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                                                                     Exhibit 4.1

                     iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT

                                     BETWEEN

                           TRICOM LATINOAMERICA, S.A.

                                       AND

                                 MOTOROLA, INC.


This iDEN(R) Infrastructure Supply Agreement ("Agreement" or "Supply Agreement")
is between Motorola, Inc., a Delaware corporation, by and through its Network
Solutions Sector, Customer Solutions Group with offices at 1301 East Algonquin
Road, Schaumburg, Illinois 60196 ("Motorola", which term shall also mean, where
the context requires, Motorola subsidiaries or subcontractors involved in
providing services or materials for this Agreement) and Tricom Latinoamerica,
S. A., a Cayman Islands corporation, with offices at Campbell Corporate Services
Limited, The Bank of Nova Scotia Building, P.O. Box 268, George Town, Grand
Cayman ("Customer" or "Tricom").

RECITALS:

Customer has or will obtain certain rights to use certain electromagnetic radio
frequencies licensed by the "Spectrum Regulatory Agency" and employs or intends
to employ such frequencies to operate iDEN Systems in the "Area" defined below
in Section 1.

Customer desires to purchase and Motorola desires to sell, and where required by
the Customer, Motorola would install and integrate iDEN Systems, as set forth in
this Agreement and in the attached Exhibits, which are incorporated herein by
reference.

Customer is a wholly owned subsidiary of Tricom S.A., a Dominican Republic
company.

AGREEMENT:

Now therefore, in consideration of the mutual obligations herein contained, the
parties agree as follows:

1.0      DEFINITIONS

         Capitalized terms used in this Agreement and the Exhibits shall have
         the following meanings:

-----------

(R) Registered U.S. Patent & Trademark Office.


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         ACCEPTANCE TEST PLAN

         The Acceptance Test Plan (ATP) means the tests of a System, or portion
         thereof, mutually agreed upon by Motorola and the Customer and selected
         from the Generic Acceptance Test Plan (GATP) provided in Exhibit "C."

         AFFILIATE

         A company owned by or under common ownership or effective control by
         another company.

         AREA

         Customer's market(s) in Panama, El Salvador, Guatemala, Nicaragua,
         Honduras and Costa Rica.

         CHANGE ORDER

         Any change agreed to in writing, by Customer and Motorola, that
         modifies the type or quantity of Equipment, Software or Services set
         forth in a Purchase Order.

         COMMERCIAL SERVICE

         The point at which the System or any portion thereof has one or more
         Subscribers and is functional and operative, that is, the capability of
         successful completion of calls between Subscribers or between
         Subscribers and subscribers of any other telephone system, such as a
         local telephone system.

         CONDITIONAL ACCEPTANCE AND FINAL ACCEPTANCE

         Conditional Acceptance of a System shall occur as follows:

         With respect to Initial Systems, and in the event Customer purchases
         installation and integration services, Conditional Acceptance shall
         occur at the earliest of the point in time of: (1) commencement of
         Commercial Service of the product purchased, or (2) satisfactory
         completion of the ATP. Final Acceptance shall occur and be evidenced by
         a notice signed by Customer when all Punchlist items, over which
         Motorola has control, have been resolved.

         With respect to Expansion Product purchased with installation and
         integration services, Conditional and Final Acceptance shall occur in
         the same manner as provided in the "Conditional Acceptance and Final
         Acceptance" definition above with respect to the System.


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         For Expansion Product, Equipment or Software purchased without
         installation and integration services, the Conditional Acceptance and
         Final Acceptance provisions in this Section will not apply.

         CONFIDENTIAL INFORMATION

         Confidential Information means that information which is marked
         appropriately as confidential or, if orally disclosed, is identified as
         confidential at the time of disclosure and confirmed in writing within
         thirty (30) days of such disclosure, which may be exchanged pursuant to
         this Agreement and shall include, without implied limitation, formulas,
         processes, designs, photographs, plans, samples, performance reports,
         Subscriber lists, pricing information, studies, findings, inventions,
         ideas, drawings, schematics, sketches, specifications, parts lists,
         technical data, data bases, Software in any form, flow charts,
         algorithms (as therein specified), business technical information,
         business plans, strategic alliances, market analysis, and quotation and
         price information. Excluded from Confidential Information is
         information: (i) which the recipient had in its possession without
         confidential limitation prior to disclosure (for which the recipient
         shall have the burden of demonstrating by clear and convincing
         evidence); (ii) which is independently developed by either party: (iii)
         which is known or becomes known to the general public without breach of
         this Agreement; or (iv) which is received rightfully and without
         confidential limitation from a third party.

         CONSULTANT

         The term consultant means the third party consultant, or group of
         consultants, hired from time to time by the Customer to advise the
         Customer in connection with all aspects of this Agreement, including,
         without limitation, the selection, revision and supervision of the
         tests of the ATP.

         DOCUMENTATION

         The documentation described in Exhibit "H".

         EQUIPMENT

         Goods, hardware, and products (other than Software and Subscriber
         units) which are supplied by or through Motorola to Customer to be used
         in conjunction with and as part of an iDEN System.

         EXPANSION PRODUCT

         All Equipment, Software, and other products and services purchased from
         Motorola to add to or expand an existing System.


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         FCA

         When used herein shall be as defined in Incoterms 2000. Motorola shall
         deliver to Customer's carrier at a manufacturing site or Motorola
         facility.

         FIXED NETWORK EQUIPMENT - FNE

         "FNE" shall mean Motorola supplied Equipment integral to the iDEN
         System, such as the switch, radio subsystems, dispatch systems, packet,
         data and intelligent network components. Equipment which is not
         integral to the Sites, such as antennas, transmission line and
         combining equipment, is excluded from FNE, as are Subscriber Units.

         HARMONY SYSTEM

         The Harmony System is a wireless communication system that offers the
         latest in digital communications services including two-way dispatch
         and wireless telephone interconnect, for about five thousand (5,000)
         subscribers utilizing eight (8) cell sites.

         iDEN

         iDEN is the trademark for Motorola's advanced integrated
         radio-telephone and dispatch communications system that is described in
         Exhibit "B".

         IMPLEMENTATION

         Implementation consists of the services of installing, integrating,
         optimizing, management and system engineering as listed in Exhibit "A"
         and performed as described in Exhibit "D".

         IMPLEMENTATION SCHEDULE

         The schedule set forth in Exhibit "D" or other agreement for the
         Initial System or System expansion. The current Implementation Schedule
         will be modified upon the change of Exhibit A for Panama.

         INITIAL PROGRAM LOAD (IPL)

         The Initial Program Load (IPL) Software is that Software delivered with
         the Initial System or Expansion Product, and shall be the most current
         version of iDEN Software that is in general release.

         INITIAL SYSTEM

         The minimum required System to operate as a digital mobile network to
         provide mobile integrated services for a country in the Area utilizing
         the iDEN technology platform. The


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         Initial System for each country of the Area will consist of at least
         the number of sites indicated below, as shown in phase I of each of the
         requests of quotation attached hereto as Exhibit "L"

        ------------------------------------------ -----------------------------
                          Country                      Number of Sites
        ------------------------------------------ -----------------------------
        Costa Rica                                            20
        ------------------------------------------ -----------------------------
        El Salvador                                           13
        ------------------------------------------ -----------------------------
        Guatemala                                             22
        ------------------------------------------ -----------------------------
        Honduras                                              5
        ------------------------------------------ -----------------------------
        Nicaragua                                             10
        ------------------------------------------ -----------------------------


         For Panama the Initial System will be that described in the budgetary
         proposal attached hereto as current Exhibit "A1".


         INITIAL SYSTEM'S FIRM QUOTE

         The Initial System's Firm Quote is the quote prepared by Motorola for
         each Initial System based on a firm and final request for quotation of
         an Initial System for a particular country in the Area prepared by
         Customer and submitted to Motorola at least 5 weeks prior to the date
         Customer expects to receive such quote. The Initial System's Firm Quote
         for each of the countries in the Area will become part of this
         Agreement in the form of Exhibit "A," as follows:

        ---------------------------------------- -------------------------------
                         Country                            Exhibit "A"
        ---------------------------------------- -------------------------------
        Panama                                                   A1
        ---------------------------------------- -------------------------------
        Costa Rica                                               A2
        ---------------------------------------- -------------------------------
        El Salvador                                              A3
        ---------------------------------------- -------------------------------
        Guatemala                                                A4
        ---------------------------------------- -------------------------------
        Honduras                                                 A5
        ---------------------------------------- -------------------------------
        Nicaragua                                                A6
        ---------------------------------------- -------------------------------


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         For Panama, the quote described in the attached Exhibit "A1" is a
         budgetary quote that will be changed for the final Panamanian Initial
         System's Firm Quote.

         INTERCONNECT CARRIER

         Any local carrier, long distance carrier, or reseller of local or long
         distance communicating service that is connected to the System.

         INTERCONNECT FACILITIES

         The medium connecting the iDEN Network Interconnect Switch to the
         public switched telephone network or long distance carrier network of
         any Interconnect Carrier including termination facilities such as
         protected termination blocks, end office termination repeaters and
         channel service units to permit direct connection to the System.

         MOTOROLA QUOTATION

         Quotations issued by Motorola for Equipment or Services that are not in
         the Price Book or require customization or deviate in any respect from
         standard product or service offering detailed in the Price Book.

         OPERATION AND MAINTENANCE SERVICE

         Operation and Maintenance Service shall have the meaning set forth in
         section 4.19.

         PRICE BOOK

         Motorola's iDEN(R) INFRASTRUCTURE PRICE BOOK, which is kept by Motorola
         on the iDEN web site for use in the United States and worldwide, as
         appropriate, and updated periodically by Motorola.

         PUNCHLIST

         The list, prepared during and after the ATP and finalized no later than
         14 days subsequent to the date of Conditional Acceptance, which sets
         forth those items, if any, identified by Customer in good faith and
         agreed to by Motorola (which agreement Motorola shall not unreasonably
         withhold or delay) where the Initial System or System Expansion or
         Expansion Product fail to comply with the applicable specifications and
         performance standards set forth in Exhibit "B" and the ATP.

         PURCHASE ORDER

         A "Purchase Order" is a form whereby Customer places an order for
         Equipment, Software, and/or other goods and services upon Motorola for
         the System on a form


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         provided either by Customer or by Motorola, provided that a Purchase
         Order in proper form and executed by Customer becomes effective upon
         acceptance by Motorola.

         RF

         Radio Frequency.

         SITE

         Each of the physical locations comprising the System, which contains
         FNE, including the geographic location that houses the iDEN mobile
         switching office equipment.

         SMP

         The Software Maintenance Program defined in Exhibit "E-2".

         SOFTWARE

         Software means the object-code computer programs furnished by Motorola
         to Customer for use solely in conjunction with the FNE under the terms
         of the Software License attached hereto as Exhibit F. A further
         definition of Software is contained in Exhibit "F". Any reference
         herein to Software being "sold" or "purchased" shall in fact be deemed
         to be a reference to Software being "licensed."

         SPECTRUM REGULATORY AGENCY

         "Spectrum Regulatory Agency" shall mean the agency of the Government of
         each of the countries of the Area responsible for radio communications
         administration and regulation.

         SUBSCRIBER

         A person who uses the System entitling the System operator to revenue,
         other than those using the System during the Customer Performance Test
         described in Section 5.9 of Exhibit C.

         SUBSCRIBER UNIT

         Any manufactured and assembled, mobile or portable, iDEN
         telecommunications unit intended for use by any Subscriber.

         SYSTEM

         A "System" shall be defined as a specified grouping of Equipment,
         Software and related services supplied by or through Motorola, which
         operates as a digital mobile network to


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         provide mobile integrated services for a country in the Area utilizing
         the iDEN technology platform.

         TECHNICAL DEFINITIONS

         The definitions set forth in Exhibit "B" shall have the same meaning
         herein.

2.0      SCOPE OF AGREEMENT: PROVISION, TERM, PURCHASE ORDERS

         2.1.1    Customer agrees to purchase/license from Motorola and
                  Mortorola agrees to sell/license to Customer Equipment,
                  System(s), and Expansion Product at prices set forth in the
                  Price Book and as indentified in Exhibit "A". The Price
                  Book may be updated by Motorola peridically. For EBTSs
                  prices Exhibit "J" shall be observed. The prices for goods
                  and services set forth in the Price Book are set forth in
                  United States dollars unless specifically noted to the
                  contrary.

         2.1.2    For purposes of the Initial System for Panama, Customer
                  agrees to purchase from Motorola and Motorola agrees to sell
                  to Customer EBTS Equipment, EBTS Software and EBTS services
                  listed in lines 19 to 26, inclusive, and line 35 of the
                  budgetary quote attached in Exhibit "A1," at unit prices
                  set forth in the Price Book, applying Exhibit "J", and such
                  unit prices shall not exceed the unit prices set forth for
                  EBTS Equipment, EBTS Software and EBTS services in the
                  budgetary price schedule for the Initial System for Panama
                  included in Exhibit "A1".

         2.2      Sole Supplier

                  In consideration of the benefits and other consideration
                  granted Customer herein, Motorola will be the sole supplier of
                  FNE, Software and services for Customer's iDEN System(s). At
                  any time, if Motorola is no longer the sole supplier, the
                  parties shall renegotiate all pricing hereunder.

         2.3      Term

                  The initial term of this Agreement shall commence on the date
                  of its execution and shall continue until five (5) years after
                  such date. Thereafter, the Agreement may be extended for
                  additional terms of three (3) years upon a party providing
                  written notice to the other party at least ninety (90) days
                  prior to the expiration of the then-current term or any
                  renewal thereof.

         2.4      Customer shall order Equipment, Software, Services, and System
                  or Expansion Product on Purchase Order(s), provided, however,
                  that Customer agrees that any such documents incorporates this
                  Agreement by reference and that this Agreement supersedes all
                  terms and conditions of such document. Purchase Orders shall
                  identify quantities of goods and/or services ordered and shall
                  include shipping dates and/or shipping locations. All prices
                  shall be as set forth in the then current Price Book or as
                  specifically provided by Motorola in a referenced Motorola
                  Quotation.

                  Standard Equipment order lead times and installation period
                  shall be as set forth in the Price Book, as modified by
                  Motorola from time to time. If a Purchase Order makes
                  reference to a valid Motorola Quotation, such Motorola
                  Quotation shall become incorporated into such Purchase Order
                  when the latter becomes effective.

         2.5      Order Process


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                  Purchase Orders for Price Book items may be completed by
                  Customer without the need for input from Motorola. Receipt of
                  Purchase Orders will be acknowledged by Motorola. Non-Price
                  Book items require a Motorola Quotation.

                  Customer shall review all documents of a Motorola Quotation
                  and indicate its acceptance by signing and returning an
                  executed copy to Motorola or shall work with Motorola to
                  achieve mutually acceptable revisions to the proposal, after
                  which both parties shall execute such revised proposal.

         2.6      Changes in Purchase Orders

                  (a) Purchase Order Modification. Any modification after such
                      Purchase Order has been accepted by Motorola other than
                      cancellation shall be made only by written mutual
                      agreement accompanied by a revised or replacement Purchase
                      Order executed by Customer, except for the type of changes
                      set forth below ("Purchase Order Adjustments"):

                           (i)      Changes to Customer requested ship dates,
                                    not to exceed ninety (90) days extension;

                           (ii)     Changes to shipping locations to an
                                    alternate authorized Customer location.

                           (iii)    Changes to the initial Purchase Order for
                                    Panama to adjust it to the Panamanian
                                    Initial System's Firm Quote.

                      Purchase Order Adjustments may be made by agreement of the
                      parties, provided that such agreement is confirmed via
                      contemporaneous faxed or emailed confirmations exchanged
                      between the parties.

                  (b) Purchase Order Cancellation. Customer may cancel a
                      Purchase Order, without charge up to thirty (30) days
                      after the date of the Purchase Order, provided that
                      shipment has not occurred. In other cases and unless
                      otherwise specified in a Motorola Quotation, cancellation
                      fees shall apply. For the MSO/switch, within the forty
                      five (45) days following the Customer's cancellation
                      notice, Motorola will offer for sale the MSO/switch to
                      other customers. In the event no third party is interested
                      in purchasing the MSO/Switch, a cancellation fee of one
                      hundred percent (100%) of the price of the MSO/Switch
                      shall apply. For EBTS Equipment, within the forty five
                      (45) days following the Customer's cancellation notice,
                      Motorola will offer for sale the EBTS Equipment to other
                      customers. In the event no third party is interested in
                      purchasing the EBTS Equipment, a cancellation fee of
                      ninety percent (90%) of the price of the EBTS Equipment
                      shall apply.


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         2.7      Motorola and Customer shall each appoint a Program Manager for
                  each System. Each such System Program Manager shall have the
                  responsibility to make good faith efforts to resolve problems
                  and disputes prior to initiating the dispute resolution
                  procedures set forth in Section 29.0 Disputes, Dispute
                  Resolution and Arbitration. Other responsibilities are as
                  follows:

                  2.7.1    The responsibilities of the Motorola Program Manager
                           shall include:

                           a.       Serve as the primary Customer contact for
                                    the System.

                           b.       Serve as the focal point for all Motorola
                                    internal plant and field issues.

                           c.       Deliveries, subcontracts, installation,
                                    System testing and integration,
                                    documentation, training and all duties
                                    required to coordinate any work of the
                                    various Motorola team members required by
                                    the Customer.

                           d.       Clarify the final definition of all Customer
                                    and project requirements.

                           e.       Establish a detailed project schedule and
                                    oversee accomplishment of project
                                    milestones.

                           f.       Establish the project team structure and
                                    staffing.

                           g.       Establish and maintain project reporting and
                                    measurement procedures.

                           h.       Meet regularly with Customer's Program
                                    Manager to review progress and project
                                    issues.

                           i.       Facilitate within Motorola Customer's order
                                    placement and order acceptance procedures.

                  2.7.2    The responsibilities of the Customer Program Manager
                           shall include:

                           a.       Serve as primary Motorola contact for the
                                    System.

                           b.       Serve as the focal point for all Customer
                                    internal and field issues.

                           c.       Schedule and oversee accomplishment of
                                    project milestones.

                           d.       Review and approve accomplishment of project
                                    milestones.

                           e.       Disseminate project reports and measurement
                                    procedures within Customer's organization.

                           f.       Approve all modifications to specifications.


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                           g.       Approve and acquire all Sites, notify the
                                    Motorola Program Manager of Site
                                    availability, and coordinate Motorola's
                                    access to the Sites.

                           h.       Meet regularly with the Motorola Program
                                    Manager to review progress and project
                                    issues.

         2.8      Additional Operating Entities

                  Customer intends to deploy iDEN in specific countries of the
                  Area, either directly or through operating companies,
                  subsidiaries or partnerships in which it holds at least 51%
                  interest ("Additional Operating Entity" or "AOE"). Motorola
                  and Customer agree that an Additional Operating Entity may
                  take advantage of the rights, and be responsible for the
                  representations, duties and obligations, of the Customer for a
                  particular country of the Area under this Agreement once an
                  amendment to this Agreement in the form of Exhibit "I",
                  attached hereto, is executed between Motorola, Customer and
                  the Additional Operating Entity. The Panamanian AOE will sign
                  Exhibit "I" by November 15, 2000; other AOEs will sign Exhibit
                  "I" within 90 days from the placement of its country's Initial
                  System Purchase Order. Not complying with this requirement
                  will terminate the Preferred Deployment or Headstart benefit
                  described in Section 2.9.

         2.9      Preferred Deployment

                  2.9.1.   "Preferred Deployment" means that, in a specific
                           country in the Area, Motorola guarantees Customer
                           priority production, manufacturing and delivery of
                           the totality of its Initial System Purchase Order
                           related to iDEN Systems before initiation of work for
                           any purchase orders in such specific country in the
                           Area of any other interested party related to iDEN
                           Systems, including Harmony System.

                  2.9.2    The purpose of Preferred Deployment is to maximize
                           the deployment and operation of the iDEN System by
                           establishing an adequate contractual balance between
                           the parties to assure Customer's development of such
                           System in the most efficient and expeditious manner
                           in order to extend to end users the benefits of the
                           iDEN technology.

                  2.9.3.   "Headstart" means that in a specific country in the
                           Area, and for a certain period of time, Motorola
                           agrees not to put into Commercial Service an iDEN
                           System, other than Customer's, or a Harmony System.


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                  2.9.4.   The Sale, by Motorola, of iDEN System for private or
                           governmental use is not limited under the Preferred
                           Deployment or under the Headstart term.

                  2.9.5.   The Preferred Deployment and the Headstart for the
                           Area (i) are contingent upon the approval, by August
                           22, 2000, of the resolution of the Board of Directors
                           of Tricom, S.A. whereby an iDEN project for the Area
                           and funding to initiate such project are confirmed,
                           and (ii) are subject to relevant laws of the
                           countries where the Preferred Deployment or the
                           Headstart is granted. Certified copy of the
                           resolution shall be delivered to Motorola by August
                           30, 2000.

                  2.9.6.   The Preferred Deployment for Panama starts from the
                           date of the Purchase Order of the Initial System for
                           Panama but is contingent upon (i) the execution of
                           this Agreement, (ii) the execution of Exhibit "I" by
                           the Panamanian AOE, by November 15, 2000, and (iii)
                           the placement, concurrent with this Agreement, of a
                           firm Purchase Order for all the Equipment, Software
                           and Services for the Initial System of Panama as set
                           forth in Exhibit "A1", and the Purchase Order
                           resulting from the Purchase Order Adjustment
                           submitted by Customer to Motorola in the terms
                           indicated in Section 2.6.a.(iii), all, except for
                           (ii), by September 15, 2000. Cancellation of such
                           Purchase Order resulting from the Purchase Order
                           Adjustment, or its reduction to less than 75% of the
                           value of the budgetary quote included herein as
                           Exhibit "A1" will immediately terminate the Preferred
                           Deployment. Further, the Preferred Deployment will
                           terminate upon the earlier of (i) commencement by
                           Customer of Commercial Service in Panama, or (ii)
                           twenty four (24) months from the execution of this
                           Agreement.

                  2.9.7.   The Preferred Deployment for Costa Rica starts from
                           the date of the Purchase Order of the Initial System
                           for Costa Rica but is contingent upon (i) the
                           execution of this Agreement, (ii) the execution of
                           Exhibit "I" by the Costa Rican AOE, within ninety
                           (90) days from the date of the Purchase Order
                           mentioned in (iii) below, and (iii) the placement of
                           a firm Purchase Order for all the Equipment, Software
                           and Services for the Initial System of Costa Rica as
                           set forth in Exhibit "A2", all within the following
                           nine (9) months from the Effective Date. Cancellation
                           of such Purchase Order, or its reduction to less than
                           75% of its initial value will immediately terminate
                           the Preferred Deployment. Additionally, the Preferred
                           Deployment will terminate upon the earlier of (i)
                           commencement by Customer of Commercial Service in
                           Costa Rica, or (ii) 24 months from the date of the
                           Purchase Order of the Initial System for Costa Rica.
                           Further, the sale of Harmony Systems in Costa Rica to
                           Motorola's affiliates is not subject to this
                           Preferred Deployment.


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                  2.9.8.   With respect to each of Guatemala, El Salvador,
                           Nicaragua and Honduras, Motorola grants a Headstart
                           until 24 months from the date of the Purchase Order
                           of the Initial System for each country, for any other
                           customer in each of those countries other than Tricom
                           or any corresponding AOE, which Headstart is
                           contingent upon the following conditions being met:
                           (i) the execution of this Agreement, (ii) the
                           execution of Exhibit I by the corresponding AOE,
                           within ninety (90) days from the date of the Purchase
                           Order mentioned in (iii) below, (iii) the placement
                           of a firm Purchase Order for all the Equipment,
                           Software and Services for the Initial System of the
                           corresponding country as set forth in the
                           corresponding Exhibit "A", all within the following
                           nine months from the Effective Date. Cancellation of
                           such Purchase Order, or its reduction to less than
                           75% of its initial value will immediately release
                           Motorola from the obligation set forth in this
                           Section.

                  2.9.9.   The above benefits are subject to Section 12.2 below.
                           However, the parties understand and agree that, if
                           required, the information related to Preferred
                           Deployment and Headstart will be disclosed to
                           financial institutions and potential Tricom's
                           investors and partners. Customer shall inform any
                           such third party of the confidential nature of the
                           information being disclosed.

3.0      OBLIGATIONS OF CUSTOMER

         Customer shall:

         3.1      Design the RF coverage plan and frequency plan for each
                  country in the Area including but not limited to Site
                  location, frequencies at each Site, RF coverage from each
                  Site, co-channel interference caused from one Site to another
                  Site, co-channel interference from non-Customer sites.

         3.2      Procure necessary Spectrum Regulatory Agency radio station
                  licenses together with such other authorizations as may be
                  required to construct and operate the System, including
                  without implied limitation, Site building permits, zoning
                  variances, and any other required approval or authorizations
                  from appropriate government and other authorities, and any
                  required authorizations from any local agencies.

         3.3      Make all legal arrangements and pay all expenses, that may be
                  required, to Site owners or to others, to construct and
                  operate each Site in accordance with the provisions of this
                  Agreement.

         3.4      Bear the costs of its own legal fees, as well as provisional
                  charges for Site acquisition, Interconnect Facilities,
                  telephone and utility charges and other services and items
                  being supplied by Customer under this Agreement. To the


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                  extent possible, provide unrestricted ingress and egress to
                  Sites, as requested by Motorola, and have Sites available for
                  timely installation of System Equipment.

         3.5      Negotiate in good faith the Implementation Schedule and adhere
                  to the schedule for performance of the responsibilities set
                  forth therein.

         3.6      Negotiate in good faith the Punchlist for the System or System
                  Expansion and Expansion Product prior to the expiration of the
                  fourteen (14) day period following the date of Conditional
                  Acceptance.

         3.7      Not unreasonably withhold either Conditional or Final
                  Acceptance or any other approvals required under this
                  Agreement.

         3.8      Assume responsibility for diagnosis, analysis, isolation, and
                  remedy of problems in the Interconnect Facilities or at the
                  Interconnect Carrier side of the interface with the System.

         3.9      Furnish necessary databases to Motorola in accordance with the
                  Implementation Schedule.

         3.10     Make payments according to the schedule set forth in Section
                  6.0 of this Agreement.

         3.11     Assume responsibility for lawful operation of the System.

         3.12     Be responsible for the provisional exercise of timely
                  transportation of all Equipment from the FCA shipment point to
                  covered storage areas at the sites.

         3.13     Provide and assume all associated costs for warehousing,
                  storage, inventory, and staging of Equipment prior to
                  transport to the installation sites.

         3.14     Within 30 days after the execution date of any Motorola
                  Quotation, or at such time as may be agreed by the parties,
                  make available the technical details of any and all
                  Customer-supplied equipment to which the System must be
                  interfaced. Also provide technical liaison personnel on a
                  full-time basis with the knowledge of Customer-supplied
                  equipment. Furnish and install suitable environmental control
                  facilities in each building. Provide telephone company network
                  configuration including dial plan and design.

         3.15     Provide any outside cable support bridges required, coaxial,
                  and transmission line access ports into the buildings, inside
                  conduit or cable ducts, any necessary inside floor trenches
                  and cable raceways required for installation.

         3.16     Provide insurance coverage for all Equipment from FCA point.


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         3.17     In response to Motorola's reasonable request, provide Motorola
                  with information as reasonably known to the Customer which may
                  be required to enable Motorola to comply with all applicable
                  laws and regulations.

         3.18     As required purchase or provide the services set forth in
                  Exhibit "D". Provide all Site development services and
                  engineering drawings as set forth in Exhibit "D", in order to
                  enable Motorola to install and integrate the System in
                  accordance with the agreed upon schedule set forth in the
                  Implementation Schedule.

         3.19     Provide capable technical personnel in order to be trained in
                  the operation and maintenance of the System and to interface
                  with Motorola with regard to operational and maintenance
                  issues.

         3.20     Perform all other obligations set forth in this Agreement and
                  any other agreement delivered in connection herewith.

         3.21     In its discretion, periodically provide forecasts in good
                  faith for Equipment and Services.

         3.22     Provide Motorola with reasonable notice of any anticipated
                  delay in Customer's performance hereunder.

4.0      OBLIGATIONS OF MOTOROLA

         Motorola shall:

         4.1      Determine the required material, effort, and services
                  necessary for installation and integration. Negotiate in good
                  faith Implementation Schedules and perform according to such
                  Schedules.

         4.2      Negotiate in good faith the Punchlist for the System or System
                  Expansion and Expansion Product prior to the expiration of the
                  fourteen (14) day period following the date of each respective
                  Conditional Acceptance.

         4.3      Install the switching Equipment and adjust the System or
                  Expansion Product to the standards set out in Exhibits "B" and
                  "C" and in compliance with Exhibit "D".

         4.4      Keep Customer advised of modifications required, as soon as
                  such modifications are determined to be required by Motorola.

         4.5      Provide, at a reasonable cost to Customer, a retrofit package
                  for any change in standards subsequently put into effect by
                  the industry, the government, regulatory agencies, as well as
                  those promulgated by Motorola.


                                      15
<Page>

         4.6      Continue to develop operability and reliability improvements
                  to iDEN technology over time and continue to develop and
                  implement new feature functionalities agreed to by the parties
                  throughout the term of the Agreement.

         4.7      Make spares and replacement parts available for seven (7)
                  years from the date of this Agreement. Motorola reserves the
                  right to substitute equivalent products. Spare and replacement
                  parts prices shall be at the then current Motorola prices.

         4.8      Install and integrate the System or System Expansion and
                  Expansion Product in compliance with all applicable federal,
                  state and local laws and all rules and regulations promulgated
                  pursuant thereto including all Spectrum Regulatory Agency
                  approvals and certifications.

         4.9      To accept properly documented Customer's orders, to make
                  timely delivery and to install and integrate the System or
                  System Expansion according to the Schedule set forth in the
                  Implementation Schedule.

         4.10     To remedy all Punchlist items, defects and problems during the
                  warranty and maintenance periods.

         4.11     In response to Customer's reasonable request, provide Customer
                  with information as reasonably known to Motorola which may be
                  required to enable Customer to comply with all applicable laws
                  and regulations.

         4.12     Use skilled personnel, competent to perform assigned tasks and
                  take all actions necessary to avoid the turn-over of the
                  Project Manager and key skilled personnel.

         4.13     Perform all other obligations set forth in this Agreement and
                  any other agreement delivered in connection herewith.

         4.14     Upon Motorola's determination of any delay, provide Customer
                  with verbal notice, with written confirmation, of any
                  anticipated delay in Motorola's performance hereunder.

         4.15     Prior to shipment Motorola will obtain type approval for any
                  Equipment sold herein that requires type approval in the Area.

         4.16     For any new product development Motorola shall propose special
                  terms and conditions associated with the purchase of such new
                  product for the parties' approval.

         4.17     All equipment sold to Customer hereunder is new and Motorola
                  will provide any documents which may be reasonably requested
                  by Customer evidencing this fact.


                                      16
<Page>

         4.18     At the time or times contemplated herein for the transfer of
                  title to any equipment included in the System, Motorola shall
                  convey to Customer all right in and good title, free and clear
                  of any encumbrances of any type, to such equipment by
                  appropriate title documents. Title to Software shall not be
                  conveyed to Customer at any time.

         4.19     Upon Customer's request, provide the operation and maintenance
                  service. Customer agrees to receive and Motorola agrees to
                  perform operation and maintenance services ("Operation and
                  Maintenance Services") consisting of local engineering support
                  to Customer in addition to the selected MSO warranty for a
                  period of sixteen (16) months from Conditional Acceptance for
                  the price set forth in the corresponding Exhibit A. Operation
                  and Maintenance Service shall include, without limitation, (i)
                  aid in troubleshooting switch and EBTS issues, (ii) at least
                  one monthly meeting between Motorola's operation and
                  maintenance personnel and Customer's technical administration,
                  (iii) ongoing evaluation of Customer's personnel and
                  indication of Motorola's view of whether Customer's technical
                  staff have the knowledge and skill level to operate the
                  System(s) after the term of these Operation and Maintenance
                  Services expires, (iv) telephone support to troubleshoot
                  issues for the Panamanian MSO and EBTS sites, (v) Motorola's
                  operation and maintenance personnel availability on MSO site
                  during Customer's normal working hours (the equivalent of 8:00
                  am to 5:00 pm, USA Eastern Standard time), Monday through
                  Friday, (vi) Motorola's operation and maintenance personnel
                  emergency availability on MSO site after working hours, seven
                  days a week, including holidays. It is understood by the
                  parties that in the event Customer's personnel cannot solve a
                  problem in an EBTS site, Motorola's operation and maintenance
                  personnel will be available seven (7) days a week, including
                  holidays, to accompany Customer's personnel to the EBTS site.
                  Any cost associated with the rendering of this service will be
                  covered by Customer, including without limitation, the
                  transportation to the sites, hotel, meals, etc., and (vii) any
                  other operation and maintenance services mutually agreed upon
                  by the parties.

                  Customer may, at its option, purchase Operation and
                  Maintenance Services on a quarterly basis after the twelve
                  (12) month period specified in the paragraph above expires and
                  Motorola agrees to provide a quote for such additional
                  quarterly services upon Customer's written request.

          4.20    Motorola shall provide Customer with written guidance with
                  respect to an organizational chart of the technical
                  organization required to operate the iDEN System, the profile
                  of the personnel required, and a short job description.


                                      17
<Page>

5.0      SITE CONFIGURATIONS

         This Agreement, and the prices provided in the Price Book or Motorola
         Quotation, are predicated on the use of certain Site configurations
         provided by Customer. Customer is free to alter Site configurations
         during the course of performance of this Agreement. However, changes in
         site configurations may result in either increased or decreased costs
         for RF equipment and/or other related FNE.

6.0      GENERAL  PRICING PROVISIONS; EXHIBITS

         6.1      The Price Book contains standard lead times (which are updated
                  as market conditions change) and expedite fees which are
                  incorporated by reference herein. Motorola does not warrant
                  that lead times can be moved in. At times Motorola can move in
                  such lead times by paying Motorola's suppliers expedite fees,
                  paying for overtime or other methods. If Motorola is requested
                  to perform in such times Customer shall pay the expedite fees
                  set forth in the Price Book. The lead times set forth in the
                  Price Book will be shown for both cases where the product is
                  forecasted and when it is not forecasted.

         6.2      Motorola, from time to time, may set account credit limits for
                  the Customer and notify Customer of such limits.

         6.3      Changes in Exhibit "A"

                           Notwithstanding the fact that Customer has made firm
                           orders for Equipment and Service, the parties agree
                           that Customer may without charge or penalty modify,
                           pursuant to a Change Order, the specific Equipment
                           and Services ordered herenunder subject to the below:

                           a.       All changes must be made thirteen (13) weeks
                                    in advance of the ship date shown in the
                                    agreed upon project schedule, as modified
                                    hereafter; and

                           b.       The total dollar value of Equipment and
                                    Services (excluding RF ancillary items) set
                                    forth in Exhibit "A" may not be reduced to
                                    less than 75% of such dollar amount.
                                    Motorola shall notify Customer's bank of any
                                    reduction for purposes of Letter of Credit
                                    adjustment.

                           c.       The decision to delete categories of RF
                                    ancillary products must be made within
                                    ninety (90) days of the execution of this
                                    Agreement.

         6.4      The licensing fee for Software is set forth in the Price Book
                  and included in the Software prices set forth in Exhibit "A".
                  Subsequent purchases of Equipment, increases to capacity, SMP
                  renewals or new features may require new license fees,


                                      18
<Page>

                  as set forth in the Price Book or as specifically proposed by
                  Motorola. The software IPL pricing offered Customer is valid
                  only for the purchase of Hardware and Software as a package
                  from Motorola. If any Motorola iDEN FNE hardware is purchased
                  directly from a third party source, the IPL fee set forth in
                  the Price Book shall be charged in addition to any applicable
                  fees.

         6.5      Customer shall pay for any training ordered by the Customer
                  per the Price Book and other appropriate agreements. A three
                  (3) year training price will be included in the Panamanian
                  Initial System's Firm Quote.

         6.6      Subject to the conditions contained in Section 4, any costs
                  required to modify the System in order to comply with local
                  codes or regulations shall be Customer's responsibility.

         6.7      For any amount due hereunder which remains unpaid, the
                  Customer shall pay Motorola a service fee at the rate of one
                  percent (1%) of the amount due for each month, or portion
                  thereof, that the amount remains unpaid.

         6.8      Customer shall be responsible for the payment of all
                  applicable sales, use, retailer's occupation, excise, property
                  and other assessments in the nature of taxes, however,
                  designated, on the Deliverables and Services provided to
                  Customer pursuant to this Agreement, exclusive, however, of
                  any taxes measured by Seller's net income or based on Seller's
                  franchise. Personal property taxes assessable on the
                  Deliverables shall be the responsibility of Customer. To the
                  extent Motorola is required by law to collect such taxes
                  (state or local), one hundred percent (100%) thereof shall be
                  added to invoices as separately stated charges and paid in
                  full by customer, unless the Customer is exempt from such
                  taxes and furnishes Motorola with a certificate of exemption
                  in a form reasonably acceptable to Motorola. In the event
                  Customer claims exemption from sales, use or other such taxes
                  under this Agreement, Customer agrees to hold Motorola
                  harmless from any and all subsequent assessments levied by a
                  proper taxing authority for such taxes, including interest,
                  penalties and late charges.

         6.9      Customer agrees to pay all freight costs from point of
                  shipment and all applicable duties, customs charges, tasa
                  aeroportuaria and other costs associated with nationalization
                  of the equipment on a "prepay and add" basis.

7.0      PAYMENT

         Customer shall pay to Motorola the price of the Initial System and
         related services, as set forth in the applicable Exhibit "A" or
         Purchase Order in U.S. dollars, and according to the following terms
         and payment schedules:

         7.1      General Payment Terms


                                      19
<Page>

                  Payment for Equipment and Services to Motorola shall be made
                  in U.S. dollars either by wire/telegraphic transfer or through
                  the medium of a confirmed and irrevocable Letter of Credit,
                  permitting partial and transshipments no later than thirty
                  (30) days after the date of invoice.

                  7.1.1    Letter of Credit

                           At the placement of the Purchase Order for the
                           corresponding Initial System, Customer shall issue
                           one (1) or two (2) confirmed and irrevocable Letters
                           of Credit made out in favor of Motorola, Inc., 1301
                           East Algonquin Road Schaumburg, Illinois 60196 USA,
                           and payable at the counters of BankOne Chicago.
                           Drafts are to be drawn upon BankOne Chicago, Chicago,
                           Illinois, USA and full reimbursement instructions
                           must be provided to the U.S. bank by the opening bank
                           at the time the Letter(s) of Credit is(are) opened.

                           In the event one Letter of Credit is opened, such
                           Letter of Credit shall be in the amount of one ninety
                           percent (90%) of the value of the corresponding
                           Initial System as described in appropriate Exhibit
                           "A" or Purchase Order amount, as applicable, and its
                           validity shall be as follows:

                           a)       70% for a period of one (1) year from the
                                    date of issuance; and

                           b)       20% for a period of two (2) years from the
                                    date of issuance.

                           This Letter of Credit shall be issued at latest
                           seventy two (72) business hours from the placement of
                           the Initial System's Purchase Order. It is understood
                           that Motorola will not accept this Purchase Order
                           until this Letter of Credit is issued.

                           Further, this Letter of Credit shall be drawn down as
                           follows:

                           a)    Seventy percent (70%) of the commercial invoice
                                 gross value of the Equipment shipped is payable
                                 after each shipment, from the portion that is
                                 valid for one (1) year;

                           b)    Fifteen percent (15%) of commercial invoice
                                 gross value is payable after presentation of
                                 the Conditional Acceptance Certificate, from
                                 the portion that is valid for two (2) years;

                           c)    Five percent (5%) of the commercial invoice
                                 gross value is payable after presentation of
                                 the Final Acceptance Certificate, from the
                                 portion that is valid for two (2) years.


                                      20
<Page>

                           In the event two (2) Letters of Credit are opened,
                           one Letter of Credit shall be in the amount of
                           seventy percent (70%) of the value of the
                           corresponding Initial System as described in the
                           appropriate Exhibit "A" or Purchase Order amount, as
                           applicable, and shall be valid for a period of one
                           (1) year from the date of issuance, which shall
                           occurred at latest seventy two (72) business hours
                           from the placement of the Initial System's Purchase
                           Order. It is understood that Motorola will not accept
                           this Purchase Order until this Letter of Credit is
                           issued. This Letter of Credit will be drawn down upon
                           shipments are made and for the amount of each
                           shipment.

                           The second Letter of Credit shall be in the amount of
                           twenty percent (20%) of the value of the
                           corresponding Initial System as described in the
                           appropriate Exhibit "A" or Purchase Order amount, as
                           applicable, and shall be valid for a period of two
                           (2) years from the date of issuance, which shall
                           occurred at latest seventy two (72) business hours
                           from the placement of the Initial System's Purchase
                           Order. It is understood that Motorola will not accept
                           this Purchase Order until this Letter of Credit is
                           issued.

                           This Letter of Credit shall be drawn down as follows:

                           a)    Fifteen percent (15%) of commercial invoice
                                 gross value is payable after presentation of
                                 the Conditional Acceptance Certificate.

                           b)    Five percent (5%) of the commercial invoice
                                 gross value is payable after presentation of
                                 the Final Acceptance Certificate.

                           If Motorola is prevented from obtaining Conditional
                           Acceptance by the scheduled date of Conditional
                           Acceptance because Customer has not completed its
                           obligations hereunder (except as provided in Section
                           18), Motorola shall provide Customer with written
                           notice of the obligations Customer must fulfill and
                           allow Customer a twenty (20) day period to cure any
                           failure to fulfill its obligations (the "Cure
                           Period"). If such failure continues for ten (10) days
                           from the end of the Cure Period, Motorola shall be
                           entitled to receive the final payments, described in
                           a and b above, as if Conditional Acceptance had
                           occurred as scheduled.

                           Banking charges incurred by the opening bank shall be
                           borne by Customer and those incurred by the U.S. bank
                           (BankOne) shall be borne by Motorola.


                                      21
<Page>

                  7.1.2    The licensing fee for Software, licensed as set out
                           in Exhibit "F" and provided for use with the System,
                           is set forth in Exhibit "A".

                  7.1.3    Customs clearance, or related costs pertaining to
                           import of the proposed equipment and software are the
                           responsibility of Customer. No such costs have been
                           included in Motorola's pricing.

                  7.1.4    Any costs required to modify the System in order to
                           comply with local codes or regulations shall be
                           Customer's responsibility.

         7.2      Specific Payment Terms

                  7.2.1    Advance Payment

                           Customer agrees to remit, a non-refundable advance
                           payment of 10% of the total amount of each Initial
                           System's Purchase Order, on the same date such
                           Purchase Order is placed. The start date for the
                           Implementation Schedule shall be the date of receipt
                           of this payment. Each advance payment shall be made
                           by wire/telegraphic transfer to the following
                           address:

                           Citibank, New York
                           Routing No.: 021000089
                           Account No.: 38492274

                           In the event Customer does not proceed with its
                           obligations set forth in 7.1.1, under this Agreement
                           (subject to Section 18) in a timely manner, and such
                           failure continues for thirty (30) days following
                           written notice by Motorola to Customer that Motorola
                           intends to proceed under this Section, Motorola shall
                           promptly document its non-recoverable costs directly
                           incurred in the performance of this Agreement, such
                           as, but not limited to staff hours, travel expenses,
                           equipment re-stocking charges, etc. In the event such
                           non-recoverable costs exceed the amount of the
                           advance payment, Customer will pay Motorola the
                           difference.

                  7.2.2    Payment of Balance Due

                           Customer shall be invoiced seventy percent (70%) of
                           the Commercial invoice gross value of Equipment on
                           shipment. Fifteen percent (15%) of the commercial
                           invoice gross value of Equipment is due upon
                           Conditional Acceptance and the five percent (5%)
                           balance due upon Final Acceptance. Services and
                           Training balances are invoiced upon completion.


                                      22
<Page>

                  7.2.3    Payment for Expansion Product

                           Customer shall be invoiced one hundred percent (100%)
                           of the commercial invoice gross value of Expansion
                           Product on shipment. Customer must pay within thirty
                           (30) days from the invoice date.

8.0      WARRANTY AND SOFTWARE MAINTENANCE PROGRAM

         8.1      Motorola-manufactured Hardware Warranty

                  8.1.1    FNE manufactured by Motorola is warranted to be free
                           from defects in material and workmanship at time of
                           shipment and will be warranted for a period of twelve
                           (12) months from the date of shipment (for Initial
                           Systems, twelve (12) months from Initial System
                           Conditional Acceptance). The Exhibit "A" price of the
                           EBTS Equipment hardware warranty during the warranty
                           period shall be Two Percent (2%) of the net EBTS
                           Equipment price for all shipments that occur during
                           the effective dates of this Agreement. All other
                           warranty charges shall be as per the Price Book.
                           Parts will be repaired at the Motorola repair depot
                           or replaced at no charge for the full warranty
                           period, except as outlined herein.

                  8.1.2    Customer shall be responsible for the initial level
                           of diagnosis (i.e., for identification and isolation
                           of FNE hardware problems to the board level), for
                           hardware, firmware and software removal and
                           replacement, and for sending the malfunctioning
                           product, packed in a manner to prevent damage, to the
                           designated Motorola repair depot. Customer shall be
                           responsible for associated shipping charges to
                           Motorola's repair depot. When such products or their
                           replacements are being returned to Customer, Motorola
                           shall bear such charges.

                  8.1.3    Parts and labor at the Motorola repair depot to
                           repair or replace defective FNE will be provided at
                           no charge for the full warranty period except as
                           outlined in 8.1.1 above.

                  8.1.4    In the event a defect occurs during the warranty
                           period Motorola, at its option, and as Customer's
                           sole remedy, will either repair or replace the
                           product. Any item replaced will be deemed to be on an
                           exchange basis, and any item retained by Motorola
                           through replacement will become the property of
                           Motorola. Repaired or replaced parts shall have a
                           warranty of the greater of the remainder of this
                           warranty period or sixty (60) days.

         8.2      This Warranty DOES NOT COVER defects, damage, or malfunctions
                  resulting from:

                  8.2.1    Use of the products in other than their normal and
                           customary manner.


                                      23
<Page>

                  8.2.2    Misuse, accident, neglect, environmental or Site
                           conditions not conforming to the specifications for
                           the product as set out in the current Equipment
                           specifications, or unauthorized access to source or
                           object code or manipulation of Software elements.

                  8.2.3    Unauthorized alterations or repairs, use of
                           un-approved parts in the products or the combination
                           or interfacing of the products, use of "gray market"
                           parts or components, in each case in a manner not
                           approved by Motorola. "Gray market" components or
                           parts are those components or parts purchased (a)
                           outside the United States or (b) from unauthorized
                           sellers of such components or parts.

                  8.2.4    An event of Force Majeure.

                  8.2.5    Installation, integration, or movement of products
                           from their original installation Site that is not in
                           accordance with Motorola hardware configuration and
                           datafill guidelines.

                  8.2.6    Failure of antennas, lines, or any part of the
                           Interconnect Facilities.

                  8.2.7    Failure of Customer to maintain or provide
                           maintenance for the System pursuant to Motorola
                           Equipment and Software maintenance agreements, or
                           other maintenance, substantially in accordance with
                           the Documentation and under the supervision of one or
                           more individuals who shall have completed appropriate
                           Motorola training.

                  8.2.8    Damage which occurs during shipment of the product to
                           Motorola for warranty repair.

         8.3      Except as associated with an agreed-to assignment, this
                  express warranty is extended by Motorola, Inc. to Customer
                  only and is valid only in the Area.

         8.4      Software Warranty - This warranty shall be applicable to
                  Software associated with the Motorola-Manufactured Equipment
                  purchased in connection with the iDEN System.

                  8.4.1    WARRANTY. Motorola warrants that each Software
                           Release provided in connection with
                           Motorola-Manufactured Equipment shall conform to the
                           specifications set forth in the relevant Exhibit B-1,
                           as it exists on the warranty commencement date.
                           Motorola does not warrant that: (i) operation of any
                           Software shall be uninterrupted or error free; and
                           (ii) functions contained in the Software shall
                           operate in the combination which may be selected for
                           use by Customer or meet Customer's requirements.


                                      24
<Page>

                  8.4.2    TERM. The warranty set forth in Section 8.4.1 above
                           shall commence on the date Software Release is loaded
                           onto the relevant Network Element and shall terminate
                           the earlier of (i) twelve (12) months from such date;
                           or (ii) ninety (90) days from General Availability of
                           the subsequent Software Release for such Network
                           Element.

                  8.4.3    CUSTOMER OBLIGATIONS. Customer will be responsible
                           for the first level of maintenance, including but not
                           limited to, diagnosis and isolation of reproducible
                           Software malfunctions, provided, however, that such
                           first echelon diagnosis shall be required only to the
                           extent Customer can reasonably be expected to perform
                           given its Documentation and the training available to
                           Customer's personnel. Motorola shall provide Customer
                           with any reasonably requested aid in performing such
                           diagnosis, provided Motorola may charge for such aid
                           if it constitutes first echelon diagnosis that is
                           Customer's responsibility. In the event of Software
                           malfunction, Customer shall notify Motorola promptly,
                           followed by written confirmation of such notice.
                           Motorola will acknowledge receipt of notice of
                           verified Software malfunctions.

                  8.4.4    MOTOROLA'S OBLIGATIONS. Motorola's sole obligations
                           under this warranty and Customer's sole remedy are as
                           follows: Motorola shall make the required code
                           changes to the Software Release such that it conforms
                           to the relevant specifications and is free from
                           reproducible defects. Such Software code fixes may be
                           provided as a Point Release, Software Update or Patch
                           Tape, or as part of a subsequent Software Release.
                           The inclusion of a Software fix in subsequent
                           Software Release, however, does not entitle Customer
                           to receipt of such Software Release for free.

                  8.4.5    LIMITATION. THIS WARRANTY APPLIES ONLY TO THE
                           SOFTWARE IN THE FORM PROVIDED BY MOTOROLA.
                           Modifications, attempted modifications or additions
                           to such Software by any party other than Motorola
                           shall void the obligations of Motorola under this
                           warranty.

                  8.4.6    OWNERSHIP OF SOFTWARE. Failure by Motorola to provide
                           support under this warranty shall not be construed as
                           conveying any rights or ownership in Software.

         8.5      Software Maintenance Program (SMP)

                  8.5.1    Customer commits to purchase SMP on an annual basis
                           for each year of the term of this Agreement for all
                           its iDEN Equipment and Software, and Motorola commits
                           to offer SMP at the prices set forth in the Price
                           Book for the years set forth therein. Customer shall
                           pay SMP fees on a quarterly basis. The annual amount
                           due shall be calculated by taking the total


                                      25
<Page>

                           number of subscribers on the Customer System(s) based
                           on the number of units registered on the DAP/HLR at
                           the end of the prior year multiplied by the annual
                           per subscriber rate. The quarterly payment shall be
                           one-quarter of the calculated annual payment. The
                           quoted prices are for the services defined in Exhibit
                           "A". The SMP Agreement shall be evidenced by
                           Customer's Purchase Order indicating which sections
                           of said proposal are agreed to by the parties. Any
                           additional services agreed to by the parties shall
                           also contain applicable pricing for such services.

                  8.5.2    Once Motorola's Software Warranty expires for a
                           Release, all reproducible software defects or bugs
                           shall be corrected as part of SMP.

         8.6      Non-Motorola Manufactured Products

                  Non-Motorola manufactured products, other than batteries, are
                  warranted for a period of twelve (12) months from the date of
                  shipment, except for those non-Motorola manufactured products
                  that have a longer warranty period, in which case the longer
                  warranty period shall be extended to Customer, to the extent
                  provided to Motorola by the manufacturer or supplier of such
                  product. Motorola does not accept any liability for System
                  integration or warranty obligation for such separately
                  purchased hardware or software, and if Motorola is called on
                  any warranty claim or other service request involving such
                  hardware or software, Customer shall pay Motorola's standard
                  service charge for such calls.

         8.7      THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL
                  OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY
                  EXCLUDED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
                  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO
                  EVENT SHALL MOTOROLA BE LIABLE FOR INDIRECT, INCIDENTAL,
                  SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES TO THE FULL EXTENT
                  SUCH MAY BE DISCLAIMED BY LAW.

                  MOTOROLA WARRANTS THAT FOR THE TERM OF THIS AGREEMENT THAT THE
                  INDIVIDUAL FNE PRODUCTS WILL OPERATE TOGETHER AS A SYSTEM
                  WITHIN GENERAL OPERATING LIMITS SPECIFIED IN EXHIBIT "B", SO
                  LONG AS THE AVERAGE SUBSCRIBER USAGE CHARACTERISTICS OF THE
                  INDIVIDUAL FNE PRODUCTS AT BUSY HOUR DO NOT CAUSE THE PEAK
                  CAPACITY LIMITS OF INDIVIDUAL FNE PRODUCTS TO BE EXCEEDED AND
                  ANY EQUIPMENT INSTALLED BY THE CUSTOMER WITHOUT MOTOROLA
                  INTEGRATION AND GATP ASSISTANCE IS INSTALLED IN ACCORDANCE
                  WITH MOTOROLA HARDWARE CONFIGURATION AND DATAFILL GUIDELINES;
                  BATTERIES ARE EXCLUDED BUT CARRY THEIR OWN SEPARATE LIMITED
                  WARRANTY FROM THEIR MANUFACTURER, AS WILL BE


                                      26
<Page>

                  DESCRIBED IN EXHIBIT K. MOTOROLA DISCLAIMS LIABILITY FOR RF
                  COVERAGE UNDER THIS WARRANTY. BATTERY SUPPLIER'S WARRANTY WILL
                  BECOME EXHIBIT "K."

9.0      PRODUCT CHANGES OR SUBSTITUTIONS

                  At any time during the performance of this Agreement, Motorola
                  may implement changes in the products set forth in Exhibit
                  "B", modify the drawings and specifications relating thereto,
                  or substitute therefore products of more recent design;
                  provided, however, that any such changes, modifications or
                  substitutions, under normal and proper use:

                           (1)      shall not materially or adversely affect
                                    physical or functional interchangeability or
                                    performance (except where there is written
                                    agreement between the parties that the
                                    change can be made after Customer knows the
                                    effect thereof);

                           (2)      shall not detract from the safety of the
                                    product;

                           (3)      shall be acceptable to the Spectrum
                                    Regulatory Agency if required; and

                           (4)      Motorola shall notify Customer of any change
                                    that is not downward compatible.

10.0     DISCLAIMER OF PATENT LICENSE

         10.1     Nothing contained in this Agreement shall be deemed to grant,
                  either directly or by implication, any license under any
                  patents or patent applications of Motorola, except that
                  Customer shall have the normal non-exclusive royalty-free
                  license to use which is implied, or otherwise arises by
                  operation of law, in the sale of a product.

11.0     INTELLECTUAL PROPERTY INDEMNITY

         11.1     Motorola shall defend Customer against a claim that
                  Motorola-manufactured products or latest unmodified release of
                  Software supplied hereunder infringe a U.S. patent or
                  copyright, provided that (i) Customer promptly notifies
                  Motorola in writing of the claim, (ii) Motorola has sole
                  control of the defense and all related settlement
                  negotiations, and (iii) Customer gives Motorola information
                  and assistance for the defense of all at Motorola's expense
                  provided, however, that Customer's failure to provide such
                  notice shall not relieve Motorola of liability under this
                  Section 11 except to the extent Motorola was prejudiced
                  thereby. Subject to the conditions and limitations of
                  liability stated in this Agreement, Motorola shall indemnify
                  and hold Customer harmless from all payments which


                                      27
<Page>

                  by final judgments in such suits may be assessed against
                  Customer on account of such infringement and shall pay
                  resulting settlements, costs and damages finally awarded
                  against Customer by a court of law.

         11.2     Customer agrees that if Equipment or Software become, or in
                  Motorola's opinion are likely to become, the subject of such a
                  claim, Customer will permit Motorola, at its option and
                  expense, either to procure the right for Customer to continue
                  using such Equipment or Software or to replace or modify same
                  so that they become non-infringing without affecting the
                  function and capability, and if neither of the foregoing
                  alternatives is available on terms which are reasonable in
                  Customer's and Motorola's judgment, Customer can return
                  Motorola-manufactured products and/or Software for full credit
                  on the entire unusable portion thereof.

         11.3     Motorola has no liability for any claim of patent or copyright
                  infringement to the extent based upon adherence to
                  specifications, designs or instructions furnished by Customer,
                  nor for any claim based upon the combination, operation or use
                  of any Motorola-manufactured products or Software supplied
                  hereunder with products, software or data not supplied by
                  Motorola, nor for any claim to the extent based upon
                  alteration of the products or modification of any software
                  supplied by entities other than Motorola.

12.0     CONFIDENTIALITY

         12.1     From time to time during the performance of this Agreement,
                  the parties may deem it necessary to provide each other with
                  Confidential Information. The parties agree:

                  12.1.1   To maintain the confidentiality of such Confidential
                           Information and not disclose same to any third party,
                           except as authorized by the original disclosing party
                           in writing, or in connection with a public or private
                           debt or equity offering of securities, or as required
                           by law. Such Confidential Information also includes
                           oral and visual Confidential Information.

                  12.1.2   To restrict disclosure of Confidential Information to
                           employees who have a "need to know". Such
                           Confidential Information shall be handled with the
                           same degree of care which the receiving party applies
                           to its own confidential information but in no event
                           less than reasonable care.

                  12.1.3   To take precautions necessary and appropriate to
                           guard the confidentiality of Confidential
                           Information, including informing its employees and
                           consultants who handle such Confidential Information
                           that it is confidential and not to be disclosed to
                           others and as to all technical consultants obtain a
                           signed non-disclosure agreement consistent therewith.


                                      28
<Page>

                  12.1.4   That Confidential Information is and shall at all
                           times remain the property of the disclosing party. No
                           use of any Confidential Information is permitted
                           except as otherwise provided herein and no grant
                           under any proprietary rights is hereby given or
                           intended, including any license implied or otherwise.

                  12.1.5   To use such Confidential Information only as required
                           in performance of this Agreement.

         12.2     Except as may be required by applicable law, neither party
                  shall disclose to any third party the contents of this
                  Agreement, the Exhibits or any amendments hereto or thereto
                  for a period of two (2) years from the date of execution
                  hereof without the prior written consent of the other except
                  as provided for in Section 12.1.1.

13.0     TRADEMARK AND PUBLICITY

         Nothing contained in this Agreement shall be construed as conferring
         any right to use any name, trademark or other designation of either
         party hereto, including any contraction, abbreviation, or simulation of
         any of the foregoing, in advertising, publicity or marketing
         activities. No publicity, advertising, etc. with regard to this
         Agreement or the System which mentions the other party shall be
         released without prior written consent of the other party, except as
         may be required by law.

14.0     SHIPMENT, DELIVERY AND PACKING

         14.1     Motorola may ship products at any time during the "Time Frame"
                  (the interval between the shipment/implementation date and the
                  completion date for a particular activity as set forth in the
                  Implementation Schedule) and may invoice Customer upon
                  shipment as provided in Section 6 of this Agreement. No
                  shipment of products during said Time Frame shall be
                  considered early for purposes of invoicing.

         14.2     Customer shall select the carrier and notify Motorola in
                  writing or instruct Motorola to use the best available carrier
                  or any carrier as previously used by Customer, unless Customer
                  notifies Motorola not to use such carrier.

         14.3     Motorola shall use all reasonable efforts to ship products
                  directly to the Site or Customer designated warehouse.

         14.4     In the event that the Site or Customer designated warehouse is
                  not available to receive Equipment because Customer has not
                  met its obligations hereunder to receive the products when
                  shipped, Motorola, at its option, may ship said products to a
                  warehouse in or near the area as designated by Customer, and
                  Customer shall bear the costs of warehousing, reloading,
                  transporting, off-loading and moving the products onto the
                  Site when such Site becomes available.


                                      29
<Page>

         14.5     Shipping documentation shall be developed to the mutual
                  satisfaction of the parties. Shipping terms are FCA
                  manufacturing site or Motorola facility. The manufacturing
                  site may be other than a USA facility.

         14.6     Motorola shall have the Equipment securely packed so as to
                  withstand numerous handlings and loading as appropriate for
                  inland, sea and/or air transportation. Motorola shall take
                  reasonable protective measures to protect Equipment from
                  weather and shock, considering the different shapes and
                  special features of the Equipment.

15.0     TITLE, INDEMNITY, INSURANCE

         15.1     Good title, free and clear of all liens or other encumbrances
                  to the FNE and other Motorola provided products supplied
                  hereunder and risk of loss for all such products shall pass to
                  Customer upon delivery FCA point of shipment.

         15.2     The above notwithstanding, title to Software and underlying
                  intellectual property rights (i.e., patents, copyrights,
                  proprietary and confidential information, and know-how)
                  belonging to Motorola or any other third party shall remain
                  with Motorola or such third party. This Agreement only grants
                  a right to use such Software.

         15.3     All Equipment sold to Customer hereunder is new and Motorola
                  will provide any documents which may be reasonably requested
                  by Customer evidencing this fact.

         15.4     During the term of this Agreement, the parties shall indemnify
                  and hold harmless each other together with their directors,
                  officers, agents, employees, affiliates and subsidiaries from
                  any and all loss, damage, expense, judgment, lien, suit, cause
                  of action, demand or liability (collectively, "loss") for
                  personal injury (including death) and tangible property damage
                  which may be imposed on or incurred by one party arising
                  directly out of the intentional misconduct or negligent acts
                  or omissions of the other, its agents, subcontractors, or
                  employees during the performance of any work hereunder. The
                  indemnifying party shall, at its sole expense, defend any suit
                  based upon a claim or cause of action within the foregoing
                  indemnity provision and satisfy any judgment that may be
                  rendered against the other resulting therefrom, provided that
                  the indemnifying party shall be given (i) prompt notice of any
                  such claim or suit; and (ii) full opportunity to defend such
                  claim or suit; provided, however, that failure to provide such
                  notice shall not relieve the indemnifying party of liability
                  under this Section except to the extent the indemnifying party
                  was prejudiced thereby. The indemnified party may, at its
                  election, participate in the defense of any suit, and shall
                  cooperate fully in defending any claim or suits. The
                  indemnifying party shall pay all costs, expenses, and
                  reasonable attorney's fees incurred by the indemnified party
                  in connection with any such suit or in enforcing this
                  indemnity provision, provided a valid claim is presented.


                                      30
<Page>

         15.5     Customer and Motorola each shall be named as additional
                  insured under the other's comprehensive general liability
                  policy for claims arising out of work performed hereunder
                  (which includes but is not limited to product and public
                  liability, property and all risk insurance).



16.0     FORCE MAJEURE - EXCUSABLE DELAY

         16.1     Neither party shall be liable for delays in delivery or
                  performance, or for failure to manufacture, deliver or perform
                  when caused by any of the following which are beyond the
                  reasonable control of the delayed party:

                  16.1.1   Acts of God, acts of the public enemy, acts or
                           failures to act by the other party, acts of civil or
                           military authority, governmental priorities and
                           regulatory actions, strikes or other labor
                           disturbances, hurricanes, earthquakes, fires, floods,
                           epidemics, embargoes, war, riots, delays in
                           transportation, and loss or damage to goods in
                           transit, or;

                  16.1.2   Inability on account of causes beyond the reasonable
                           control of the delayed party or its suppliers to
                           obtain necessary products, components, services, or
                           facilities.

         16.2     In the event of any such delay, the date of delivery or
                  performance shall be extended for a period equal to the period
                  of time lost by reason of the delay. If any such delay lasts
                  for more than one hundred eighty (180) days, the parties shall
                  consult with one another for the purpose of agreeing upon the
                  basis on which the delayed party shall resume work at the end
                  of the delay. If no reasonable solution to the delay is
                  available, then either party may, by written notice, cancel
                  that portion of the Agreement which is delayed, and adjust the
                  Agreement price appropriately.

17.0     TERMINATION

         17.1     Either party may terminate this Agreement without liability by
                  the giving of notice, in accordance with Section 23, if (i)
                  the other makes a general assignment for the benefit of
                  creditors or goes into compulsory or voluntary liquidation,
                  (ii) if a petition in bankruptcy or under any insolvency law
                  is filed by or against the other and such petition is not
                  dismissed within sixty (60) days after it has been filed, or
                  (iii) the other shall commit any material breach of its
                  obligations hereunder.

                  In the case of any material breach, neither party shall
                  terminate this Agreement unless and until the other shall have
                  failed to cure such breach within thirty (30)


                                      31
<Page>

                  days after it shall have been served with a notice, in
                  accordance with Section 23, (i) stating the nature of the
                  breach, (ii) requiring that the breach be cured, and (iii)
                  stating its intention to terminate the Agreement if compliance
                  with the notice is not met.

         17.2     The termination of this Agreement shall not affect or
                  prejudice any provisions of this Agreement which are expressly
                  or by implication provided to continue in effect after such
                  termination.

         17.3     If this Agreement is terminated, Motorola shall have the right
                  to determine whether any unfilled Purchase Orders, in
                  existence at the time of such termination shall be completed
                  under the terms of this Agreement or canceled.

18.0     LIMITATION OF LIABILITY

         NEITHER PARTY, WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY,
         TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PATENT INFRINGEMENT,
         COPYRIGHT INFRINGEMENT, OR OTHERWISE, SHALL HAVE ANY LIABILITY FOR
         INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO,
         LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY
         ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS,
         (EXCEPT REPLACEMENT PRODUCTS UNDER SECTIONS 9 AND 11), FACILITIES OR
         SERVICE, OR DOWNTIME COSTS OR CLAIMS OF THIRD PARTIES TO THE FULL
         EXTENT SUCH MAY BE DISCLAIMED BY LAW.

19.0     ASSIGNMENT - RESALE OF EQUIPMENT

         19.1     Any re-sale of Equipment will require a re-licensing of the
                  Software from Motorola, including potential payment of an IPL
                  license fee by the new owner.

         19.2     The Agreement shall accrue to the benefit of and be binding
                  upon the parties hereto and any successor entity into which
                  either party shall have been merged or consolidated or to
                  which either party shall have sold or transferred all or
                  substantially all its assets. Specifically, Motorola may
                  assign this Agreement, provided that Motorola, Inc. shall
                  remain liable for performance hereunder. This Agreement shall
                  not be otherwise assigned by either party without the prior
                  written consent of the other party. In conjunction with any
                  agreed to assignment of this Agreement, Motorola agrees to
                  offer a software license the assignee pursuant to the terms
                  set forth in Exhibit "F". A reasonable new Software License
                  Fee may be required of any successive owner, other than an
                  AOE, of iDEN infrastructure Equipment.


                                      32
<Page>

         19.3     Notwithstanding anything to contrary elsewhere in this
                  Agreement, Customer may pledge, mortgage or otherwise assign
                  all or any portion of this Agreement or any orders hereunder
                  (or any combination thereof) to one or more providers of debt
                  or equity financing (provided any such intended assignee is
                  not a person or entity listed on the United States Department
                  of Commerce Denied Parties List or to a person or entity
                  residing in a country to which export of the iDEN Equipment is
                  prohibited under United States law) upon terms and conditions
                  satisfactory to Customer, provided that (i) Customer will
                  remain liable for all obligations arising out of this
                  Agreement, (ii) the assignee agrees in writing that the terms
                  and conditions of this Agreement shall apply to and be binding
                  upon the assignee to the same extent as Customer, to the
                  extent that the assignee is exercising any right under this
                  Agreement, (iii) in addition to any rights conferred on the
                  assignee, and Customer shall be treated as having placed the
                  order and paid for purchases for purposes of all rights and
                  benefits available to Customer under this Agreement.

         19.4     Motorola retains the right to subcontract, in whole or in
                  part, any effort required to fulfill its obligations under
                  this Agreement, provided Motorola shall remain liable for
                  performance hereunder.

         19.5     Motorola reserves the right to assign the obligations of
                  rendering the Implementation Services, Training, and the
                  Operation and Maintenance Service to one of its wholly owned
                  subsidiaries. In the event the assignment of the obligations
                  of rendering the Implementation Services, Training, and the
                  Operation and Maintenance Service is made to any other third
                  party, a prior approval from Customer will be required, which
                  will not be unreasonably withheld or delayed.

         19.6     Customer understands and agrees that notwithstanding the
                  assignment of the rights and obligations to an AOE, including
                  payment for Equipment and/or Services, Customer remains liable
                  for performance hereunder. Motorola accepts the assignment to
                  an AOE under the terms of Exhibit I, and Motorola remains
                  liable for the obligations under this Agreement.

20.0     GOVERNMENT COMPLIANCE

         This Agreement is a commercial contract and is governed by the terms
         and conditions negotiated by the parties contained herein. Customer
         represents and warrants that: (i) it is not a governmental entity; (ii)
         it is not owned in whole or in part, directly or indirectly, by any
         governmental entity;; and (iii) there is no other basis on which any
         regulations, decrees or laws applicable to sales to a governmental
         entity could be deemed applicable to this Agreement. The term
         "governmental entity," as used herein, shall include agencies and
         instrumentalities of U.S. federal, state and local governments as well
         as of governments outside of the U.S.


                                      33
<Page>

         In the event the Customer elects to sell Motorola products or services
         to any U.S. federal, state or local government agency, to any
         government entity outside the U.S., or to a prime contractor selling to
         any such government entity, Customer does so solely at its own option
         and risk, and agrees not to obligate Motorola as a subcontractor or
         otherwise, to the government entity. Customer remains solely and
         exclusively responsible for compliance with all statutes and
         regulations governing sales to the U.S. federal, state, local or
         foreign government agency. Motorola makes no representations,
         certifications or warranties whatsoever with respect to the ability of
         its goods, services or prices to satisfy any such statutes, regulations
         or clauses.

         In the event the purchases contemplated under this Agreement are
         financed using any funds obtained from OPIC or Eximbank, Motorola
         reserves the right to determine, on a case by case basis, whether
         representations and other governmental requirements can be provided to
         Customer or the aforementioned governmental entities.

21.0     GOVERNING LAW

         The validity, performance, and all matters relating to the effect of
         this Agreement and any amendment hereto shall be governed by the laws
         of State of New York without regard to its conflicts of laws
         provisions.

22.0     ORDER OF PRECEDENCE

         In the event of an inconsistency in this Agreement, the inconsistency
         shall be resolved by giving precedence in the following order:

         22.1     This Agreement and duly executed amendments thereto, with the
                  latest amendment precedence over earlier amendments;

         22.2     The Price Book, as may be amended from time to time by
                  Motorola;

         22.3     Purchase Orders and duly executed Change Orders thereto, with
                  the latest Change Order taking precedence over earlier Change
                  Orders;

         22.4     Exhibit "F" and all duly executed Amendments to Exhibit "F";

         22.5     All other Exhibits in alphabetical order and all duly executed
                  Amendments or Change Orders to said Exhibits.

23.0     NOTICE

         23.1     Notices required to be given by one party to another shall be
                  deemed properly given if reduced to writing and personally
                  delivered or transmitted by recognized express mail to the
                  address below, postage prepaid, or by facsimile with a


                                      34
<Page>

                  confirmation of transmission printed by sender's facsimile
                  machine, and shall be effective upon receipt.

                  23.1.1   Motorola shall send notices as follows:

                           Tricom Latinoamerica, S.A.
                           Campbell Corporate Services Limited
                           The Bank of Nova Scotia Building, P.O. Box 268
                           George Town, Grand Cayman
                           Cayman Islands
                           Attention: Mr. Marcos J. Troncoso


                           With a copy to:
                           Tricom, S.A.
                           Av. Lope de Vega No. 95
                           Santo Domingo, Dominican Republic
                           Attention: Mr. Marcos J. Troncoso
                           Fax: (809) 476-670
                           e-mail: mtroncoso@tricom.com.do

                           And to:

                           Tricom, S.A.
                           Av. Lope de Vega No. 95
                           Santo Domingo, Dominican Republic
                           Attention: Legal Department
                           Fax: (809) 476-4412
                           e-mail: mvelazquez@tricom.com.do


                  23.1.2   Customer shall send notices as follows:

                           Motorola, Inc.
                           Network Solutions Sector
                           Customer Solutions Group
                           Attention: Vice President, LACR
                           Fax #: 954-489-2030

                           e-mail: c17736@email.mot.com



                           With a copy to:

                           Motorola, Inc.
                           Network Solutions Sector
                           Customer Commercial Relations


                                      35
<Page>

                           Attention: Regional Commercial Director
                           Fax #: 847-435-6290

                           e-mail: lgamboa1@email.mot.com

         23.2     Either party may change the addresses for giving notice from
                  time to time by writen instructions to the other of such
                  change of address.

24.0     SURVIVAL OF PROVISIONS

         The parties agree that the Sections 8.0, 11.0, 12.0, 15.0, 18.0, 21.0,
         23.0, 29.0, 32.0 and any other provision where the context of such
         provision indicates an intent that it shall survive the term of this
         Agreement, it shall survive.

25.0     WAIVER AND HEADINGS

         Failure or delay on the part of Motorola or Customer to exercise any
         right, power, or privilege hereunder shall not operate as a waiver.
         Section and paragraph headings used in this Agreement are for
         convenience only and are not to be used to construe the provisions of
         this Agreement.

26.0     AUTHORITY

         Each party hereto represents and warrants that:

         26.1     It has obtained all necessary approvals, consents and
                  authorizations of third parties and governmental authorities
                  to enter into this Agreement and has obtained or will obtain
                  all necessary approvals, consents and authorizations of third
                  parties and governmental authorities to perform and carry out
                  its obligations hereunder;

         26.2     The persons executing this Agreement on its behalf have
                  express authority to do so, and, in so doing, to bind the
                  party thereto;

         26.3     The execution, delivery, and performance of this Agreement
                  does not violate any provision of any bylaw, charter,
                  regulation, or any other governing authority of the party;
                  and;

         26.4     The execution, delivery, and performance of this Agreement has
                  been duly authorized by all necessary partnership or corporate
                  action and this Agreement is a valid and binding obligation of
                  such party, enforceable in accordance with its terms.


                                      36
<Page>

27.0     INCORPORATION OF EXHIBITS

         The Exhibits described in the Exhibit List are specifically
         incorporated by reference into this Agreement as if fully set forth
         herein.

28.0     RE-EXPORTATION OF TECHNICAL DATA OR PRODUCTS

         Customer understands that all equipment, proprietary data, know-how,
         software, or other data or information obtained by Customer from
         Motorola is considered to be United States technology and is licensed
         for export and re-export by the United States Government. Customer
         therefore agrees that it will not, without the prior written consent of
         Motorola and the Office of Export Control, United States Department of
         Commerce, Washington, DC 20230, USA, knowingly export, re-export, or
         cause to be exported or re-exported, either directly or indirectly, any
         such equipment, proprietary data, know-how, software, or other data or
         information, or any direct or indirect product thereof, to any
         destination prohibited or restricted under United States law. Customer
         understands that the list of prohibited or restricted destinations may
         be amended from time to time by the United States Department of
         Commerce and that all such amendments shall be applicable to this
         Agreement.

29.0     DISPUTES, DISPUTE RESOLUTION AND ARBITRATION

         Motorola and Customer will attempt to settle any claim or controversy
         arising out of this Agreement through consultation and negotiation in
         good faith and a spirit of mutual cooperation. If those attempts fail,
         then, except for disputes related to alleged patent, copyright, or
         trademark infringement, the dispute will be mediated by a mutually
         acceptable mediator to be chosen by Motorola and Customer within thirty
         (30) days after written notice by the other demanding mediation.
         Neither party may unreasonably withhold consent to the selection of a
         mediator, and Motorola and Customer will share the costs of the
         mediation equally. Venue for mediation shall be the United States of
         America. By mutual agreement, however, the parties may postpone
         mediation until they have each completed some specified but limited
         discovery about the dispute. The parties may also agree to replace
         mediation with some other form of alternative dispute resolution (ADR),
         such as neutral fact-finding or a mini-trial.

         Any dispute which the parties cannot resolve through negotiation,
         mediation, or other form of ADR within four (4) months of the date of
         the initial demand for it may then be submitted to arbitration as
         described below. The use of any ADR procedures will not be construed
         under the doctrines of latches, waiver, or estoppel to affect adversely
         the rights of either party. And nothing in this section will prevent
         either party from resorting to arbitration if good faith efforts to
         resolve the dispute under these procedures have been unsuccessful or,
         in any case of alleged patent, copyright, trademark or any other
         intellectual property right infringement or alleged confidentiality
         violation, interim relief


                                      37
<Page>

         from a court is necessary to prevent serious and irreparable injury to
         one party or to others.

         Except as otherwise described above, and for disputes pertaining to a
         party's intellectual property, any dispute arising out of or in
         connection with this Agreement shall be submitted for arbitration in
         Miami, Florida, USA to be conducted by the American Arbitration
         Association in accordance with its substantive and procedural rules.
         All such proceedings shall be conducted in English and a daily
         transcript shall be prepared in English. In the event that a dispute
         arises between Motorola and Customer, three arbitrators shall be
         selected as follows: one shall be selected by Customer, one by
         Motorola, and the third by the other two selected arbitrator, which
         third arbitrator shall concurrently serve as chairman of the
         arbitration panel; provided, that if either Motorola or Customer does
         not select an arbitrator, then the arbitrator selected by the other
         party may select the remaining two arbitrators. All of the arbitrators
         shall be fluent in the English and Spanish languages. The English
         language text of this Agreement shall be used in any arbitration
         proceedings commenced pursuant to this Section. Arbitration awards
         shall be final and binding on the parties hereto. The costs of
         arbitration shall be reasonably determined by the arbitration panel.
         Any award of the arbitrators shall be enforceable by any court having
         jurisdiction over the party against which the award has been rendered,
         or wherever assets of the party against which the award has been
         rendered can be located.

30.0     LANGUAGE

         The definitive text of this Agreement and its Exhibits shall be in
         English and all communications between the parties in the course of the
         present Agreement shall be made in English.

31.0     SEVERABILITY

         In the event that any one or more of the provisions contained in the
         Agreement or in any of the Exhibits hereto should be determined to be
         invalid, illegal, or unenforceable in any respect, the validity,
         legality, and enforceability of the remaining provisions shall not in
         any way be affected or impaired. The parties shall endeavor in good
         faith to replace any invalid, illegal, or unenforceable provision with
         a valid provision, the economic effect of which comes as close as
         possible to that of the invalid, illegal, or unenforceable provision.

32.0     ENTIRE AGREEMENT

         This Agreement and the Exhibits hereto constitute the entire
         understanding between the parties concerning the subject matter hereof
         and supersede all prior discussions, agreements, and representations,
         whether oral or written, and whether or not executed by Motorola and
         Customer.


                                      38
<Page>

         No modification, Amendment, Change Order, or other change may be made
         to this Agreement or any Exhibit unless reduced to writing and executed
         by authorized representatives of both parties.

         The terms and conditions of this Agreement shall prevail
         notwithstanding any variance with the terms and conditions of any order
         submitted by Customer following execution of this Agreement. In no
         event shall the preprinted terms and conditions found on any Customer
         purchase order, acknowledgment, a Change Order, or other form be
         considered an Amendment, or modification of this Agreement, even if
         such documents are signed by representatives of both parties. Such
         preprinted terms and conditions shall be null and void and of no force
         and effect.


                                      39
<Page>

33.0     COUNTERPARTS AND FACSIMILE SIGNATURES

         Facsimile signatures shall be treated as originals and this Agreement
         may be executed in multiple counterparts, each of which shall be deemed
         an original and all of which taken together shall constitute one and
         the same instrument.



34.0     COMMENCEMENT OF WORK

         Motorola's obligations to commence work hereunder shall begin upon the
         date which Customer satisfies the requirements of Section 7.2.1. All
         time periods for completion of Motorola's obligations shall commence on
         such date.


This Agreement is effective as of the 31 day of July, 2000 ("Effective Date").



MOTOROLA, INC.                          TRICOM LATINOAMERICA, S.A.




/s/ Jose Figueroa                       /s/ Marcus J. Troncoso
-------------------------------------   --------------------------------------
Signature                               Signature


    Jose Figueroa                           Marcus J. Troncoso
-------------------------------------   --------------------------------------
Printed/Typed Name                      Printed/Typed Name


 Vice President and General Manager            Secretary and Director
-------------------------------------   --------------------------------------
Title                                   Title



                                      40
<Page>

                                  EXHIBIT LIST


EXHIBIT "A"       INITIAL  SYSTEM'S FIRM QUOTE FOR EACH COUNTRY IN THE AREA.
                  PLEASE REFER TO INITIAL SYSTEM'S FIRM QUOTE DEFINITION.

EXHIBIT "B"       TECHNICAL OVERVIEW: NOTES ON THE IDEN SYSTEM [THE CURRENT
                  VERSION IS MAINTAINED ON THE IDEN WEB SITE. A HARD COPY OF
                  VERSION 68P81095E55-D, DATED MAY __, 1999 IS ATTACHED.]

EXHIBIT "C"       SYSTEM PERFORMANCE CRITERIA AND ACCEPTANCE TEST PLAN

EXHIBIT "D"       IMPLEMENTATION ENGINEERING, SITE PREPARATION, INSTALLATION AND
                  INTEGRATION

EXHIBIT "E-1"     SYSTEM HARDWARE MAINTENANCE

EXHIBIT "E-2"     SOFTWARE SYSTEM MAINTENANCE

EXHIBIT "F"       SOFTWARE LICENSE

EXHIBIT "G"       TRAINING

EXHIBIT "H"       DOCUMENTATION

EXHIBIT "I"       ADDITIONAL OPERATING ENTITY

EXHIBIT "J"       EBTS VOLUME PRICING SCHEDULE

EXHIBIT "K"       SUPPLIER'S BATTERY WARRANTY

EXHIBIT "L"       Requests for Quotation





                                      42
<Page>

                                   EXHIBIT "A"
                 TO THE iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                                     TRICOM

         [4 pages. Confidential portion omitted and filed separately with the
          Securities and Exchange Commission pursuant to an application for
          confidential treatment pursuant to Rule 24b-2 under the Securities
          Exchange Act of 1934, as amended.]




<Page>

                                   EXHIBIT "B"
                 TO THE iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                                     TRICOM

                         iDEN GENERIC SYSTEM DESCRIPTION

For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"B" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.

INTRODUCTION/OVERVIEW:

         The technical overview of the System is organized into three major
         topic areas:

         1.       Section 1.0 introduces the general System architecture,
                  features, and capabilities.

         2.       Section 2.0 provides a more detailed description of the Fixed
                  Network Equipment (FNE) and components.

         3.       Section 3.0 provides information regarding System quality and
                  reliability.

         This document is a general system overview. Please refer to the
         associated Section III, Pricing, for specific features and their
         associated prices.

1.       GENERAL OVERVIEW

         The following is an overview of the System and an introduction to the
         System architecture. In this section, the general System architecture
         and features are described without regard to any specific
         implementation. FIGURE 1-1 MOTOROLA iDEN PRODUCT OFFERING shows an
         overview of the Motorola iDEN product offering.


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1.1      iDEN SYSTEM TECHNOLOGY

         Motorola's Integrated Dispatch Enhanced Network (iDEN) System is the
         second generation, fully digital, integrated radio-telephone and
         dispatch system in the trunked SMR land mobile spectrum and contains
         the following features:

         o Dispatch Communications Features

                  - Private Call

                  - Group Call

                  - Automatic Queuing and Callback

                  - Recent User Priority

                  - Accounting Records Collection

         o Telephone Interconnect Communications Features

                  - Full Duplex

                  - Call Transfer (No Answer Transfer and Busy Transfer)

                  - Call Forwarding (User Defineable Conditions)

                  - Call Restrictions (User Defineable Conditions)

                  - Call Hold

                  - Call Waiting

                  - Three Party Conference Calling

                  - Accounting Records Collection

         o Increased capacity, up to six times that of analog trunking through
           digital TDMA transmission and VSELP voice compression technologies.

         o Handportable Viability


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         [GRAPHIC OMITTED]

         FIGURE 1-1 MOTOROLA ESMR PRODUCT OFFERING





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1.1.1    LINK INTEGRITY

         The System architecture incorporates several features which are
         designed to maximize the integrity of the communication link.
         Considerable emphasis is given to the signaling performance.

         Measurements are made both by the MS unit and the base equipment. The
         number and types of measured parameters include up-link and down-link
         signal levels and down-link signal levels of adjacent cells. Also, a
         unique feature of the use of digital communication is the use of the
         signal quality coding to estimate the bit error-rate of the channel.
         This measurement allows for a characterization of the impact of
         co-channel and adjacent channel interference, even when signal levels
         are relatively high.

1.1.2    FEATURES

         1.1.2.1  MS SERVICES

         Several categories of tele-services are available, including basic
         speech (duplex telephone interconnect and half-duplex dispatch), short
         message service (i.e., paging like service), facsimile, and modem port.
         Non-transparent transmission is used with the inherent RF channel error
         correction. Data rates of 1200, 2400 and 4800 bits per second are
         provided. This error detection/re-transmission scheme provides for much
         reduced net error rates but with a non-deterministic throughput rate
         dependent on the radio channel quality.

         In addition to provisions for voice communication, the System's mobile
         units provide a data port interface to connect standard data terminal
         equipment. A data IWF (Interworking Function) located at the MSC
         (Mobile Switching Center) allows inter-working with the analog-oriented
         PSTN (Public Switched Telephone Network). The IWF connects data from
         the mobile through a modem and converts the modem audio into PCM format
         for connection to a PSTN digital trunk. The call set-up message from
         the MS includes a bearer capability information element to indicate
         which type of data call is being set-up.

1.1.3    SECURITY FEATURES

         Security features of the System protect both users and operators
         against vulnerability of the over-the-air interface. This protects
         against the misuse of valuable resources.


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1.1.4    INCREASED CAPACITY

         1.1.4.1  USE OF ADVANCED MODULATION TECHNIQUES AND GEOGRAPHIC REUSE

         The System provides for increased MS unit capacity. Research in
         modulation technology for land mobile radio has resulted in a practical
         digital modulation technique, which, when combined with TDMA and a
         digital speech coding method, can convey 6 voice/data channels in a
         single 25 kHz RF channel at 800 MHz (except for time slots reserved for
         control purposes). Optionally, time slots can be combined in offset
         pairs to support a higher vocoder rate in interconnect mode. The
         digital speech subsystem consists of VSELP speech encoding technique
         coupled with a channel error control method. A modified speech coding
         modulation subsystem has been incorporated in the System to fit within
         the FCC Part 90, 25 kHz bandwidth limitation.

         1.1.4.2  HANDPORTABLE VIABILITY

         Several considerations have been given by the System architects to
         improve the viability of handportables. Most of these relate to
         reducing the power consumption of the handportable. Among these key
         provisions are:

         o Active Power Control

         o Discontinuous Transmit

1.1.5    SYSTEM DESCRIPTION

         The System will support:

         o Network Architecture and Interfaces

         o Dispatch Services

         o Security Features

         o Speech Coding

         o Channel Coding

         o Radio Channel Structure

         o Traffic and Control Channels

         o Radio Channel Modulation


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         o MS Power Control

         o Discontinuous Transmit is supported for both interconnect and
           dispatch MS units.

         o Discontinuous Receive is supported for interconnect only MS units due
           to the short response time requirement placed upon dispatch MS units.

         o Signal Level/Quality Measurement

         The following discussion highlights and describes some of these
         differences.

         1.1.5.1 FUNCTIONAL NETWORK ARCHITECTURE AND PRINCIPAL INTERFACES

         The nominal public land mobile network embodied by the System consists
         of mobile and portable subscribers in communication with an
         infrastructure consisting of a multiplicity of base station Sites
         controlled by a MSO (Mobile Switching Office). From the MS unit's point
         of view, the System can be thought of as an extension of the modern
         PSTN with standard signaling from the base station systems through the
         MSO to the PSTN.

         The System, distinct from the PSTN, is capable of unique network
         functions owing to the special mobile services offered including:

         o Basic service provision, telephone interconnect and dispatch

         o Call handling:

                  - queuing (dispatch only)

                  - off air phone number entry

                  - security related services

                  - DTMF capability

         o MS authentication

         o Supplementary services

         o Interconnect operations support:

                  - location registration

                  - handover

         o Network management

         Special call processing functions unique to the System are provided
         including:


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         o Authentication

         o Dispatch call processing

         o Short message service (Message-Mail(TM))

         o Traffic channel assignment

         o MS paging (for call set-up)

         o Power control

         o MS timing advance

         o Discontinuous transmit and receive

         o Call processing procedures include:

                  - location updating

                  - call origination; MS unit/network

                  - call clearing; MS unit/network

         o Handover; inter-cell and intra-cell

         FIGURE 1-2 SYSTEM NETWORK ENTITIES AND INTERFACES shows the System
         network elements and their interfaces to one another.





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         [GRAPHIC OMITTED]

         FIGURE 1-2 SYSTEM NETWORK ENTITIES AND INTERFACES





                                       8
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1.1.6    SYSTEM NETWORK ENTITIES

         The System network entities are:

         MS (MOBILE STATION)

         The radio equipment and man-machine interface that a subscriber needs
         to access System services.

         EBTS (ENHANCED BASE TRANSCEIVER SYSTEM)

         The set of radio transceivers, controlling equipment, and antennas
         which are located at the base Sites to provide radio coverage in a
         specific geographic area. The EBTS serves one or more sectors in a cell
         and supports multiple RF frequencies if so equipped.

         BSC (BASE STATION CONTROLLER)

         The intermediate controlling element between the EBTS and the MSC. The
         BSC provides control and concentration functions for one or more cells
         and their associated MSs.

         MSO (MOBILE SWITCHING OFFICE)

         The telephone and dispatch switching office for mobile originated or
         terminated traffic.

         MSC (MOBILE SWITCHING CENTER)

         Provides call and signaling control at the MSO Site. The MSC can be
         integrated with the HLR, or stand-alone. The MSC provides the interface
         from the iDEN system to the PSTN for calls terminating or originating
         outside of the iDEN System.

         HLR (HOME LOCATION REGISTER)

         The database oriented processing network entity that contains the
         master database of the subscribers to the System. The HLR can be
         integrated with the MSC. The AUC (Authentication Center) is integrated
         with the HLR.

         VLR (VISITED LOCATION REGISTER)

         The database oriented processing network entity that temporarily
         contains information for subscribers roaming in a given location area.
         The VLR is integrated with the MSC Switch.


                                       9
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         OMC (OPERATIONS AND MAINTENANCE CENTER)

         A central network entity that controls and monitors the DAP, EBTS and
         BSC/XCDR. Other network entities such as the MSC and HLR may be
         accessed remotely through a terminal emulation connection.

         DAP (DISPATCH APPLICATIONS PROCESSOR)

         The processing entity for dispatch call functions. This processor
         controls the assignment and routing of dispatch call services.

         MPS (METRO PACKET SWITCH)

         The packet switching engine for dispatch call functions. The MPS
         provides voice and control packet switching and distribution between
         the cell Sites in response to routes set-up by the DAP for the support
         of dispatch call services.

         XCDR (SPEECH TRANSCODER)

         The digital signal processing equipment (component of the BSC) required
         to perform speech encoding and decoding. The speech transcoder converts
         the 64 K bit/s PCM in the land network to the compressed vocoder format
         used on the air interface.

         IWF (INTERWORKING FUNCTION) AND MODEMS

         The IWF performs the data rate adaptation between the iDEN System and
         the PSTN. The IWF provides the mobile subscribers access to a modem
         pool for data transmission so that communication with a PSTN-based
         modem is possible.

         SMS (SHORT MESSAGE SERVICE)

         The Message Mail(TM) Short Message Service provides the user with the
         ability to transmit alphanumeric messages visible on the MS units
         display.

         DCS (DIGITAL CROSSCONNECT SYSTEM)

         The DCS may be optionally required depending upon the customers network
         configuration, for the System network interfaces listed below. The DCS
         provides filling and grooming functions that allow configurable
         bandwidth management of backbone transports, thus eliminating
         stand-alone multiplexers and manual cross-connects. Control of direct
         DSO/timeslot connectivity must be capable under software control for
         the interfaces between the:

         o MSO and RSOs (Remote Switching Office)


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<Page>

         o RSO to RSO for dispatch voice traffic

         o RSO and its associated EBTS Sites

         During the final design stage, Motorola will work with Customer to
         provide the required information for Customer to determine the
         configuration, sizing, and quantity of DCS needed to support the System
         transport interface requirements. Figure 1.2 shows a basic generic DCS
         configuration. DCS equipment is not supplied unless included in Section
         III, Pricing.

         The following sections provide a more detailed description of the key
         System network elements:

         1.1.6.1 MS (MOBILE STATION)

         The MS includes the radio equipment and man-machine interface that a
         Subscriber needs to access the services provided by the iDEN system. A
         dispatcher position is typically configured as a fixed MS and referred
         to as a DS (Dispatch Station). MSs can be installed in vehicles or be
         portable or hand held stations. The MS includes provisions for data
         communication as well as voice.

         Each MS is identified by a unique mobile IMEI (International Mobile
         Equipment Identifier) which is permanently stored in the mobile unit.
         Upon request, the MS sends this number over the signaling channel to
         the MSC. Security functions are provided through authentication. Refer
         to sections 1.2.2 and 1.1.6.3 for a description of authentication
         during Telephone Interconnect call set-up.

         The authentication process is similar for both telephone interconnect
         and dispatch operation. The MSC processes the authentication activity
         for both operations. Hence, a change in an MS's telephone location area
         automatically triggers the re-authentication process. For Telephone
         Interconnect: authentication takes place when a MS powers on, initiates
         a call, or when it travels from one telephone location area to another
         telephone location area. For Dispatch: authentication takes place when
         an MS powers on or when it moves from one dispatch location area to
         another.

         Just as the IMEI identifies the mobile EQUIPMENT, other numbers are
         used to identify the MS unit's other characteristics. Different MS unit
         identities are used in different phases of call setup. The MS unit's
         telephone number (MS-ISDN) is the number a calling party dials to reach
         the MS unit. It is used by the land network to route calls toward an
         appropriate MSC. The MS unit's identity is the International Mobile
         Subscriber Identity IMSI (International Mobile Subscriber Identity)
         which is the primary identity of the MS unit within the mobile network
         and is permanently assigned to it. The System can also assign a
         Temporary Mobile Station Identity (TMSI) number. This number can be
         periodically changed by the System and protects the MS unit from being
         identified by someone attempting to monitor the radio channel.


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         1.1.6.2 MSC (MOBILE SWITCHING CENTER)

         The MSC provides an interface between the PSTN and mobile network. The
         MSC is the telephone switching office for mobile originated or
         terminated traffic. Each MSC provides service to mobiles located within
         a certain geographic coverage area, and the network can contain more
         than one MSC. The MSC provides interfaces to the PSTN, and also
         interfaces to the terrestrial circuits from the transcoders.

         The MSC controls the call setup and routing procedures in a manner
         similar to the functions of a land network end office. On the land
         network side, the MSC performs call signaling functions. Other types of
         land network interfaces can also be provided as options. Other call
         control functions include number translations and routing, matrix path
         control, and allocation of outgoing trunks. The MSC collects call
         billing data, formats the call records, and sends them magnetic tape
         and/or an optional billing center. The MSC also collects traffic
         statistics for performance management purposes.

         In addition to call control functions typical of a land network switch,
         the MSC performs other functions unique to the mobile environment. The
         MSC also supports the security procedures used to control access to the
         radio channels. These procedures include validating the identity of the
         mobile station.

         In addition to the call setup procedures, the MSC also controls the
         location registration and handover procedures. Location registration
         (and location update) allows mobiles to report changes in their
         locations enabling automatic completion of mobile terminated calls. The
         handover procedure preserves call connections as mobiles move from one
         radio coverage area to another during an established call. Handovers
         within and between cells controlled by a single BSC are controlled by
         that BSC. When handovers are between cells controlled by different
         BSCs, the primary control is at the MSC.

         The Motorola MSC uses Northern Telecom's DMS-MSC(TM) Switch for
         telephone interconnect services. The MSC Switch is based on Northern
         Telecom's DMS supernode family of switching products.

         1.1.6.3 HLR (HOME LOCATION REGISTER)

         The System requires Location Register (LR) network entities. These
         entities are the HLRs and VLRs. The LRs are database oriented
         processing nodes which address the needs of managing MS unit data and
         keeping track of a mobile station's location as it moves through the
         network.

         The HLR is the reference database for MS unit interconnect parameters.
         Various identification numbers and addresses are stored as well as
         authentication parameters, services subscribed, special routing
         information, MS unit status, and associated VLR.


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         The HLR contains the master database of the subscribers to the System.
         This data is remotely accessed by the MSCs and VLRs in the network. The
         System may include more than one HLR, in which case each HLR contains a
         portion of the total MS unit database. The MS unit data may be accessed
         by either the IMSI or the MS-ISDN. The data can also be referenced by
         an MSC or a VLR in another iDEN system to allow inter-system roaming.

         The data stored in the HLR indicates which basic and supplementary
         interconnect services a given MS unit is allowed to use. This data is
         changed only when new subscribers are added or deleted, or the specific
         services they subscribe to are changed. The HLR data also includes
         temporary information related to supplementary services such as the
         current call forwarding number.

         A MS unit's HLR entry also includes the address of its current VLR.
         This information, in connection with the VLR data explained below,
         allows completion of calls to roaming subscribers.

         The HLR function also includes the Authentication Center (AUC). The AUC
         generates and stores the parameters necessary to authenticate a MS
         unit's identity.

         1.1.6.4 VLR (VISITED LOCATION REGISTER)

         The VLR contains a copy of most of the data stored at the HLR, but this
         is a temporary entry which exists only as long as a particular MS unit
         is known to be operating within the area controlled by the VLR. The VLR
         data base contains some duplicated HLR data as well as more precise
         location information and status.

         Cells in the System are grouped into geographic areas and each is
         assigned at least one Location Area Identity (LAI). Each VLR controls a
         certain set of LAIs. When a mobile MS unit roams from one LAI to
         another, its current location is automatically updated in its VLR
         entry. If the old and new LAIs are under control of two different VLRs,
         the entry on the old VLR is deleted and a new entry is created at the
         new VLR by copying the basic data from the HLR entry. The MS unit's
         current VLR address, stored at the HLR, is also updated. This provides
         the information necessary to complete calls to roaming subscribers. The
         VLR also controls the assignment of Mobile Station Roaming Number
         (MSRN). The call is then forwarded using the MSRN as the called
         address. The MSRN causes the call to be routed to the MSC which
         controls the base stations in the LA (Location Area) where the MS unit
         is currently located.

         The VLR also allocates handover numbers for use in inter-MSC handovers.
         These handovers require the call to be dynamically re-routed from the
         source MSC to the target MSC. The handover number functions similarly
         to an MSRN in that it allows the required voice trunk connection to be
         set up by routing through the existing land network. Signaling for
         inter-MSC handover requires dedicated CCS/C7(CCITT) or CCS/SS7(ANSI)
         links between MSCs.


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         The VLR also controls allocation of new TMSI numbers. A MS unit's TMSI
         may be periodically changed to secure the MS unit's identity. TMSIs are
         changed whenever an MS does a location update.

         The database in the VLR can be accessed by TMSI, IMSI, or MSRN.

         1.1.6.5 OMC (OPERATIONS AND MAINTENANCE CENTER)

         The OMC provides a central point from which to control and monitor the
         DAP, EBTS and BSC/XCDR. The MSC and HLR may be accessible via a
         terminal emulation window. The OMC is connected to the DAP, EBTS and
         BSC/XCDR via an X.25 packet network.

         The OMC provides alarm handling functions to report and log alarms
         generated by the other network entities.

         The fault management functions of the OMC allow network devices to be
         manually or automatically removed from or restored to service. The
         status of network devices can be checked from the OMC, and tests and
         diagnostics on various devices can be invoked.

         The performance management functions include collecting traffic
         statistics from the iDEN RF network entities (BSC, DAP, EBTS) and
         archiving them in disk files or displaying them for analysis.

         The OMC provides System change control for the various versions of the
         software and configuration databases in the network entities. Software
         loads can be downloaded from the OMC to other network entities by the
         OMC. The OMC keeps track of which network entities are running which
         versions of software. Software upgrades can be coordinated from the
         OMC.

         The System configuration data bases of the other network entities can
         also be downloaded from the OMC. These databases change as the physical
         configuration of the network expands to accommodate growth. By using
         either network management procedures to manipulate defined managed
         objects or by using a remote man-machine interface when objects are not
         defined, the data bases on other entities can be changed from the OMC.
         The OMC can also perform consistency checks on data bases in the other
         entities.

         1.1.6.6 BILLING CENTER (PART OF CUSTOMER PROVIDED ADMINISTRATIVE DATA
         CENTER (ADC))

         The billing center is a system that must be provided by Customer which
         collects the billing data from the iDEN network entities and applies
         the billing data to subscribers' accounts. Tapes are used to transfer
         billing records from the MSC, SMS-SC, and the DAP to the Billing
         Center.


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1.1.7    INTERFACES USAGE

         For interfaces between the MSC and the PSTN, the MSC is capable of
         interfacing to the local Central Office (CO) of the PSTN in MF (Multi
         Frequency) in-band signaling. The actual interface will depend on the
         capability of the local CO at the time the System is deployed.

         Inter-MSC handovers require dedicated CCS/C7(CCITT) circuits between
         the two MSCs involved. Details on signaling must be provided by the
         customer. Unique requirements may cause the need for additional
         equipment and services.

1.1.8    BASE RADIO ARCHITECTURE AND OPERATION

         Various configurations of base stations are available to adapt to
         different radio network design requirements. The MSC communicates and
         passes traffic to the XCDR and BSC which provide the opportunity for
         remote switching, distributed control, and traffic concentration. The
         introduction of the BSC is a key architectural feature of the System
         for providing wide area coverage capability.

         The interface between the MSC and the BSC is based on CCS/C7 (CCITT)
         (A-Interface). At the application levels, the System uses a special set
         of messages, unique to mobile application such as handover control
         signaling.

         The principal functions of the BSC include managing the radio channels
         and transferring signaling information to and from MSs for interconnect
         traffic. Many types of call handling signaling do not directly affect
         the BSC because the BSC merely serves as a relay point between a MS and
         the MSC.

         The BSC also includes a digital switching matrix. No fixed circuit
         relationship between the radio channels at the BSC/EBTS and the
         terrestrial circuits which connect the BSC/EBTS to the MSC exist. While
         the EBTS selects the radio channel, the terrestrial circuits are
         selected by the MSC. The switching matrix in the BSC is then used to
         connect the two together. The switching matrix also allows the BSC to
         perform most cell interconnect handovers without involving the MSC.

1.1.9    PROPERTIES OF THE RADIO INTERFACE

         The following provides some key radio related technical characteristics
         of the System.

         1.1.9.1  FREQUENCY BAND

         The assigned frequencies between 806-821 MHz are for base receive and
         between 851-866 MHz for base transmit. Carriers are spaced every 25 kHz
         in 45 MHz channel pairs. Channels offset by 12.5 kHz are supported.


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         1.1.9.2  RADIO CHANNEL ACCESS METHOD

         The channel transmission used for the System is time division
         multiplex. This physical channel supports a variety of logical
         signaling and traffic channels. Three or six traffic channels can be
         multiplexed onto a single radio carrier. The speech coder is called
         Vector Sum Excited Linear Prediction (VSELP) coding which incorporates
         a long term predictor. In addition, there are numerous types of logical
         control channels tailored to specific purposes. These include
         broadcast, multiple access, and dedicated channels (both stand alone
         and or associated with user traffic). Logical control channels are
         sub-multiplexed with each other and with other traffic channels in a
         multiple tier frame structure over the radio path.

         1.1.9.3  PHYSICAL RADIO CHANNEL

         The gross radio channel bit rate used in the System is 64 Kbits. The
         selected modulation is M16QAM. This technique, which is linear,
         provides for a highly desirable combination of modulation efficiency,
         sensitivity, acceptable C/I trade-offs, and low adjacent channel
         interference.

         For the typical environments experienced, the symbol duration is
         sufficiently long that no sophisticated equalization techniques are
         required to eliminate the effects of inter-symbol interference which
         would otherwise cause significant reception complications. Periodic
         pilot symbols embedded in every transmitted burst are used so the
         receiver can synchronize and obtain an estimate of the radio channel
         impulse response. Differential delays up to 24 microseconds are
         accommodated.

         The coding of the speech traffic information for the radio channel is
         accomplished as follows. Blocks of 30 msec (6:1 iDEN) or 15 msec (3:1
         iDEN) speech represented by coded samples are speech coded by the VSELP
         encoder. Redundancy is added to the most important bits by means of a
         trellis code.

         The types of channel coding used for the radio path are optimized for
         the particular traffic (aside from speech) or control signaling. For
         error control over the faded radio channel, a combination of block
         coding (providing error detection and correction) and trellis coding is
         used.

1.1.10   RADIO SYSTEM ISSUES AND CONTROL FUNCTIONS

         1.1.10.1 HANDOVER FOR TELEPHONE INTERCONNECT

         Handover allows for maintaining the link quality for user connections,
         minimizing interference, and managing traffic distributions. The mobile
         assisted technique is accurate and fast.

         Measurements which feed the handover decision algorithm are made at
         both ends of the radio link. MS unit measurements are signaled to the
         base where the determination for handover is ultimately made. EBTS
         measurements, which are available to the handover algorithm, involve
         only the uplink communication path.


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         1.1.10.2 POWER CONTROL

         Transmitter power control is employed for the MS. The key purpose is to
         control interference, but in the case of handportables, reducing the
         power serves further to extend the battery life.

         1.1.10.3 DTX (DISCONTINUOUS TRANSMIT)

         The System allows use of DTx of speech using a voice activity detector.

         1.1.10.4 DRX (DISCONTINUOUS RECEIVE)

         Discontinuous receive is a group paging technique whereby the MS is not
         required to be in a continuously active receive mode to detect pages
         and control signaling information. This feature is only supported when
         an MS is configured as an interconnect only unit.

         1.1.10.5 LOGICAL CHANNELS AND FUNCTIONAL LAYERING

         The functional layering of the System is partially based on the seven
         layer model for open systems interconnection suggested by the ISO. Each
         layer performs a specific set of functions that are isolated and
         enhances those performed by the lower layers. This philosophy
         facilitates a modular approach to implementation. The functions
         occurring at one layer have only limited interaction with those at
         another.

         Layer 1 consists of the physical channel layer and is concerned with
         transmitting and receiving coded information symbols over the radio
         link. Layer 1 provides for the basic TDM frame structure. Layer 2
         provides for the multiplexing and de-multiplexing of the multiple and
         diverse types of logical channels that are required (e.g. traffic,
         signaling, synchronization, control channels, etc.). Finally, Layer 3
         provides for the three major management functions - radio resource
         management (paging, assignments, handover, measurement reports, etc.),
         the mobility management (authorization, location updating, MS unit
         attach/detach, periodic registration, identification confidentiality,
         etc., and call management (control, supplementary services, DTMF, short
         message data, etc.)

         1.1.10.6 TIMING ADJUSTMENT

         Due to the short duration of the TDMA bursts (15 msec.), a closed loop
         mechanism for providing timing correction for the MS unit is provided
         to minimize the guard time needed between bursts.

         1.1.10.7 SYNCHRONIZATION

         Synchronization is a key feature for the System. By design, all
         frequencies and times are locked to a high stability reference. The
         time reference is locked to a system-wide standard. The frequency
         reference is provided with Site standards. MS units lock to a reference
         transmitted from the base.


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1.1.11   QUALITY AND MAINTENANCE FEATURES

         o Board level self diagnostics.

         o A variety of alarms and indicators throughout the equipment.

         o The use of self calibrating subsystems, including PA.

         o Circuit designs that do not require tuning and are immune to drift
           (e.g., direct digital synthesis for the modulation, etc.).

         o The use of remotely and software controllable parameters, including
           transmitter power.

1.2      CALL PROCESSING "INTERCONNECT"

1.2.1    GENERAL

         The iDEN System allows MSs to travel freely throughout the total
         service area and originate or receive interconnect calls without regard
         to their current location. The System tracks each subscriber unit's
         location and can route calls to it.

         The subsequent sections will delineate some of the internal (not
         visible to a user) steps involved in a typical interconnect call. The
         specific MS services are described in subsequent sections.

1.2.2    MS UNIT TO LAND CALL

         There are several variations of the call set up process. An example
         follows:

         An integrated interconnect/dispatch MS initiates a telephone call by
         selecting a "phone mode", entering digits and pressing the "send" key.
         The EBTS receives the request on a control channel and passes it to the
         controlling BSC which then passes it to the MSC. The MSC marks the unit
         "busy" and initiates an authentication sequence. The MSC sends a random
         number to the MS and requests a result to be produced by the MS unit by
         multiplying the number with its internal authentication key. The result
         is then compared with the result produced by the HLR using the
         authentication key assigned to the unit and stored in the MSC. The MSC
         sends a call request to the PSTN which must return a "call proceeding"
         indicator. The MSC assigns a terrestrial channel (i.e. trunk), and the
         BSC cross-connects the terrestrial channel with a newly assigned RF
         traffic channel (i.e., voice channel). Upon receiving an "alerting"
         message from the PSTN, the MSC Switch sends (via BSC, EBTS, control
         channel) an "alerting" message to the initiating MS. Once an answer
         signal is received from the PSTN, the MSC sends a "connect" message to
         the MS causing it to switch to the assigned voice channel and enter a
         conversation state.


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1.2.3    LAND CALL TO MS UNIT

         There are several variations of the call set up process. An example
         follows: A land to MS unit call is essentially inverse to the MS unit
         to land call process described in the previous section. The principal
         difference is that the MSC must locate a mobile MS unit which may be
         traveling through the MSC service area or has roamed away to a service
         area of another MSC. This is accomplished by the MSC accessing the VLR
         to determine the MS unit location and if necessary the HLR. The
         location of the MS unit is only known down to a LA. The MSC, which
         controls the LA, requests the BSC to distribute "pages" to all the
         cells that belong to that LA. Upon receiving a "page" response, the
         call proceeds similarly to the MS unit to Land call.

1.2.4    MS UNIT TO MS UNIT

         This call is seen by the initiating MS unit as a MS unit to land call
         and by the target MS unit as a land to MS call. The FNE can route the
         call through the PSTN and would, in that case, also treat this scenario
         as two calls. The call may be contained within the MSC. A provision is
         made in the system such that mobile to mobile calls both inter and
         intra-iDEN System, are not double-transcoded (i.e. not converted from
         VSELP to PCM to VSELP). Inter-system calls must be routed via digital
         links to maintain this feature.

1.2.5    SYSTEM TO SYSTEM HANDOVER

         The System supports handover between cells, between LAs, and between
         iDEN systems. For Inter-MSC handovers to occur, additional dedicated
         trunks and MSC equipment must be purchased to connect the MSCs. The
         inter-system handover is facilitated in the MSC. When it is determined
         through RF metrics, that a handover is required and it is determined
         that this handover is required across MSC boundaries, the current MSC
         and the destination MSC begins a process of negotiating an inter-MSC
         call set-up through dedicated trunks that exist between the MSCs.

         The following scenario is executed to perform inter-MSC handovers:

         o The current MSC (the MSC that is initially handling the call)
           establishes a call set-up session with the adjacent MSC by signaling
           over dedicated trunks between the MSCs.

         o The destination MSC sets up a terrestrial circuit to the appropriate
           EBTS which allocates a channel for the MS that requires handover.

         o Trunks for speech are set-up between the switches.

         o Once a stable path is set-up on the new MSC, the MS is directed to
           switch to the new site's frequency, and the call continues
           uninterrupted.


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         o The terrestrial path to the original EBTS is broken.

         The call now continues through the original PSTN circuit to the
         original MSC and through a dedicated trunk to the new MSC.

1.2.6    DISCONNECT

         Upon receiving a call disconnect message from either a mobile or land
         subscriber unit, the MSC records the disconnect time in the call
         record, in addition to the previously recorded answer time, and
         initiates a disconnect sequence to release the utilized resources
         (e.g., voice channel, trunks). The call record which contains pertinent
         information such as called number, call time and duration is saved in a
         data base to be used for billing purposes.

1.3      CALL PROCESSING "DISPATCH"

1.3.1    GENERAL

         The System allows a MS to travel freely throughout the total service
         area and originate or receive dispatch calls without regard to its
         current location. The System tracks the unit's location.

         The System allows MSs to make calls directed to a single MS unit radio
         or calls directed to a group of members. In a multi-cell System a
         single time slot will be used in any omni-cell or sector-cell for a
         call whether there are one or several members of the group in that
         sector-cell. Initially no channel will be used in a cell or sector-cell
         unless there are members of the group called present.

         The subsequent sections will delineate some of the internal (not
         visible to a user) steps involved in a typical dispatch call.

1.3.2    LOCATION AREAS (LA)

         A LA is defined by the location area ID (LAI). A LAI determines which
         sector-cells are part of the LA. A sector-cell declares to the
         monitoring MS units that it is a member of a LA by broadcasting its
         support of the indicated LAI. A given sector-cell will generally belong
         to multiple LAs, and, therefore, it will broadcast support of multiple
         LAIs. A MS registers on a given sector-cell with a LA. The result is
         that the MS radio may move freely among the sector-cells supporting the
         LAI with which it registered without the need of a new registration.
         The Location Area update procedure of a DS is the same as that of a MS.


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1.3.3    MS TO DS CALLS

         An MS unit may contact its base (generally a dispatcher) via a private
         call.

         To place a private call to the dispatcher, the MS first selects the
         Private Call radio mode. If the initiating MS unit radio is capable of
         targeting different MSs, the MS unit then selects the base as the
         desired target. The MS unit then initiates the call processing by
         pressing the PTT. The MS unit radio sends the request to the DAP for
         processing via the control channel. The DAP equipment then validates
         the requester, the request, and the target. After validation, the DAP
         locates the target unit and reserves a channel for the initiator and
         target (queue and callback if required). If the initiator and target
         happen to be on the same sector-cell, only one channel is reserved.
         When the necessary resources are available, the call is granted and the
         initiator's audio would be passed to the DS. After the initiator
         releases the PTT, the call is held for the call hang time period in
         anticipation of a response. Within the hang time, a response from the
         DS or further transmission request from the initiating MS unit is
         granted using the same resources. The expiration of the call hang time
         following the last transmission then triggers the call tear down
         procedure. The call hang timer is reset by each new transmission.

1.3.4    DS TO MS CALLS

         The procedure for a DS unit to reach another MS unit individually is
         similar to that set forth in the previous section. However, the DS is
         able to select from more than one potential target. Therefore, the
         target selection step is not optional. The process of locating the
         target MS in this case is the same as that described above in section
         1.1.3.3.

1.3.5    MS TO MS CALLS

         This scenario is a duplication of the previous base to MS unit
         scenario.


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1.3.6    GROUP CALLS

         If authorized, either a DS or MS may place a call to its group.
         Assuming the MS radio is in its default operating mode of group call,
         the initiating MS starts the call simply by pressing the PTT. The
         request will be forwarded to the DAP for processing. The DAP will then
         send a location request to each mobile/portable MS radio which is a
         member of the target MS group (including the initiator and the assigned
         fixed location DS unit). The location requests are targeted to the
         respective LA. If there happens to be more than one MS unit registered
         to a given LA, only one location request is sent to that LA. Further,
         since a sector-cell generally belongs to more than one location area,
         only one request is sent to each sector-cell. For reliable delivery, a
         request is repeated on the RF channel several times. Upon reception of
         the request the targeted MSs would return a location response. The DAP
         delays the processing of the call for a short period to allow for these
         location responses. The DAP then allocates channel resources, queuing
         with Call Back if necessary. When the channel resources for the
         initiator and at least one target become available, the DAP continues
         the call processing by granting the channels and setting the audio
         route from the initiator to those members of the group that have
         resources. After PTT release, the DAP maintains the channel for the
         duration of the call hang time. A request within that time by any one
         of the group members will cause the DAP to adjust the audio routing for
         the new transmission. The expiration of the call hang timer then
         triggers the call disconnect procedures.

1.4      INTERCONNECT CALL HANDOVER AND DISPATCH CALL RECONNECT

1.4.1    INTERCONNECT CALL HANDOVER

         During an interconnect call, there is continuous monitoring of the RF
         link quality in order to determine the need and possible target Sites
         for handover. Handover is directed by the MSC or BSC, but with the aid
         of measurements made by the MS. The MS periodically reports these
         measurements to the EBTS.

         Prior to being involved in a call, the MS determines the frequencies
         being utilized in the adjacent cells. At the initiation of a call the
         MS will already have quality metrics for those cells.

         Once a call is established, the MS monitors the channel quality for the
         assigned cell on the assigned bearer channel. In addition, the MS
         monitors the quality metrics for the adjacent cells. The assigned and
         best alternates are reported to the BSC. The EBTS equipment will
         likewise, and on an ongoing basis, measure the uplink channel quality
         of the assigned channel as well as the noise and interference levels of
         potential alternative bearer channels. The BSC or MSC will determine
         when and to which cell to handover the call. The handover command is
         sent to the MS, which then switches to the newly assigned bearer
         channel to complete the handover sequence.

         MS unit assisted handover does not require the use of scanning
         receivers at the base station and offers improved performance over
         systems driven by scanning receivers alone.


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1.4.2    DISPATCH CALL RECONNECT

         In lieu of the interconnect type of handover, call reconnection is
         supported for dispatch traffic. Call reconnection is the dispatch
         process which allows an MS to be automatically reconnected to an
         ongoing dispatch call (i.e. group and private) after the MS switches to
         a new cell (coverage area). The reconnection process is a best effort
         attempt assuming that the new cell is within the coverage areas
         associated with a Service Area that is part of the call.

1.5      ADVANCED MODULATION TECHNOLOGY AND FCC COMPLIANCE ISSUES

         The System design utilizes digital modulation technique which, when
         combined with TDMA and VSELP speech coding, conveys six (6) channels in
         a single 25 kHz channel in the 800 MHz Land Mobile Band (LMB). (These
         channels may be assigned to interconnect calls in pairs). As reflected
         by FIGURE 1-3 FCC MASK PICTURE, the modulation technique conforms to
         the digital emission mask specified in the FCC rules, Section
         90.209(g). Wide band transmitter spurious emissions also meet the
         specifications listed in Section 90.

         Motorola has done extensive simulation to quantify the effects
         interference caused to a digital iDEN by a co-channel analog SMR. It is
         Motorola's recommendation that a 55 mile separation is necessary to
         theoretically achieve a 19 dB advantage to a 100 watt, 200 foot iDEN
         Site that is co-channel with a 500 watt, 500 foot SMR Site.


                                      23
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         [GRAPHIC OMITTED]

         FIGURE 1-3 FCC MASK PICTURE

1.6      ID MANAGEMENT PLAN

         Each MS is manufactured with a unique IMEI (International Mobile
         Equipment Identity). The MS software can read the IMEI which can be
         used to identify the unit uniquely over the RF to the DAP equipment.
         Motorola will cooperate with other vendors to coordinate the assignment
         of ranges of serial numbers to selected qualified and licensed vendors.
         The MS unit will supply this serial number over the air as needed.
         Other temporary IDs will be assigned subsequently for various purposes
         by the MSC.

         To support the authentication process, each MS unit is assigned an
         authentication key which is stored only in the MS and at the
         authentication center. The HLR generates a random number that is input
         to an authentication algorithm along with the authentication key. The
         algorithm produces a new number called the signed response. To
         authenticate an MS unit, the random number is sent to the MS. The
         mobile, if it is a valid one, executes the same authentication
         algorithm and produces the same signed response that is sent back on
         the signaling channel. Producing the same signed response from the same
         random number proves the authenticity of the MS unit.


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         For Telephone Interconnect: authentication takes place when an MS
         powers on and initiates a call, or when it travels from one telephone
         location area to another telephone location area.

         For Dispatch: authentication takes place when an MS powers on or when
         it moves from one dispatch location area to another.





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2.       FIXED NETWORK EQUIPMENT DESCRIPTION

         The System as shown in Figure 2-1 MOTOROLA iDEN PRODUCT below shows a
         high-level functional block diagram of the architecture.

         Note: Equipment configuration diagrams are provided as examples only.
               Actual diagrams will be provided in various equipment manuals and
               other documentation.





                                      26
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         [GRAPHIC OMITTED]

         FIGURE 2-1 MOTOROLA ESMR PRODUCT





                                      27
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2.1      MSC/HLR PRODUCT OVERVIEW

2.1.1    MSC/VLR

         The MSC is a member of the Northern Telecom DMS switching family which
         all share the same basic architecture for both hardware and software.
         The DMS switching family includes local, trunk and international PSTN
         exchanges.

         [GRAPHIC OMITTED]

         FIGURE 2-2 DMS ARCHITECTURE

         2.1.1.1  DMS ARCHITECTURE:

         o DMS-CORE is the central computing module of the DMS. It uses Motorola
           semiconductor technology and supports up to 240M bytes of memory to
           provide a powerful computing module. DMS-Core uses a duplicated
           architecture with two planes running in synchronous matched, lock
           step operation to provide extremely high reliability levels. The same
           computing modules used for DMS-Core are replicated to provide
           Application Processors and File Processors.

         o DMS-BUS is a duplicated, high capacity, low delay messaging subsystem
           (128 MBits/sec for 125,000 messages/second with less than 100
           microsecond delay). It provides connectivity between the multiple
           computing modules, the signaling interfaces, the switching matrices
           and peripherals via fibre links.


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<Page>

         o AVAILABLE BILLING SERVER in conjunction with the layered software
           architecture allows distribution of billing application software to a
           file processor.

         o LINK PERIPHERAL PROCESSORS (LPPS) provide a platform for support of
           up to 400 signaling processors that support protocol intensive
           network interfaces such as CCS/SS7(ANSI), CCS/C7(CCITT), 'A'
           interface BSSMAP lower layer protocols, and Ethernet.

         o The SWITCHING MATRIX within the DMS-MSC is the Enhanced Network
           (ENET). This is a single stage, fully non-blocking, n x 64 KBit/s
           switching fabric supporting up to 64k channels per cabinet and up to
           128k channels maximum.

         o DIGITAL TRUNK CONTROLLER (DTCS) are used to interface T1/E1 digital
           carriers. Twenty T1 digital or 16 E1 carriers may terminate on each
           DTC (480 DS0/timeslots). The DTC provides the physical termination
           for the 'A' interfaces, and all voice trunking.

         2.1.1.2  MSC FUNCTIONAL ARCHITECTURE

         iDEN Mobile Services switching Center (MSC) supports three distinct
         interfaces to the host network or other external systems. These
         interfaces are:

         o The 'A' INTERFACE, providing linkage to Base Site Controller's (BSCs)
           for Mobile Stations' interconnect activity.

         o The MOBILE APPLICATION PART (MAP) Interface, permitting mobility
           information to be transferred between network level components
           (Location Registers and MSCs).

         o The PSTN INTERFACE, which provides connectivity to the PSTN.

         Connectivity with System BSCs, MSCs, PSTN and other PLMNs is via T1/E1
         interfaces connected to the DTCs. These peripherals support both the
         telephony traffic and the 'A' Interface signaling channel. The
         signaling channels are routed through the switching matrix to an 'A'
         Interface LIU in a LPP. This signaling processor handles all of the 'A'
         Interface protocol processing and communicates with DMS-Core, for
         network updates and mobile call processing via the DMS-Bus. Signaling
         between the MSC and other MSCs, HLRs and the PSTN for network updates
         and telephony call control are via the CCS/C7 (CCITT) LIUs also located
         in the LPPs.

         2.1.1.3 SOFTWARE STRUCTURE

         The DMS-100 family software has a highly modular structure with narrow,
         well-defined interfaces among modules. The module interfaces are
         designed around basic operating system functions (scheduling tasks or
         store allocations), the basic call processing functions, the features
         required and the hardware supported.


                                      29
<Page>

         Basic modules, held in a common library, can be classified into several
         layers that are used to build up an office. The main layers are the
         operating system, the call processing utilities, and the call
         processing options. The call processing options do not provide direct
         interfaces for other modules to call. They are specifically designed
         with no references to them, so that they can be independently selected
         as options for any given office. When loaded, they make themselves
         known to the rest of the System. The term "agency" is used for these
         call processing options. Typically an agency deals with a specific set
         of call processing features and the terminals (lines or trunks) to
         which they apply.

         The modular design concept of the DMS-MSC enables hardware components
         to be extended to meet future requirements. In the event of traffic
         growth, the processing capability of the MSC can easily be expanded via
         faster CPU and memory extensions.

         Extensions can be classified as either core or peripheral interface.
         Core extensions cover processor, memory and the switching network.

         2.1.1.4  VLR (VISITED LOCATION REGISTER)

         The VLR is implemented completely in software within its corresponding
         MSC, and is currently not separable. This arrangement of having the VLR
         co-resident in memory with the MSC permits very quick updates and
         access to the subscriber data, thereby reducing the overall processing
         load on the System, improving MSC capacity and minimizing call set-up
         time.

         The VLR queries other network components (VLRs and HLRs) for
         information, when necessary to complete its own processing. These
         queries include location updates, authentication requests, and other
         events where the required data is not immediately available.

         The contents of the VLR closely match those of the HLR, but include
         additional information specific to the handling of the mobile
         subscribers, such as TMSI's, handover numbers and feature status.

         While the VLR has an appearance in the DMS table control system for
         software upgrade and System recovery purposes, it is not normally
         manipulated externally; additions and changes to its contents are
         handled by the System itself. Certain sensitive pieces of information,
         such as authentication and ciphering data, are not made visible to
         ensure security of the data.

         Communication between the VLR and other external network components
         (HLRs and VLRs) is accomplished through the MAP (Mobile Application
         Part) protocol.


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2.1.2    HOME LOCATION REGISTER (HLR)

         The principle function of the HLR is to provide a central repository
         for the mobile subscriber information required by the network together
         with facilities for communications with the other network entities. On
         smaller Systems the HLR may be initially integrated inside the MSC. All
         subscribers have the following types of information associated with
         them:

         o MS Operational Information

                  Identification, numbering and authentication.

         o MS Subscription Information

                  Indication of the selected basic and supplementary services
                  available to the subscriber together with any options relating
                  to those services.

         o MS Service Registration and Activation Information

                  Indication of which services are currently selected by the
                  subscriber together with qualifying parameters.

         o MS Location Information

                  Indication of the subscribers current location with respect to
                  the network.

         The HLR maintains this information within its database and provides
         services through which other network entities may access it.

         The HLR is connected to the network through CCS/C7(CCITT) links to the
         VLRs and MSCs. The information is transferred as CCS/C7(CCITT)
         application layer messages.

         The information within the HLR is classified as either permanent data
         or temporary data: permanent data is updated by the service provider
         through the use of Customer supplied Administrative Data Center (ADC)
         functions; temporary data is updated in real-time from the network. MS
         operational information and subscription information is an example of
         permanent data, whereas location information is an example of temporary
         data.

         2.1.2.1  HLR ARCHITECTURE

         The DMS-HLR is based on the hardware components of the DMS as shown
         below. The ADC (Administrative Data Center) is an external component
         and not part of the platform.


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         [GRAPHIC OMITTED]

         FIGURE 2-3 DMS-HLR HARDWARE

         THE BASE is comprised of the DMS-CORE, DMS-BUS, I/O Controller (IOC),
         the SLM II disk, the Office Alarms Unit (OAU) and a network module. The
         DMS-CORE provides centralized HLR and CCS/C7(CCITT) maintenance; the
         DMS-BUS provides the messaging medium between processors (e.g. LIUs and
         FPs); the IOC provides the MAP terminals to maintain the DMS-HLR node
         and printers for OM log reporting, and the ADC interface; the SLM II
         disk provides storage for the DMS-HLR software load and datafill; the
         OAU provides the audible and visual alarm reporting; the network module
         connects the OAU to the System.

         THE CORE holds the HLR application databases, implements the query
         processing functions for one or more HLR applications, and provides
         access to HLR data for update and administration purposes. Non-volatile
         storage of the HLR data is provided via image capture on the SLM II
         disk.

         LIUS which implement MTP layers 1, 2 and 3 and the SCCP layer of the
         CCS/C7(CCITT) protocol. LIUs are also part of the DMS STP product.

         LPPS which house the LIUs.


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         2.1.2.2 AUC (AUTHENTICATION CENTER)

         The AUC contains subscriber authentication keys (Ki) and generates
         security related parameters.

         During normal operation, the VLR will interrogate the AUC, via the HLR,
         for authentication and ciphering information. When requested, the AUC
         generates and sends a set of authentication parameters and ciphering
         vectors for forwarding back to the VLR.

         The AUC is implemented as a separate entity in software within the HLR,
         but it is not deployable separately.

2.1.3    SERVICE DESCRIPTION

         The following is a description of interfaces and services of the MSC
         and HLR.

         2.1.3.1  "A" INTERFACE MODIFICATIONS

         Modifications to the GSM A interface are implemented to support the
         System radio requirements. These include change in message formatting
         and the inclusion of additional parameters in handover messaging.

         2.1.3.2  IDEN AUTHENTICATION ALGORITHM

         The DMS-HLR contains an AUC, which generates security-related
         parameters. These are used to ensure that only authorized mobile
         subscribers have access to the network. An iDEN specific authentication
         algorithm is implemented in the AUC. The AUC also maintains the
         confidentiality of the subscriber authentication key Ki.

         The authentication procedure is always initiated and controlled by the
         network.

         2.1.3.3  THIS SECTION REMOVED INTENTIONALLY.

         2.1.3.4  THIS SECTION REMOVED INTENTIONALLY.

         2.1.3.5  CALL WAITING

         Call Waiting permits a mobile subscriber to be notified of an incoming
         call (as per basic call procedures) while the traffic channel is not
         available for the incoming call. Subsequently, the subscriber can
         either accept, reject, or ignore the incoming call.


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<Page>

         2.1.3.6  CALL FORWARDING (UNCONDITIONAL)

         Call Forward Unconditional allows the called subscriber to have the
         network divert all incoming calls addressed to the called mobile
         subscriber's directory number (DN) to another DN. Once Call Forwarding
         is activated, all incoming calls are forwarded no matter what the
         condition of the termination. Unconditional Call Forwarding overrides
         all other types of Call Forwarding. Registration of Call Forwarding can
         be accomplished either by the service provider or through the use of a
         control procedure by the subscriber.

         2.1.3.7  NO ANSWER TRANSFER

         Allows the called mobile subscriber to have the network divert all
         incoming calls addressed to the called mobile subscriber's DN, but
         which are not answered, to another DN. The ability of the subscriber to
         originate calls is not affected. Once Call Forward No Reply is
         activated, all incoming calls that meet Call Forward No Reply criteria
         are forwarded.

         2.1.3.8  BUSY TRANSFER

         Allows the called mobile subscriber to have the network divert all
         incoming calls addressed to the called mobile subscriber's DN, which
         meet Mobile Subscriber Busy criteria, to another DN. The ability of the
         subscriber to originate calls is not affected. Once activated, all
         incoming calls that meet Mobile Subscriber Busy criteria are forwarded.

         2.1.3.9  CALL HOLD

         This allows the mobile subscriber to place an active call on hold or
         retrieve a currently held call.

         2.1.3.10 INCOMING CALLS ONLY

         This is based on barring all outgoing calls. It gives the subscriber
         the ability to deny any outgoing call set-up, except emergency calls.

         2.1.3.11 CALL BARRING OUTGOING INTERNATIONAL CALLS

         Barring All Outgoing International Calls (BOIC) provides the subscriber
         with the ability to deny outgoing call set-up to international numbers.

         2.1.3.12 SOURCE DIRECTED ROUTING

         The ability to translate and route mobile originated calls based on
         cell of origination.


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<Page>

         2.1.3.13 THIS SECTION REMOVED INTENTIONALLY.

         2.1.3.14 LEAST COST (TIME OF DAY) ROUTING

         The Time of Day (TOD) Routing feature allows or denies route choices
         based on time of day. The times can be set according to the rate
         schedules of the carriers accessible to the user. The changeovers also
         can be varied based on the day of week and day of year, to account for
         weekends and holidays.

         The TOD system allows for changeovers to be specified for up to 16 time
         ranges. Different results can be defined for any day, or set of days on
         a weekly basis, or for any specific day of the year.

         2.1.3.15 ALTERNATE ROUTING

         If no idle trunk is available in a selected trunk group, the System
         advances to the next route choice. If the end of the list is reached
         and no idle trunk is found, the software controlling the call selects
         the appropriate treatment code, and translation proceeds to the
         treatment table.

         2.1.3.16 THIS SECTION REMOVED INTENTIONALLY.

         2.1.3.17 R2 SIGNALING INTO THE PSTN

         MFCR2 (Multifrequency Compelled Register) Signaling can be supported,
         depending on the specific in-country signaling implementation. Details
         on this signaling must be provided by the Customer in order for a firm
         switch quote to be provided.

         2.1.3.18 VOICE MAIL INTERFACE (R2)

         This allows the mobile subscribers to redirect an incoming call using
         call forwarding capabilities to an optional voice mail service via an
         R2 Interface (trunk). The mobile subscriber can dial the voice mail
         service directory number to retrieve the subscriber's voice messages.
         Details on the specific signaling must be provided to Motorola for a
         firm quote.

         2.1.3.19 INTRA-SYSTEM ROAMING (ROAMING WITHIN A SINGLE MSC)

         The System tracks a unit's location so that calls can be routed to it.
         Interconnect calls require the current location of an MS. The System
         utilizes a LA concept. LA consists of a collection of cells. The mobile
         issues a location update request whenever there is a change in the LAI.
         The location update request is sent to the VLR that holds the current
         location of the MS.


                                      35
<Page>

         2.1.3.20 INTER-SYSTEM ROAMING (BETWEEN TWO MSCS ON THE SAME NETWORK)

         The ability to travel freely throughout the single service area and
         originate or receive calls without regard to its current location can
         be extended to allow MS's to travel from one service area to another.

         The System will use a service area concept and a VLR in addition to the
         LA. The location request update is sent to the VLR that issues a TMSI
         for the MS allowing it to originate calls. Then the VLR sends an update
         to the HLR associated with the MS. Subsequently, the HLR will route all
         MS terminated calls to the current VLR allowing it to receive calls.

         2.1.3.21 OVERDIAL (DTMF)

         DTMF is an inband, one out of four plus one out of four, signaling
         system primarily used from the terminal instruments in
         telecommunications networks. The use of DTMF is only permitted during
         an active call and is disabled in all other phases.

         The MS generated DTMF overdial digits, which arrive from the MS as
         signaling messages, must be regenerated by the MSC so that the MS is
         capable of accessing the "touch tone" (DTMF) driven services such as
         banking, voice mail systems and others. External DTMF overdial devices
         are not supported.

         2.1.3.22 TRAFFIC DATA (OPERATIONAL MEASUREMENTS)

         These measurements/pegs are subject to change with each software
         release as new features and System enhancements are added to the
         System. Documentation for OMs is provided in the Northern Telecom
         Practices (NTPs) in CD ROM.

         2.1.3.23 SHORT MESSAGE SERVICE (SMS)

         SMS (Message-Mail(TM)) is a feature of the System that facilitates
         delivery of short messages of up to 140 characters to an MS from
         several sources. These sources, called short message entities, include
         operator entry of alpha-numeric messages, numeric messages through
         DTMF-IVR digit collection from PSTN, and voice mail indication from a
         connected voice mail system.

         A distinguishing feature of SMS is the storing and forwarding of
         messages to MSs. If the messages cannot be delivered, the SMS-SC stores
         the message for delivery when the MS becomes available to the system.

         To add SMS to the iDEN system requires the addition of a Short Message
         Service Center (SMS-SC) and additional software to the MSC to interface
         and interwork with the SMS-SC. These are additional-cost items.


                                      36
<Page>

         2.1.3.24 ROUTING TO PSTN OPERATOR

         The capability to route various type calls to a trunk terminating to a
         PSTN operator will be via standard translations. The MSC will not have
         mobile operator position system capability.

         2.1.3.25 AUTO MESSAGE ACCOUNTING

         The MSC collects a full set of call record information. This
         information can be archived using a standard 9 track magnetic tape
         supplied with the MSC. These tapes can then be sent to a separate
         billing system. The MSC may optionally provide on-line transfer of
         billing information by using a standard FTAM. This eliminates the need
         for transferring tapes to the billing center and facilities programmed
         periodic automatic transfer of billing information.

         2.1.3.26 DATA SERVICES

         System Data Services using Interworking Function (IWF) are available.
         These support Group 3 fax and asyncronous data. The MSC contains call
         control and routing functions for data and fax services. The services
         that are supported are Non-Transparent Async Data and Non-Transparent
         Fax. The addition of IWF requires the purchase of IWF hardware at
         additional cost. The MSC software to support IWF functionality must be
         purchased as part of the IWF Hardware package.

         2.1.3.27 NEAR REAL TIME BILLING

         This near real time data transfer feature allows billing records to be
         sent to the billing center as soon as the records are formatted and
         written to disk. This capability enables the billing center to generate
         billing records shortly after the calls terminate. To incorporate this
         feature, a billing server must be purchased at additional cost.

         2.1.3.28 CLASS-OF-SERVICE (OPTIONAL)

         DMS-MSC/HLR subscribers are partitioned into various customer groups at
         provisioning time. The customer group ID given to a subscriber
         community logically relates and uniquely identifies uniform and group
         specific services. NCOS in the DMS allows further service
         differentiation within a customer group. There are a maximum of 256
         NCOS per subscriber group that can define originating and terminating
         restrictions on a subscriber basis. The combination of customer group
         IDs and NCOS allows the control of services for a class of subscribers.
         For example, they can be used initially for restricting a group of
         subscribers from making calls to a particular exchange.

         To add Class-of-Service to the iDEN System requires purchase of the
         software feature.

         2.1.3.29 LOCAL CALLS ONLY

         A mobile subscriber that subscribes to Local Calls Only can make calls
         to those directory numbers in the target area that the network has
         designated as local.


                                      37
<Page>

         2.1.3.30 INTER-MSC HANDOVER

         Inter-MSC handover occurs when a subscriber moves into a new MSC area.
         A terrestrial connection is set up to the new MSC, and the radio
         resource is switched to the new BSC on the new MSC.

         2.1.3.31 THREE PARTY CALLING

         This service provides MS the ability to have three party call, i.e.,
         simultaneous communication with two additional parties. In order for a
         user to activate a three-party service, the user must have: (1) one
         active call; (2) one call on hold, and (3) both calls must have been
         answered. In this situation, the served mobile subscriber can request
         the network to begin the three party service.

         2.1.3.32 DIGITAL CROSSCONNECT SYSTEM (DCS)

         The DCS may be used as the BSC Site interface to EBTS. DCS requirements
         are explained in greater detail in Section 1.1.6 of the Exhibit.

         2.1.3.33 ADDING SYSTEM FEATURES

         For reliability, both the MSC and the HLR have duplicated control
         component elements that operate synchronously, and duplicated messaging
         component elements that operate in a load-sharing mode. This
         duplication offers hardware fault protection, as well as the ability to
         carry out office extensions and software updates without disrupting
         service.

         Batch Change Supplement (BCS) is Northern Telecom's means of enhancing
         existing features and adding new features to the DMS-MSC and DMS-HLR.
         The following is an explanation of Northern Telecom's software update
         procedures that are followed after Customer requests such an update:

         o Customer is notified of the proposed BCS application schedule.

         o Each office scheduled for a BCS application is polled approximately 7
           weeks prior to the software delivery date. The BCS polling group
           first contacts Customer to request permission to poll the office, and
           then dials via remote modem into the MSC/HLR to begin the polling
           session. Memory usage and current BCS levels are verified on the
           MSC/HLR. The polling also contains information on the hardware
           configuration and subscriber database. This information is used by
           various hardware and software engineering groups who build and
           deliver the new BCS load.


                                      38
<Page>

         o The polling is used to determine any BCS gating hardware
           requirements. An example of gating hardware is additional memory
           requirements, or updated circuit packs. After engineering has
           evaluated the hardware configuration, any required gating hardware is
           sent to Site, and is installed in the System for at least 12 days.
           These 12 days are called the "soak period" during which this new
           hardware is monitored for stability. Any hardware that becomes
           defective within the soak period is replaced and must operate a
           minimum of 72 hours without a fault prior to the BCS application. If
           there is insufficient time to allow for a 72-hour period, the
           application will be rescheduled by NTI.

           This 12-day soak rule decreases the likelihood that the software
           upgrade will be impacted or unsuccessful due to faulty or unstable
           hardware in the office.

         o Pre-production activities are performed immediately prior to building
           or producing the new BCS load. These activities include:

           - Verification of the job feature database. Confirm the software
             packages ordered by Customer are included in the database, and
             all software interdependencies are met.

           - Ship documentation to Site (includes Northern Telecom Practices
             (NTPs) for the particular BCS load).

         o Production of the software load (load build). Load build is a series
           of procedures that merge base-level software (general software
           packages common to all offices) with optionally ordered features into
           a customized un-datafilled software load.

         o The software delivery process involves moving the office-specific
           data from the old BCS load to the new BCS load, prior to applying the
           new load to Customer's MSC.

           After the data has been verified, the application process is started.
           The new BCS load is first added into the inactive side of the CPU.
           Once the inactive side is loaded, an activity command is used to
           bring the System on-line with the new software load. By using this
           method, new software can be added to the System without affecting
           service.

2.1.4    NORTHERN TELECOM DMS-MSC

         The Northern Telecom DMS-MSC(TM) is based on the Northern Telecom DMS
         Family of switching products.

         2.1.4.1  DMS-MSC ELECTRICAL/ENVIRONMENTAL CHARACTERISTICS


          ----------------------------------------------------------------------
          Nominal Voltage                        -48 v DC
          ----------------------------------------------------------------------
          Temperature                            10 -30 degrees C
          ----------------------------------------------------------------------
          Humidity                               20 -55% relative humidity
          ----------------------------------------------------------------------


                                      39
<Page>

         2.1.4.2 HLR (HOME LOCATION REGISTER)

         The HLR is based on a fault tolerant hardware platform.

                  HLR ELECTRICAL/ENVIRONMENTAL CHARACTERISTICS

           ---------------------------------------------------------------------
           Nominal Voltage                        -48 v DC
           ---------------------------------------------------------------------
           Temperature                            10 - 30 degrees C
           ---------------------------------------------------------------------
           Humidity                               20 - 55% relative humidity
           ---------------------------------------------------------------------

2.2      XCDR (VOICE TRANSCODER)

         The XCDR module is generally located at the MSC Site. Its function is
         to provide the transcoding between MS VSELP compressed audio and the 64
         kB Pulse Code Modulation (PCM) utilized in the MSC and PSTN.

         The MSC provides the interface to the PSTN, therefore, VSELP compressed
         speech arriving from the BSC/EBTS needs to be converted to the Mu-law
         (T1)/A-law (E1) PCM format by the XCDR. Due to the delays inherent in
         packetized low rate speech, the MSC must provide the required degree of
         echo cancellation/suppression and noise masking to ensure audio
         quality. Communication links between the MS and the BSC/EBTS employ DTx
         which improves radio channel utilization and conserves the battery life
         of the handportable MS. The XCDR supports the DTx algorithm used by the
         MS, including noise masking of the silence intervals to ensure a more
         natural sounding speech. Voice packets may arrive at the XCDR with a
         variable delay. This occurs due to the BSC/EBTS internal packet
         processing. This delay is removed to provide an uninterrupted stream of
         PCM speech to the MSC.

         The BSC may be remotely located or co-located with the XCDR. Depending
         on traffic density, and if co-located, the BSC and the XCDR card cages
         may be housed in the same cabinet to form an integral BSC/CP/XCDR
         system or in separate cabinets to optimize trunking efficiency.

2.3      DAP (DISPATCH APPLICATIONS PROCESSOR)

         The DAP is a fault tolerant node responsible for the overall
         coordination and control of the dispatch communication services and
         support of the network operations related to MS units. The DAP has been
         optimized to support the rapid response time required for dispatch
         services. Up to four DAPs may be combined as one system for increased
         subscriber capacity. These services include typical dispatch calls with
         support for inter-Site calls when any target MS unit(s) is outside the
         coverage area of the call-initiating Site. The dispatch-type features
         included are:

         PRIVATE CALL (INDIVIDUAL DISPATCH CALL) -- An MS user can engage in a
         conversation with another MS user.


                                      40
<Page>

         TALK-GROUP CALL (FLEET DISPATCH CALL) -- An MS can engage in a
         conversation with a predefined group of MS users.

         SELECTED TALK-GROUP CALL (GROUP DISPATCH CALL) -- A dispatcher can
         communicate with a predefined group of MS users or dynamically select a
         subset of members based upon their current location (e.g. selected
         service area, selected local area, or wide area).

         In addition to the above basic features, the DAP will support the
         following:

         OVER-THE-AIR-PROGRAMMING -- All of the parameters necessary for
         defining a MS unit's essential operating parameters will be provided
         via an over-the-air protocol.

         PTT-ID -- The controller will optionally forward individual MS IDs to a
         properly equipped MS.

         CALL ALERT -- A MS user can send an alert message containing his ID to
         another MS registered on the System requesting him to call back.

         AFFILIATION -- A MS user can change its default groups and System to be
         used from a predefined list of choices.

         In order to support all the dispatch/MS unit network management
         services, the DAP must manage/request global-shareable System resources
         and track the state and location of dispatch units. The network
         management services include the resources managed locally by the DAP,
         the resources managed by the ACG and the MSCs themselves. This includes
         knowing if the unit is registered, where it is registered and providing
         it with the correct default groups. The following System features will
         provide the System with this information:

         AUTO-REGISTRATION -- A MS will indicate that it is coming into a new LA
         so it can continue operating at that area. The unit will be provided
         with the parameters necessary for operating in this LA.

         AUTO-DE-REGISTRATION -- A MS will indicate that it is leaving the
         current LA because of either powering-off or by roaming into another
         LA.

         Since the location data is needed for the telephone interconnect
         services and stored in the HLR/VLR data base, the DAP implements its
         own mobility tracking and uses a private data base (D-HLR) maintained
         by the DAP to track the locations needed for the dispatch services.

         The D-HLR keeps track of all the records necessary for the dispatch
         communication services. The database will include a MS unit access
         record for each unit to identify which features the unit is permitted
         to use. The database will also be used to indicate in which call a MS
         unit is currently


                                      41
<Page>

         involved so the DAP can correctly process conflicts that arise. In
         addition, records will be needed for dispatch talk-groups to determine
         which MSs make-up each of these groups.

         The DAP also collects air time usage information and performance
         statistics. This information is stored on a disk and provided to other
         systems as necessary (e.g., a billing computer).

2.4      MPS (METRO-PACKET-SWITCH)

         The MPS is a high-speed digital T1/E1 nodal processor for the System.
         This provides virtual circuit connectivity between various end node
         EBTS for dispatch traffic, and associated control information. A MPS
         may be expanded to form even wider area dispatching services.

         The MPS will communicate with end nodes, EBTS and the DAP, via a star
         configuration network. The MPS is the central switching node and is
         connected to each end node via one or more statically allocated
         DSO/timeslots. The MPS and end nodes will coordinate the exchange of
         information via industry standard based protocols. These protocols will
         provide for the multiplexing of both control and packetized voice over
         the shared DS0/timeslots.

         The MPS is configured to provide sophisticated network routing,
         resiliency, redundancy and cost effectiveness. When possible, it will
         provide fast network re-routing on circuit failure to maintain voice
         and control sessions. Faults will be indicated by local and network
         alarms. The MPS will have continuous diagnostics and can be configured
         to provide full hardware redundancy for all components.

2.5      OMC (OPERATIONS MAINTENANCE CENTER)

2.5.1    GENERAL

         The OMC is a centralized facility that supports the day to day
         management of the System and provides a database for long term network
         engineering and planning tools.

         The OMC manages the DAP, EBTS and BSC-CP/BSC-XCDR. The DMS-MSC and HLR
         will be remotely accessible through terminal emulation windows on the
         OMC. The DAP, EBTS and BSC-CP/BSC-XCDR have network management agents
         that support a hierarchical network management philosophy. The OMC
         supports the following network management applications functions:

         o Event/Alarm Management

         o Fault Management

         o Performance Management


                                      42
<Page>

         o Configuration Management

         o Security Management

         The Event/Alarm Management functions provide utilities to report and
         log alarms for the attention of the maintenance personnel at the OMC.

         The Fault Management functions of the OMC allow network devices to be
         manually or automatically removed from or restored to service. The
         status of the network devices can be checked from the OMC, and tests
         and diagnostics on various devices can be invoked. Diagnostic control
         can be invoked, for example, on the BSC, EBTS and other fixed network
         entities.

         The performance management functions include collecting traffic
         statistics from the various network entities and archiving them to disk
         for display or analysis.

         The OMC provides System change control for the software versions and
         configuration databases in the network entities. Software loads can be
         downloaded from the OMC to other network entities. The OMC keeps track
         of which network entities are running which versions of software.
         Software upgrades are coordinated from the OMC.

         The System configuration databases of the other network entities can
         also be downloaded. These databases change as the physical
         configuration of the network expands to accommodate growth. By using
         either OSI procedures to manipulate defined managed objects or by using
         a remote man-machine interface when objects are not defined, the data
         bases on other entities can be changed from the OMC. The OMC can also
         perform consistency checks on data bases in the other entities.

         The OMC network management application is built to run on the UNIX
         operating system which provides maximum flexibility in adapting new
         applications by providing an industry standard operating environment.

         The OMC security management function provides a secure environment for
         operating the network. It contains a password and authorization
         database which limit the functions each maintenance person can perform.

         An OMC MMI (Man-Machine Interface) is supplied for interacting with the
         Network Manager providing a user-friendly interface. The OMC has the
         ability to operate autonomously so that normally the Network Manager
         need only supervise the reported events and reactions of the network.
         The MMI control is provided through "X" terminals and provides
         facilities to enter commands and to display command responses and
         alarms. Multiple "X" terminals can be connected to the MMI to allow
         access through several locations. With this interface all equipment
         repair and replacement, all maintenance, recent change, troubleshooting
         and diagnostics, and System administration can be executed through a
         single focal point.


                                      43
<Page>

2.5.2.   OMC (OPERATIONS MAINTENANCE CENTER)

                  OMC ELECTRICAL/ENVIRONMENTAL CHARACTERISTICS

          ----------------------------------------------------------------------
          Voltage Range                  100 - 120V AC (uses an inverter
                                         for battery backup)
          ----------------------------------------------------------------------
          Temperature                    10 -38 degrees C
          ----------------------------------------------------------------------
          Humidity                       10 - 85% relative humidity
          ----------------------------------------------------------------------


              Note:  Other supply voltage options are available.

            OMC/MMI ELECTRICAL/ENVIRONMENTAL CHARACTERISTICS

           ---------------------------------------------------------------------
           Voltage Range                  90 - 132V AC
           ---------------------------------------------------------------------
           Temperature                    5 - 40 degrees C
           ---------------------------------------------------------------------
           Humidity                       10 - 80% relative humidity
           ---------------------------------------------------------------------


              Note:  Other supply voltage options are available.


                                      44
<Page>

2.6      THIS SECTION INTENTIONALLY BLANK. (FOR FUTURE USE)

2.7      BSC/CP/XCDR ARCHITECTURE

         [GRAPHIC OMITTED]

         FIGURE 2-4 BSC-CP BLOCK DIAGRAM

2.7.1    GENERAL DESCRIPTION

         The Motorola BSC-CP equipment provides the control and interface
         between the MSC and the EBTS. It is also a way of remoting some of this
         capability away from the MSC. The BSC can function as a remote
         concentration point to minimize recurring line costs. In addition, the
         BSC architecture provides a platform for the Speech Transcoder (XCDR).
         These functions are normally associated with the MSC. This flexibility
         is achieved by defining a set of common boards which are used
         throughout. A block diagram of the BSC-CP is shown in FIGURE 2-4 BSC-CP
         BLOCK DIAGRAM. A block diagram of the BSC-XCDR is shown in FIGURE 2-6
         BSC-XCDR BLOCK DIAGRAM. This section describes the architecture and the
         modules used in these subsystems.


                                      45
<Page>

         [GRAPHIC OMITTED]

         FIGURE 2-5 BSC CABINET CONFIGURATION

         Two card cages are mounted in a 24 inch rack as depicted in FIGURE 2-5
         BSC CABINET CONFIGURATION. Each card cage is powered by three load
         sharing DC power supplies operating from -48 VDC. Modules are
         interconnected using the microprocessor bus, the TDM bus and the Local
         Area Network. Control and communication functions are performed by the
         GPROC. System interfaces are based on the T1/E1 standard with extensive
         use of HDLC based data communications.

         A parallel TDM bus is used for voice and data traffic. The bus is fully
         redundant. It is controlled through the KSW which performs 64, 32 and
         16 kbps time slot interchange functions.





                                      46
<Page>

         Local Area Network is based on IEEE 802.5 standard (Token Ring). It is
         used for communications between the GPROCs. It is also extendible
         between the card cages using the fiber-optic interface. The LAN is
         fully redundant.

         The MCAP bus is used by the GPROCs to control the extender boards. This
         bus is not extendible beyond the boundaries of a single digital board
         shelf.

         [GRAPHIC OMITTED]

         FIGURE 2-6 BSC-XCDR BLOCK DIAGRAM

2.7.2    BSC/CP/XCDR TECHNICAL SPECIFICATIONS

         Cabinet ratings shown in the chart below are common to the CP/XCDR
         components.





                                      47
<Page>

         -----------------------------------------------------------------------
                                         CABINET RATINGS
         -----------------------------------------------------------------------
         Size (inches)
         -----------------------------------------------------------------------
                             width                               28
         -----------------------------------------------------------------------
                             depth                               16
         -----------------------------------------------------------------------
                             height                              83
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------
         Weight (loaded)
         -----------------------------------------------------------------------
                               kg                                242
         -----------------------------------------------------------------------
                              lbs                                535
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------
         Power
         -----------------------------------------------------------------------
                             watts                              3,100
         -----------------------------------------------------------------------
                             BTU/hr                            11,000
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------
         Temperature(degree)C                                 0 to +50
         -----------------------------------------------------------------------
         Supply Voltage
         -----------------------------------------------------------------------
                            -48 VDC                        -40 to-75 volts
         -----------------------------------------------------------------------
         Supply Maximum Current
         -----------------------------------------------------------------------
                            -48 VDC                          30 amps DC
         -----------------------------------------------------------------------


2.8      ENHANCED BASE TRANSCEIVER SYSTEM

2.8.1    GENERAL DESCRIPTION

         The EBTS diagrammed in FIGURE 2-7 ENHANCED BASE TRANSCEIVER SYSTEM,
         provides radio communication link between the land network and the MS
         units. The base radios actually perform the communications with the MS
         units, sending both the control information and the compressed speech
         over a multiplexed radio channel. Each base radio handles one 25 kHz,
         in the 800 MHz Land-Mobile Band channel with 6 time slots. Therefore up
         to 6 conversations per frequency can take place at the same time. Some
         of the time slots are assigned for control data. These slots are also
         used for channel requests by the MS units and for paging the units from
         the network.


                                      48
<Page>

         [GRAPHIC OMITTED]

         FIGURE 2-7 ENHANCED BASE TRANSCEIVER SYSTEM

         Most of the control messages are originated at the ACG portion of the
         ISC which is the Site's "resource manager". The ACG keeps track of the
         available frequencies and the slots and assigns these resources to the
         MS units as necessary. The ISC communicates with the network over the
         T1/E1 lines. Compressed voice is sent out to be connected to the PSTN
         or for "one to many" duplication in the dispatch call. The ISC also
         communicates with operations and management computer and the subscriber
         authorization computers at the MSC. Two ISC units are needed to provide
         a fall back capability. A Local Area Network links the EBTS modules.
         Time synchronization and a common frequency standard are also provided
         within the ISC. The RF distribution system depends on the particular
         Site capability and is described in other sections of this document.





                                      49
<Page>

         This System provides a considerably more private grade of voice and
         data operation than currently available from the FM cellular systems
         and most FM trunking systems. This occurs because no commercially
         available monitor receivers for this type of modulation currently
         exist, and the difficulty with regard to building one represents a
         significant barrier. Some of the key difficulties include: handover
         tracking, VSELP decoding, authentication and linear demodulation. These
         features of the System effectively block most eavesdroppers. For these
         reasons many System operators may not require any additional security.

         [GRAPHIC OMITTED]

         FIGURE 2-8 STATION MECHANICS

         As reflected in FIGURE 2-8 STATION MECHANICS, EBTS functional modules
         are constructed as card cages which are 15 inches deep and mount in EIA
         standard 19 inch width rails. The BR is a 5U (Rack Unit =1.75") high
         card cage. The card cage contains the RF Power Amplifier, the
         receivers, the BRC, the power converter and the exciter.

2.8.2    BASE RADIO (BR)

         2.8.2.1 BASE RADIO CONTROLLER (BRC)

         This microprocessor based module shown in FIGURE 2-9 BASE RADIO BLOCK
         DIAGRAM, controls basic station functions including transmitter keying,
         operating frequency programming, data routing and fault management. The
         BRC connects three receivers (3 branch diversity) and one transmitter
         via the dedicated high speed digital links. This module contains two
         DSPs for performing advanced linear modulation and demodulation.


                                      50
<Page>

         [GRAPHIC OMITTED]

         FIGURE 2-9 BASE RADIO BLOCK DIAGRAM

         The BRC supports a local area network connection used to exchange radio
         channel data and base radio control messages with the ISC. Radio
         channel data includes compressed voice packets and user data such as
         telephone dialing commands. It also contains the control stream, which
         is used to perform such functions as handovers, System registration and
         unit paging.

         The BRC performs the real-time control of the three receivers and one
         transmitter. At the physical layer the BRC demodulates the digitized IF
         signals from the receivers into a bit stream by locking onto and
         tracking the received signals within the time slots. Three way
         diversity is used to combat the channel disturbances at this very high
         data rate. On the transmit side, the radio channel data and the pilot
         symbols are combined, and the output waveform is synthesized. At the
         data link layer, the BRC performs partitioning of the time slots used
         for multiplexing of 6 traffic channels onto one frequency resource. The
         BRC also performs error detection and correction using optimized
         procedures to handle voice and data. The outbound channels are always
         active even if no users are assigned to these channels. The BRC
         generates the idle pattern for these channels.

         The BRC supports network management functions. The BRC is capable of
         self-testing and conducting the diagnostic checks of transmitter,
         receiver and power converter modules. It also configures these modules
         on command or on power up. The BRC monitors the alarm conditions and
         routes the alarm messages to the ISC and the local serial port. A
         command set that supports access to the alarm information, run-time
         statistics and on-demand testing is used. The BRC software, except for
         the "boot" code, can be remotely updated.

         The BRC utilizes an external Site synchronization signal supplied by
         the time frequency reference. This signal is used to align the time
         division slots on different frequencies.


                                      51
<Page>

         2.8.2.2 INTEGRATED SITE CONTROLLER (ISC)

         The ISC is the Site controller and the communications gateway between
         an EBTS Site and the System's central network.

         The ACG is a functional portion of the ISC. The ACG relieves the BSC,
         DAP and MSC from the lower level Site control functions. It provides
         the isolation between the central network and the RF System
         implementation. Because most of the Site control functions are
         performed by the ACG, the number of messages to the MSC is decreased.
         This approach also results in the shortest call setup time and
         decreased link capacity requirements.

         The ISC controls the RF base radios via a LAN. The ISC communicates
         with higher levels of the network via a T1/E1 link. It communicates
         with the BSC/MSC for interconnect calls and the DAP for dispatch calls.
         For example, a "page" received from the controlling BSC is sent to the
         correct base radio, and an acknowledgment is returned to the originator
         BSC.

         In conjunction with the MS, the EBTS measures handover parameters. The
         EBTS/ACG handles intra Site handovers between sectors. For telephone
         interconnect handovers involving multiple Sites, the handover metrics
         are passed on to the upper layers of the network (BSC and/or MSC) from
         several Sites for evaluation and the handover decision.

         Additionally, the ACG contains a "network management agent" process
         controlled by the operations and management computer at the MSO. This
         process is responsible for performing all the local network management
         functions such as configuration management (e.g. code download), fault
         management (alarm processing and re-configuration support), performance
         management (e.g. statistics gathering) and communication with its
         "agent" processes resident in the base radios and the MS units.

         The ISC supports data-communications over a single T1/E1. The ISC card
         cage houses the TFR, EAS, and CSU. Two ISC units are required for
         standby operation. Communication exists between the master and standby
         ISC to determine the current ISC master.

         The ISC supports up to 10 RF channels (60 RF servers) at an Omni EBTS
         Site and 12 RF channels (72 RF servers) at a Sector EBTS Site.

         The ISC interfaces (on its T1/E1 side) to 64 kbps DSO/timeslots where
         24/30 DS0s form one T1/E1. The quantity of DSO/timeslots required in
         the single T1/E1, from an EBTS Site, will depend on the number of RF
         servers, the total traffic loading and the traffic mix (Interconnect
         and Dispatch) at the EBTS Site. The ISC requires a full T1/E1 (not a
         fractional T1/E1) unless a Customer provided DCS (grooming the T1/E1)
         is located at the EBTS Site.


                                      52
<Page>

         The EBTS/ISC passes the following traffic via the T1/E1 to the iDEN
         central network: Network Management (Status/Control and Configuration),
         Telephone Interconnect Service and Dispatch Service.

         Compressed voice for Interconnect is sent in a 16 kbps sub-rated
         format. "Clear T1/E1" capability is needed to support the sub-rates
         which is accomplished via B8ZS/HDB3.

         Time Frequency Reference (TFR), an ultra high stability ovenized Site
         reference, is incorporated in the ISC. Each base transceiver is
         connected to the reference signal from the Site standard.

         2.8.2.3 RECEIVER

         The receiver converts the low level RF signal into the digitized IF
         data which is sent to the BRC for post processing via the dedicated
         high speed serial link. The receiver includes a synthesizer for
         operation on any of the 800 MHz band channels with 25 kHz spacing. The
         receiver is capable of linear operation over a wide dynamic range
         necessary to support the advanced linear modulation. Adjacent channel
         selectivity is provided by the combination of crystal and digital
         filters.

         2.8.2.4 TRANSMITTER

         The transmitter converts the digitized output waveform, received from
         the base radio controller via the dedicated high speed serial link,
         into a high power RF signal. The transmitter includes a 800 MHz band
         linear power amplifier. The linear 350 Watts PEP power amplifier
         provides 60 dB IMR and is rated for 70 Watts average continuous duty.
         The high level of linearity is achieved with a double conversion
         feedback design using a number of custom integrated circuits. The
         transmit frequency is controlled through the on-board synthesizer. The
         BRC is used to perform thermal derating, transmitter initialization,
         power control loop leveling and synthesizer loading. This module
         includes fans for thermal management.

         2.8.2.5 POWER CONVERTER

         The power converter provides DC voltage necessary for base radio
         operation. It operates from the nominal input voltage. Fans are
         included in this module for cooling the power supply devices.

2.8.3    THIS SECTION REMOVED INTENTIONALLY.


                                      53
<Page>

2.8.4    LAN (LOCAL AREA NETWORK)

         The LAN provides a method of routing both data and compressed voice on
         the same communication link. The LAN operates at 10 Mbps to carry
         traffic between the base radios and the ACG. The functionality of the
         LAN repeater has been integrated into the LAN interfaces of the base
         radios and the ISC. This further improves System reliability. All base
         radio and ISC LAN interfaces are equipped with circuitry that will
         provide continued LAN functionality should a problem occur on either
         the base radio or the ISC. Thus, no single failure in the base radio of
         the ISC will bring down the LAN.

2.8.5    SITE SYNCHRONIZATION

         The BRs at a Site must transmit their information in synchronization
         with other BRs at that Site as well as with BRs at other Sites. Some of
         the reasons are to prevent interference and to permit optimal handoff.
         To meet this requirement, a Global Positioning Satellite Receiver
         (GPSR) system, included in above TFR, is used to supply a Site timing
         reference.

         The ISC contains the GPSR to provide absolute time sync. This
         information is distributed to all the BRs at a Site to provide
         knowledge of when timeslots start.

         Synchronization of base radios is necessary to ensure that MS units do
         not lose time reference as they change operating frequency.
         Synchronization is achieved via a GPSR at each Site. Since the time
         sync is generated from one source, MS units are synchronized to the
         System's time reference. To protect against a single point of failure,
         a standby GPSR is supplied with each standby ISC.

2.8.6    STANDBY CAPABILITY

         Three way antenna diversity is provided for each BR's receiver. The
         failure of any antenna results in potentially degraded coverage and
         capacity performance, but not a complete failure of the Site. The
         specific degradation of Site capacity will depend on the Site's
         transmitter combining scheme.

         The Site equipment operates from the -48 VDC source, so that a backup
         battery may be used to provide service during a power outage.


                                      54
<Page>

2.8.7    BASE RADIO TECHNICAL SPECIFICATION

<Table>
<Caption>

         GENERAL

         <S>                                                               <C>
         Frequency Generation                                              Synthesized

         Frequency Stability                                               3400 PPB or better per year with external
                                                                           reference

         Frequency Spacing                                                 25 kHz

         T/R Separation (with Duplexer)                                    45 MHz

         RF Input Impedance                                                50 ohms

         Nominal Input Voltage                                             -48 v DC

         Average Power Consumption (Max. @ 70W output)                     625 Watts

         Size, Weight                                                      8.5"H x 19" W x 15" D, 90 lbs

         Temperature Range (except batteries)                              0(degree)C to +40(degree)C

         TRANSMITTER

         Frequency Range                                                   851-866 MHz

         Frequency Switching Time                                          100 msec

         Power Output                                                      70W average,
                                                                           350W Peak Envelope Power

         Operating Bandwidth                                               15 MHz

         Spurious and Harmonic Emissions                                   -80 dBc

         Adjacent Channel Power                                            Per Part 90 FCC Mask

         RF Emissions                                                      Per FCC Requirements
</Table>


                                      55
<Page>

<Table>
<Caption>

         RECEIVER

        <S>                                                                <C>
         Frequency Range                                                   806-821 MHz

         Channel Spacing                                                   25 kHz

         Adjacent Channel IF Filter Attenuation                            100 dB

         Preselector Bandwidth                                             15 MHz

         Sensitivity (8% BER, Static M-QAM) Typically                      -115 dBm

         Radio 3rd Order Intercept Point                                   +13 dBm

         RF Filter Spur Selectivity                                        106 dB

         RF Emissions                                                      Per FCC Requirements
</Table>

2.9      NETWORK SYSTEM DESIGN

2.9.1    GENERAL

         The System network design, its capacity and routing will determine
         which of any additional subsystems may be desired or required.

         For example, in some cases, remote BSCs might optimize T1/E1 efficiency
         as the System grows.

         Also, the placement of the MSO Site, the dedicated T1/E1 routing to
         EBTS Sites and the associated T1/E1 route distances may require
         additional remote DAPSs and MPSs due to circuit delay.

2.9.1    CIRCUIT DELAY

         A System design guideline has been established that recommends that
         delays from an EBTS cell Site to the MPS be kept to less than 5 ms and
         the delay from the MPS to the DAP be kept to less than 2.5 ms. This
         limits the range from an EBTS to an MPS to about 600 (1000 KM) circuit
         miles if there are no other significant delays in the inter-exchange
         carrier's network (other than the link propagation delays themselves).

         Telephone interconnect, short message service and circuit-switched data
         can tolerate longer delays because of their less critical and less
         frequent set-up times and audio delay adjustment capability, and thus
         do not require the above stated dispatch system design criteria.
         However, extremely long delays (such as satellite hops or terrestrial
         links that have delays beyond 20 ms. should be avoided as this will add
         to the telephone audio delay.


                                      56
<Page>

2.9.2    EBTS TO MSO LINKS

         2.9.2.1  TI

         Motorola requires that the T1 span (1.544 mbps) linking Motorola
         provided equipment meet the following specifications:

         o Extended super frame

         o Clear channel signaling

         o Binary 8 zero substitution (B8ZS) (64 kbps DSO/timeslot)

         o North American T1

         NOTE: The MSC to PSTN trunk interface will support 56 kbps super frame
               protocol in addition to above.

         2.9.2.2 E1

         Motorola requires that the E1 span (2.048 Mbps) linking Motorola
         provided equipment met the following specifications.

         o Clear channel signaling

         o HDB3 (64 kbps time slot)

         o 75? Coaxial or 120? 4-wire termination.





                                      57
<Page>

3.       QUALITY AND RELIABILITY

3.1      SYSTEM AVAILABILITY

         System availability is calculated based upon the individual
         contributions of each part of the System. In the design of the System,
         Motorola has made use of fault tolerant computer architectures at all
         locations where a device failure would result in the loss of a
         significant part of the System. Also, Motorola has battery backup
         capability at all MSO Sites and its EBTS Sites to prevent loss of
         coverage and/or capacity given a failure of the AC mains.

3.2      FAULT TOLERANCE

         Following is a list of fault tolerant capabilities of the System. It is
         important to keep in mind that although this discussion treats a board
         as a single point failure, typically this is not accurate. Many of the
         boards contain identical functional blocks such as T1/E1 interfaces or
         voice transcoding circuits. In such instances, a board may be capable
         of functioning with some but not all of its capability. In other
         instances, performance of a board may degrade without an apparent
         failure. Critical circuitry is monitored as practical, and equipment
         alarms are generated so that a board may be replaced before an
         interruption of service occurs.

3.2.1    EBTS

         A complete failure of a single EBTS may be partially offset by the
         adjacent EBTS.

         Three way antenna diversity is provided for each Base Radio's receiver.
         The failure of any antenna may result in degraded coverage and capacity
         performance, but not a complete failure of the Site. The specific
         degradation of Site capacity will depend on the Site's transmitter
         combining scheme.

         Two ISC units can be used at every EBTS Site. If one fails the other
         takes over control of the Site. After a short interruption, service is
         restored automatically. All Sites use one T1/E1 to bring service from
         the telephone company CO. A protected fault tolerant T1/E1 connection
         between the COs can be requested from the serving telephone company.

3.2.2    BSC/CP/XCDR

         Within the BSC, the GPROCs are designated as Base Site Control
         Processor or Link Control Processor. The Base Site Control Processor is
         a centralized control point. In the XCDR the GPROCs perform the
         operations and maintenance processing.

         The MSI boards provide E1/T1 link connectivity. These may be assigned
         to two destinations. A high capacity connection which uses more
         capacity than one T1/E1 will be degraded if a MSI board fails.


                                      58
<Page>

         The transcoders boards are normally provided to support 0.1% blocking
         rate. If one of the boards fails, blocking probability may increase.

3.2.3    MSC/HLR/DAP

         The MSC, HLR, and DAP are provided on fault tolerant platforms. The
         fault tolerant platforms incorporate redundant pairs of processor
         boards that mirror the execution of the stored program. Should a
         processor fail, the redundant processor of the pair takes over and
         continues to operate. The failed board can be replaced on-line without
         service interruption.





                                      59
<Page>

DEFINITION OF ACRONYMS

-A - B - C-
"A" Interface Switch  MSC Switch
ACG                   Access Controller Gateway
ADC                   Administrative Data Center
AUC                   Authentication Center
BCS                   Batch Change Supplement
BHCA                  Busy Hour Call Attempts
BR                    Base Radio
BRC                   Base Radio Controller
BSC                   Base Site Controller
BTC                   Bus Terminator Card
CCS/C7(CCITT)         CCITT Signaling System 7
CLKX                  Clock Extender
CO                    Central Office
CP                    Call Processor (Part of BSC)
CPU                   Central Processing Unit
CSU                   Channel Service Unit

-D-
DAP                   Dispatch Application Processor
DCS                   Digital Crossconnect System
DMS-MSC               (Refer to MSC)
DN                    Directory Number
DRX                   Discontinuous Receive
DS                    Dispatch Station
DS0                   Single Time Slot of E1 or T1 circuit
DSP                   Digital Signal Processor
DTC                   Digital Trunk Controller
DTC                   Digital Trunk Cage
DTMF                  Dual Tone Multi-frequency
DTX                   Discontinuous Transmit

-E - F-
E1                    A 2.048 Megabit per second communications channel
EBTS                  Enhanced Base Transceiver System
EIA                   Electronic Industries Association
ENET                  Enhanced Network
                           (MSC Switching Network)
ERP                   Effective Radiated Power
ESN                   Equipment Serial Number
FCC                   Federal Communications Commission
FNE                   Fixed Network Equipment
FTAM                  File Transfer Access Method

-G - H-
GCLK                  Generic Clock
GPROC                 Generic Processor Card
GSM                   Global System for Mobile Communications
HDLC                  High Level Data Link Control
HLR                   Home Location Register


                                      60
<Page>

-I - J -K-
iDEN                   Integrated Dispatch Enhanced Network
IMEI                   International Mobile Equipment Identifier
IMSI                   International Mobile Subscriber Identifier
IOC                    Input/Output Controller
ISC                    Integrated Site Controller
ISO                    International Standards Organization
IWF                    Interworking Function
KSW                    Kiloport Switch
KSWX                   Kiloport Switch Extender

-L - M - N - O-
LA                     Location Area
LAI                    Location Area Identity
LAN                    Local Area Network
LANX                   Local Area Network Extender
LIU                    Link Interface Unit
LPP                    Link Peripheral Processor
LR                     Location Register
M16QAM                 Motorola's RF Modulation for iDEN
MAP                    Maintenance Administration Port
                          (MSC Control Terminal)
MAP                    Mobile Application Part (Protocol)
MCAP                   Motorola Cellular Processor - Advanced
MMI                    Man-Machine-Interface
MPC                    MultiPersonal Computer
MPS                    Metro-Packet-Switch
MS                     Mobile Station
MS-ISDN                Mobile Station International Subscriber Directory Number
MSC                    Mobile Switching Center
MSI                    Multiple Serial Interface
MSO                    Mobile Switching Office
MSRN                   Mobile Station Roaming Number
OAU                    Office Alarm Unit
OCOS                   Originating Class of Service
OM                     Operational Measurement
OMC                    Operations and Maintenance Center

-P - Q - R - S-
PCM                    Pulse Code Modulation
PLMN                   Public Land Mobile Radio Network
PSTN                   Public Switched Telephone Network
PTT                    Push To Talk
RAM                    Random Access Memory
RBDS                   Remote BSS Diagnostic Subsystem
RF                     Radio Frequency
RSO                    Remote Switching Office
SIX                    Serial Interface Extender
SMR                    Specialized Mobile Radio
SMS                    Short Message Service (Message-Mail(TM))
SMS-SC                 Short Message Service Service Center
SS7                    Signaling System 7


                                      61
<Page>

STP                    Signal Transfer Point





                                      62
<Page>

T - U - V - W - X - Y- Z
T1                        A 1.544 Megabit-per-second communications
                          channel.
TDM/TDMA                  Time Division Multiplexed/Time Division
                          Multiple Access
TMSI                      Temporary Mobile Station Identifier
USDC                      United States Digital Cellular
VLR                       Visited Location Register
VSELP                     Vector Sum Excited Linear Prediction
XCDR                      Speech Transcoder





                                      63
<Page>

                                   EXHIBIT "C"
                   TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                           TRICOM LATINOAMERICA, S.A.

                              ACCEPTANCE TEST PLAN


For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to that Purchase Agreement to which this document is Exhibit "C" and
to the other Exhibits to that Agreement. All definitions set forth in the
Agreement shall apply hereto, unless otherwise specified herein.


1.0      PURPOSE

The purpose of this Exhibit "C" Acceptance Test Plan is to set forth the
Acceptance Testing procedures and to demonstrate to Customer that Motorola has
delivered the Hardware, Software, and features as described in and pursuant to
the Agreement and its Exhibits.

2.0      ACCEPTANCE TESTING PROCEDURES

         2.1      The parties agree that the acceptance testing shall be done
                  for all new Systems and a modified ATP shall be performed for
                  all System Expansions and shall be included in all relevant
                  Purchase Orders. The ATP tests shall be chosen from the GATP,
                  as set forth below, that the parties have agreed to and
                  identified when Customer purchases ATP Services.

                  This ATP is generic in nature and tests operational features.
                  Should a certain feature or option not be purchased then it is
                  agreed that portion of the ATP shall be deleted and will not
                  be performed. Motorola shall supply new sections to cover new
                  products or features Motorola develops. The GATP will be
                  amended to reflect desired practices for testing Systems in
                  Commercial Service. The parties acknowledge that different
                  approaches are required for Systems in Commercial Service and
                  those acceptable for Systems not in Commercial Service.

                  Motorola and the Customer agree and acknowledge that System
                  performance may be affected by local regulatory constrains on
                  System's operation. Since such situation will be beyond
                  Motorola's control, it shall not impact or affect in any way
                  the attainment of Conditional Acceptance or Final Acceptance.
                  Furthermore, any condition derived from such situation shall
                  not become an item on the Punchlist.

                  Motorola and the Customer shall agree upon the ATP. It is
                  understood that in the event Customer uses services of the
                  Consultant for the ATP, Consultant's opinions will be subject
                  to the decisions made by Motorola and Customer.

         2.2      Should Customer request additional testing above and beyond
                  the ATP, the parties shall not be required to consider these
                  tests before Conditional Acceptance. Motorola shall prepare
                  and present to Customer a quotation detailing the time and
                  material charges that such additional testing may require.
                  However, if Customer requests additional acceptance tests for
                  the sole purpose of


                                       1
<Page>

                  isolating any defects that affect the operation of the System,
                  such tests will be conducted at no additional cost to the
                  Customer

3        SYSTEM AND SYSTEM EXPANSION ACCEPTANCE

Acceptance of all Systems and System Expansions shall be governed by the
requirements set forth below:

         3.1      Motorola shall conduct acceptance test procedures in
                  accordance with Section 5.0, ATP -- Conditional Acceptance,
                  and Section 6.0, ATP -- Final Acceptance, below. The test
                  procedures shall be contained in the Acceptance Test Plan
                  (ATP) for each System or System Expansion.

         3.2      The ATP shall be based on the Generic Acceptance Test Plan
                  (GATP) maintained by Motorola and may also include other
                  additional tests mutually agreed to. The GATP shall be
                  modified as needed to incorporate acceptance test procedures
                  for newly developed Equipment and Software as part of the
                  Software general release process and shall reflect the then
                  current acceptance test procedures available. Any
                  modifications to the GATP shall be made by Motorola to reflect
                  Equipment or Software or to correct errors or omissions in the
                  GATP. A copy of the current GATP is attached for reference.

         3.3      The scope of the ATP required to achieve Conditional
                  Acceptance - and Final Acceptance for each specific System or
                  System Expansion shall be identified and mutually agreed to.
                  The specific System or System Expansion ATP shall contain only
                  those GATP test procedures required to test the Equipment,
                  Software, and the associated features ordered and shall be
                  developed by Motorola based upon portions of the GATP
                  applicable to the mutually agreed upon scope for ATP
                  Conditional Acceptance and Final Acceptance. The schedule for
                  performance of such specific ATP shall be included in the
                  Implementation Schedule for the specific System or System
                  Expansion.

         3.4      Motorola shall supply to Customer, no later than sixty (60)
                  days prior to the scheduled commencement of ATP Conditional
                  Acceptance and Final Acceptance, as applicable, the particular
                  required test procedures to achieve the specific System or
                  System Expansion ATP Conditional Acceptance and Final
                  Acceptance. Customer shall have thirty (30) days following
                  receipt of said test procedures to review and comment on the
                  content of the test procedures.

         3.5      Only those features and items of Equipment and Software
                  supplied by Motorola in accordance with the definitions of
                  System and System Expansion contained herein, and installed by
                  Motorola, or installed by Customer in accordance with
                  Motorola-authored or Motorola-approved published installation
                  and engineering standards, shall be included in and tested
                  under the ATP for a System or System Expansion.

         3.6      Individual Site tests and the switch test shall be performed
                  in accordance with the ATP as soon as the individual Sites and
                  switch are completed. The System test in accordance with the
                  ATP shall be performed as soon as the switch and Site tests
                  are completed. These tests shall take place even when all the
                  Sites are not operational if all such unavailable Sites are
                  due to Customer failure to perform its applicable obligations
                  in accordance with the Implementation Schedule ("Customer
                  Unavailable Sites"). If there remain Customer Unavailable
                  Sites due to Motorola's failure to perform its applicable
                  obligations in accordance with the Implementation Schedule,
                  such tests shall be delayed until the affected Sites become
                  operational.

         3.7      The areas served by Customer Unavailable Sites shall not be
                  included in the System Test. When the Customer Unavailable
                  Sites are completed, the Site Test shall be completed for any
                  Customer Unavailable Sites. The existence of Customer
                  Unavailable Sites shall not delay - Conditional


                                       2
<Page>

                  Acceptance or Final Acceptance as long as the other items
                  necessary for Conditional Acceptance or Final Acceptance are
                  complete.

         3.8      Customer may order additional testing above and beyond the
                  specific acceptance test procedures defined in Sections 5.0
                  and 6.0, below, for a System or System Expansion. In
                  accordance with Section 2.0 above, the additional test
                  procedures to be performed and the price thereof shall be
                  identified and mutually agreed to prior to acceptance of an
                  order. The completion of these additional test procedures
                  shall be outside the scope of the System or System Expansion
                  ATP and shall not be apart of, nor a precedent to, Conditional
                  Acceptance or Final Acceptance of a System or System
                  Expansion.

         3.9      The acceptance test procedures as defined in Sections 5.0 and
                  6.0 shall not include, and shall be separate and distinct
                  from, any Software testing developed and executed in
                  conjunction with, and required to achieve, general release of
                  Software under the Software Maintenance Program (SMP) of the
                  Agreement.

         3.10     The conduct of Conditional Acceptance testing procedures shall
                  preclude Customer from initiating an expansion to a System or
                  System Expansion prior to the relevant Scheduled Completion
                  Date, unless the parties agree in writing that such expansion
                  does not result in material delay and/or expense to Motorola
                  in conducting and/or completing Conditional Acceptance testing
                  procedures in accordance with the relevant Scheduled
                  Completion Date.

4        RESPONSIBILITIES

         4.1      Initial System acceptance testing involves both the testing of
                  the FNE itself and the exercising of interfaces to Systems
                  external to the FNE. For this reason, testing of all external
                  equipment must be completed prior to recommencement of FNE
                  acceptance testing to assure its proper functioning. The
                  Customer is responsible to ensure the proper functioning of
                  equipment not supplied by Motorola. Initial System acceptance
                  testing shall be a joint responsibility between Motorola and
                  Customer.

         4.2      During Motorola's performance of the ATP, Customer shall: (i)
                  place the System or subsystem in the appropriate condition
                  (i.e. System lockdown) necessary to permit such testing to be
                  conducted at all reasonable times in accordance with a
                  schedule to be mutually agreed to by the parties; (ii) make
                  the Equipment, data, and facilities required for completion of
                  Conditional Acceptance testing available to Motorola in
                  accordance with such approved schedule; and (iii) provide free
                  access, ingress and egress to Customer facilities as
                  reasonably required to perform Conditional Acceptance in
                  accordance with such approved schedule.

         4.3      A qualified member of the Motorola staff, as designated by
                  Motorola, will serve as acceptance test coordinator. The test
                  coordinator will be responsible for observing and documenting
                  test results. Customer will provide an acceptance test monitor
                  who will assist in conducting the test procedure and observe
                  and verify the tests.

         4.4      Motorola shall provide Customer a schedule of the ATP
                  procedures and notify Customer of the time and place at which
                  such tests are to be conducted. Customer shall have the right
                  to observe the conduct of the tests and the results thereof.
                  Customer shall use reasonable efforts to accommodate
                  Motorola's ATP schedule.

         4.5      Customer is responsible for coordinating, with Motorola's
                  assistance, the activities of any common carrier or other
                  public or private agency, firm, etc., whose participation may
                  be required in successfully executing the test plan.


                                       3
<Page>

5        TEST PROCEDURES FOR ATP -- CONDITIONAL ACCEPTANCE

         5.1      The ATP Conditional Acceptance is comprised of four (4) test
                  sections, as appropriate, to verify performance and
                  functionality of a System or subsystem. The defined test
                  methodologies, target performance goals, timing, reference
                  documents and applicability to a new System or System
                  Expansion are described below. The test sections include:

                  o Customer Unique Information Testing

                  o Site Operational Readiness

                  o Interconnect Voice Circuit Testing

                  o Administrative Function Test

         5.2      Customer Unique Information Testing

                  The Customer Unique Information Testing shall evaluate the
                  implementation of System unique database elements developed by
                  Motorola utilizing specific information provided by Customer.
                  The test shall ensure that new System elements are properly
                  provisioned prior to loading of end users on a new network.
                  The System unique database may consist of the following
                  database elements, but Motorola shall specify the database
                  requirements based upon the final System configuration.

                  a)       MSC Dialplan. Verify the MSC translations by
                           generating incoming and outgoing calls on each
                           NPA-NXX for each call type to include supplementary
                           services.

                  b)       Dispatch and Interconnect Voice Server Testing. The
                           voice server tests shall include the confirmation of
                           functional call processing on all Site time slots
                           provisioned for I6 dispatch and of functional call
                           processing on all Site time slots provisioned for I6
                           and I3 interconnect call applications.

         5.3      Site Operational Readiness

                  Site Operational Readiness will consist of the evaluation of
                  Site Hardware installations against established Motorola
                  standards. It will follow installation of each Site when power
                  is available to each Site and all radio equipment is installed
                  and hooked up. It will ensure that all Motorola-supplied
                  Equipment is present, properly installed, and connected with
                  other Site equipment.

         5.4      Interconnect Voice Circuit Testing

                  Interconnect Voice Circuit Testing shall confirm the
                  connectivity and operations of all voice circuits between the
                  MSC and the BSC Equipment.

         5.5      Administrative Function test

                  Administrative Function Tests will confirm the operation of
                  primary and common administrative functions available on the
                  Operations Maintenance Center (OMC). These functions include,
                  but are not limited to, Site build and load, parameter
                  changes, System statistics gathering, alarm functionality, and
                  making back-ups on the System.

         5.6      Pass/Fail Criteria

                  Pass/Fail criteria of individual ATP-Conditional Acceptance
                  tests will be included within the detailed test procedures
                  delivered by Motorola to Customer as defined in Section 7.0
                  below.


                                       4
<Page>

                  Pass/fail criteria identified in the ATP -- Conditional
                  Acceptance test procedures will be based on the applicable
                  component specifications.

         5.7      Special Consideration for System Expansions

                  The ATP for a System Expansion may contain a subset of the
                  acceptance tests for a System and will be dependent upon the
                  Equipment and Software purchased in the System Expansion.

         5.8      Conditional Acceptance

                  In the event that commercial service has not yet commenced,
                  Conditional Acceptance for a System or System Expansion shall
                  occur when Motorola has completed and passed, to mutual
                  agreement, the applicable ATP tests. Conditional Acceptance
                  shall not be delayed because of minor (level 4 or below) test
                  failures. Such defects may be placed on the punchlist for
                  later resolution. In the event of major test failures caused
                  by level 6 or above defects, completion of the ATP will be
                  delayed until each such defect is corrected and the item
                  retested. Defects caused by systemic Software issues that are
                  not service affecting are covered under the Software
                  Maintenance Program (SMP).

         5.9      Customer Performance Test Period

                  a)       Upon completion of the ATP, a Punchlist shall be
                           mutually developed within 14 days. In addition, a
                           Performance Test Period, shall commence immediately
                           following successful completion of the ATP --
                           Conditional Acceptance Test Procedures, to allow
                           Customer to operate the System to determine if
                           additional failures are found as a result of Motorola
                           products failure to operate as specified.

                  b)       Prior to completion of the Performance Test, Customer
                           may load the System or System Expansion for a period
                           not to exceed thirty (30) days (unless otherwise
                           mutually agreed to) with up to 100 employees and up
                           to 250 non-paying subscribers, or as otherwise
                           mutually agreed to, in accordance with the terms of
                           the Commercial Service definition in Section 1.0 of
                           the Agreement, provided this activity does not
                           interfere with commissioning or System testing. Such
                           loading for Customer testing purposes shall not
                           trigger Commercial Service.

                  c)       Testing conducted during the Performance Test Period
                           shall be witnessed by Motorola, and the results,
                           including failures, must be reproducible and
                           documented by Customer to be included in the
                           Punchlist in the terms of Section b) below. This
                           testing shall be limited to testing of the System
                           infrastructure functionality tested in the ATP. The
                           testing shall specifically exclude testing of System
                           RF coverage and voice quality.

                  d)       To be included in the ATP Punchlist, test failures
                           found during the Performance Test Period must be
                           Level 6 or above and, upon mutual agreement, placed
                           on the Punchlist within the 14-day Performance Test
                           Period. Any defects found after the Punchlist is
                           finalized shall be resolved in accordance with the
                           warranties provided under the Agreement.

         5.10     Customer Certification of Conditional Acceptance

                  Upon agreement on the contents of the Punchlist, Customer
                  shall endorse the Motorola provided letter of acceptance
                  signifying occurrence of ATP -- Conditional Acceptance.


                                       5
<Page>

6        ATP -- FINAL ACCEPTANCE AND CUSTOMER CERTIFICATION

         When substantially all Punchlist Items (including all Level 6 and above
         defects) are resolved, ATP -- Final Acceptance shall be granted. Such
         approval shall not be unreasonably withheld. Final Acceptance shall be
         evidenced by a letter of acceptance provided by Motorola and signed by
         Customer.

7        ACCEPTANCE GUIDELINES

         7.1      In the event that, due to a problem outside Motorola's
                  control, a particular test or group of tests cannot be
                  completed within the time scheduled, one of these procedures
                  will be implemented:

                  a)       The affected test or portion of a test may be
                           interrupted and rescheduled for completion or
                           retesting at some future time.

                  b)       The affected test or portion of a test may be
                           continued to completion and the Acceptance Test
                           schedule amended as required to accommodate the
                           remaining tests and the exceptions that failed the
                           original testing.

                  c)       If the problem results from Customer action or
                           inaction or due to non-performance of a Customer
                           responsibility, the affected test will be rescheduled
                           and any additional costs will be borne by Customer.

                  Motorola will confer with Customer and decide, on a case by
                  case basis, which of these procedures is appropriate and
                  notify Customer.

         7.2      In the event of Customer-caused delays (i.e. not force majeure
                  or Motorola-caused) in the implementation of a System or
                  System Expansion, Conditional Acceptance shall be deemed
                  granted 60 days after the ATP -- Conditional Acceptance date
                  set forth in the Project Implementation Schedule and all
                  payments associated with Conditional Acceptance shall be due
                  and payable as of this date. Final Acceptance for such System
                  or System Expansion shall be deemed granted 90 days after the
                  Conditional Acceptance date set forth in the Project
                  Implementation Schedule and all payments associated with Final
                  Acceptance shall be due and payable as of this date. In either
                  case, 45 days before the automatic granting date is expected,
                  Motorola shall provide written notice to the Customer that the
                  provisions of this Section will apply. Notwithstanding the
                  foregoing, Motorola may provide the aforementioned written
                  notice 30 days before the automatic granting date is expected.
                  In such case, if Customer takes action to cure the cause of
                  the delay but requires more than 30 days, Customer shall be
                  allowed an additional 15 days before Conditional or Final
                  Acceptance, as the case may be, becomes automatic.

8        REPORTING RESULTS AND RETESTING

         8.1      Test Sequencing

                  At the completion of each test, a pass/fail determination will
                  be made based on the performance of FNE Equipment supplied by
                  Motorola and subject to Acceptance Testing under the
                  Agreement. In the event of test failure, other tests not
                  effected by the failed test will not be delayed and can
                  continue while remedies are prepared for the failed test.
                  Failed test procedures will be scheduled for retesting as
                  appropriate.

         8.2      Regression Testing


                                       6
<Page>

                  After a test failure has been remedied it will be scheduled
                  for retest. Previous tests that have passed and that logically
                  could be affected by the remedy for the failed test will be
                  repeated. Previously passed tests that are logically
                  unaffected by the remedy for the failed test do not require
                  retesting. Motorola and Customer will determine whether a test
                  is or is not logically affected by any remedy.

         8.3      Test Failure Severity Levels

                  The following table defines the Test Severity Levels to be
                  used in recording Test Results:

<Table>
<Caption>
                                     TABLE 1
------------ --------------------------------------------------------------------------------------------------------
<S>          <C>
   LEVEL     DESCRIPTION
------------ --------------------------------------------------------------------------------------------------------
             SERVICE AFFECTING.  Call processing or traffic handling is severely affected in some manner by the
    10       failure.
------------ --------------------------------------------------------------------------------------------------------
             PERFORMANCE AFFECTING.  Some adverse impact on System performance affecting the quality of service on
     6       call processing or traffic handling.
------------ --------------------------------------------------------------------------------------------------------
             MINOR PROBLEM.  The failure does not impact call processing, traffic handling, or System performance,
     4       but pass/fail criteria of the test procedure have not been satisfied.
------------ --------------------------------------------------------------------------------------------------------
             DOCUMENTATION.  Proper System operation has been observed, but System documentation referenced in the
     3       test procedure is ambiguous, misleading, or incorrect.
------------ --------------------------------------------------------------------------------------------------------
             PROCEDURAL.  Proper System operation has been observed, but the test procedure is ambiguous,
     1       misleading, or incorrect.
------------ --------------------------------------------------------------------------------------------------------
             EXTERNAL.  Test failure was caused by equipment not supplied by Motorola or Equipment supplied by
     0       Motorola but not subject to Acceptance Testing under the current Agreement or R/F interference
             generated by sources outside the System not under control of Motorola.
------------ --------------------------------------------------------------------------------------------------------
             CHANGE REQUEST.  Customer has requested a change to test procedures or System characteristics which is
     0       beyond the scope of the current Agreement.
------------ --------------------------------------------------------------------------------------------------------
</Table>

         8.4      Record of Test Results

                  During the entire Acceptance Test period, the Motorola
                  Coordinator will maintain a record of test results on the
                  standard data sheets, which will be made available for review
                  by Customer's Acceptance Test Monitor. In the event of test
                  failure, the severity of the failure will be determined and
                  recorded. A description of the extent of the failure will also
                  be recorded, along with requirements for retesting to
                  demonstrate that the failure has been cleared.

         8.5      Acceptance Report

                  8.5.1    Upon completion of each ATP test, Motorola shall
                           submit to Customer for approval all test reports
                           setting forth full and accurate test results
                           obtained. Customer's approval of such test reports
                           shall not be unreasonably withheld or delayed. The
                           test reports shall also summarize the results of
                           testing conducted. Each test report shall contain the
                           necessary analysis and collected data to support
                           conclusions, and copies of the original test data
                           sheets shall be provided to the Customer.

                  8.5.2    The completed data sheet will contain all of the test
                           results. Therefore, it will form the basis for
                           Acceptance of the System. Information on any
                           Acceptance Test procedures still pending will be
                           included.

         8.6      Acceptance

                  Neither endorsement of the Acceptance Test results nor the
                  issuance of a Letter of Acceptance will be delayed because of
                  minor (level 4 or below) defects of Equipment or Software.
                  Motorola will


                                       7
<Page>

                  expeditiously correct such reproducible defects, if any,
                  within 90 days after Conditional Acceptance.





                                       8
<Page>

                                   EXHIBIT "D"
                   TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                                     TRICOM

   IMPLEMENTATION ENGINEERING, SITE PREPARATION, INSTALLATION AND INTEGRATION


For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"D" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.

1.0      SCOPE OF WORK

         1.1      Customer shall provide all Site acquisition and Site
                  development efforts. Customer shall be responsible for
                  architectural engineering drawings. Motorola shall be
                  responsible for installation and integration of Fixed Network
                  Equipment (FNE).

         1.2      Customer shall pay the prices for Expansion Engineering,
                  Installation, and Integration as set forth in the iDEN
                  Infrastructure Price Book at the then current rate.

         1.3      All drawings, specifications and other documentation furnished
                  by Motorola will be in English. Drawings created by Motorola
                  specifically for this Agreement will utilize metric
                  measurements. Standard drawings, specification sheets and
                  other documentation will be furnished using the measurements
                  as published by the provider. Motorola will attempt to obtain
                  metric measurements if available from the provider.

         1.4      All drawings, specifications and other documentation furnished
                  by Customer, including notations made by Customer on Motorola
                  furnished drawings shall be in English.

2.0      COMMENCEMENT OF WORK

         2.1      System Implementation Engineering shall commence upon the
                  execution of the purchase order and formulation of the
                  preliminary System definition as specified by Customer and
                  Motorola.

         2.2      Site acquisition shall commence in accordance with the dates
                  contained in the Implementation Schedule of the specific
                  Purchase Agreement.

         2.3      Installation and integration by Motorola shall commence in
                  accordance with the Purchase Agreement Implementation
                  Schedule.

3.0      SITE ACQUISITION

         3.1      All Site acquisitions must be complete within the time frame
                  defined in the Purchase Agreement Implementation Schedule to
                  assure inclusion in the acceptance testing and Conditional
                  Acceptance of the System or System Expansion. Site acquisition
                  by Customer is that process from Site selection through lease
                  or purchase negotiation. Building permits and other
                  entitlements, inclusive of zoning deviations, are a part of
                  Site acquisition. Once the Site is ready for construction
                  and/or alteration, this responsibility is fulfilled.


                                       1
<Page>

         3.2      ***NOTE***
                  Avoid zones which are prone to or consist of: flammable
                  material storage buildings, frequent grass and brush fires,
                  hazardous materials, hazardous processes, flood planes,
                  landfills, radon gas, excessive vibration, or areas which may
                  be prone to railroad or vehicular mishaps.

4.0      iDEN SYSTEM IMPLEMENTATION ENGINEERING

         After Sites have been released to Motorola by Customer, iDEN
         Implementation Engineering shall be performed. This shall include a
         Site appraisal and installation analysis. The iDEN Implementation
         Engineering shall be performed as follows:

          4.1     Customer will select all Sites. Following Site selection,
                  Motorola will conduct a Site appraisal and installation
                  analysis which shall be used to determine the required tasks,
                  material and effort necessary for installation and
                  integration.

         4.2      Upon completion of the Site appraisal and installation
                  analysis Motorola will provide Customer with a list of all
                  tasks which need to be accomplished prior to the System's
                  equipment installation and integration.

         4.3      Additionally, Motorola shall prepare Site-specific FNE and
                  Motorola-supplied ancillary equipment lists. Pre-construction
                  documentation developed therefrom shall include:

                  4.3.1    Site layouts.

                  4.3.2    Wiring diagrams.

                  4.3.3    Rack layout diagrams for equipment to be installed
                           during the initial construction cycle.

                  4.3.4    Wiring lists.

                  4.3.5    Block and level diagrams.

                  4.3.6    Overall iDEN System diagram and an iDEN System block
                           and level diagram.

         4.4      Customer is responsible for the public switched telephone
                  network ("PSTN") configuration, including the Dial Plan and
                  design.

5.0      SITE PREPARATION

         5.1      Standards

                  Customer shall provide all Site Development Services. Customer
                  shall furnish all labor and material necessary to prepare and
                  complete each Site in compliance with all applicable codes,
                  inclusive of the Architectural Engineering Drawings and
                  Motorola applicable standards, and in accordance with the
                  project's Implementation Schedule. All Site acquisition must
                  be completed in accordance with the Implementation Schedule to
                  assure inclusion in acceptance testing and Conditional
                  Acceptance of the System or System Expansion.

         5.2      Scope of Work Existing Site

                  Below are the standard requirements which should be met in
                  order for the Sites to be considered acceptable to Motorola
                  under normal business conditions. Deviations to these criteria
                  must be reviewed and approved by Motorola on a case-by-case
                  basis.


                                       2
<Page>

                  5.2.1    Existing Building Site Requirements

                           5.2.1.1  Structure must safely support the floor load
                                    of current and future system equipment
                                    requirements, which is subject to change.

                           5.2.1.2  Walls, ceilings, and enclosures must
                                    accommodate approved equipment layouts.

                           5.2.1.3  Area should be a minimum of 200 square feet
                                    usable space with ceilings that will
                                    accommodate approved equipment layouts
                                    (Minimum Ceiling Height 8'6" - Maximum
                                    12'0"). The building must provide adequate
                                    access for construction, installation, and
                                    material movement. Should space be
                                    unavailable which meets the provisions of
                                    this Section, Motorola System Engineering
                                    must be notified prior to equipment
                                    manufacture.

                           5.2.1.4  A 5 ohm resistance measured between the
                                    building and earth ground in accordance with
                                    the Motorola grounding specification
                                    document R-56 must be available within 20
                                    feet of the equipment to meet Motorola
                                    engineering specifications.

                           5.2.1.5  Power shall be within 20 feet of the
                                    equipment room and provide either 120/240V
                                    AC, single phase, or 208V, three phase at
                                    200 amps to allow for future expansion of
                                    equipment.

                           5.2.1.6  Motorola suggests that antennas be mounted
                                    within 150 feet of the equipment thus
                                    allowing the use of 7/8 inch coaxial cable.
                                    In those cases where longer feed lines are
                                    necessary, coaxial cable size must be
                                    adjusted accordingly by the change process.

                           5.2.1.7  Must meet or exceed all local building
                                    codes.

                           5.2.1.8  Compliance with site specific safety codes
                                    as contained in the local regulations and
                                    codes.

                           5.2.1.9  Doors, lock sets, and/or security devices
                                    (Customer provided) must be in place and
                                    functioning.

                           5.2.1.10 Provisions must be made to allow
                                    installation of all cables in a non-plenum
                                    space.

                  5.2.2    Existing Building Architectural Engineering
                           Requirements. (This section is a list of the items
                           that are typically required from the Architectural
                           Engineering provider. This is Customer's
                           responsibility.)

                           5.2.2.1  Site Plan

                                    5.2.2.1.1  Entire property and leased area
                                               fully dimensioned.

                                    5.2.2.1.2  Existing structural drawings.

                                    5.2.2.1.3  Existing street, driveways,
                                               utilities, easements drawings.

                                    5.2.2.1.4  Dimensions from proposed
                                               structures to property lines,
                                               other structures.

                                    5.2.2.1.5  Elevations with dimensions of
                                               existing towers and antennas.


                                       3
<Page>

                                    5.2.2.1.6  Ownership identification
                                               documents.

                                    5.2.2.1.7  Legal descriptions.

                                    5.2.2.1.8  Flood plane documents where
                                               required.

                                    5.2.2.1.9  Special city code documentation
                                               where required.

                                    5.2.2.1.10 Floor loading-structure
                                               specifications.

                           5.2.2.2  Mechanical Plans

                                    5.2.2.2.1  For existing structures.

                                    5.2.2.2.2  Floor plans, mechanical
                                               equipment, duct work, piping.

                                    5.2.2.2.3  Specifications.

                                    5.2.2.2.4  Local requirements and
                                               restrictions.

                           5.2.2.3  Electrical Plans

                                    5.2.2.3.1  Floor plans, single line and
                                               panel schedule.

                                    5.2.2.3.2  Specifications.

                                    5.2.2.3.3  Local requirements.

                                    5.2.2.3.4  Ground systems including details
                                               and specifications.

                           5.2.2.4  Tower Drawings (by the party performing
                                    tower installation)

                                    5.2.2.4.1  Details (foundations included).

                                    5.2.2.4.2  Structural analysis.

                           5.2.2.5  Shelter Drawings (by the provider of the
                                    shelter).

                                    5.2.2.5.1  Details with elevations,
                                               placement and dimensions by
                                               architectural engineering
                                               provider.

                                    5.2.2.5.2  Approved as necessary by
                                               appropriate governmental
                                               authorities and stamped by
                                               shelter provider.

                  5.2.3    Site preparation tasks to be performed by Customer
                           shall include:

                           5.2.3.1  Install air conditioning system and/or
                                    forced air ventilation system.

                           5.2.3.2  Install wall feed through port for
                                    transmission lines.

                           5.2.3.3  Provide three-phase AC distribution system,
                                    including lighting and convenience outlets.

                           5.2.3.4  Ground system tied to building ground.

                           5.2.3.5  Construction and installation of electrical
                                    shield (if required).

                           5.2.3.6  Installation of cable ladder.


                                       4
<Page>

                           5.2.3.7  Installation of seismic bracing.

                           5.2.3.8  Mount and test antennas and transmission
                                    lines and any tower-mounted amplifiers that
                                    may be required.

                           5.2.3.9  Installation and testing of telephone
                                    services.

                           5.2.3.10 Site clean up and trash removal.

                           5.2.3.11 Project Management and field supervision
                                    exclusive of FNE equipment.

         5.3      Scope of Work Vacant Property Site (Scope may vary based on
                  Site specific requirements)

                  5.3.1    Vacant Property Shelter Site Requirements:

                           5.3.1.1  Site is assumed to be a vacant plot of
                                    cleared land that has sufficient area and
                                    with ingress and egress which will allow the
                                    installation of the required building and
                                    antenna structure.

                           5.3.1.2  The site is assumed to have normal soil.
                                    Normal soil is defined as a cohesive soil
                                    with an allowable net vertical bearing
                                    capacity of 4,000 pounds per square foot,
                                    and an allowable net horizontal pressure of
                                    400 pounds per square foot per linear foot
                                    of depth to a maximum of 4,000 pounds per
                                    square foot. Rock, non-cohesive soils, or
                                    saturated or submerged soils are not to be
                                    considered normal soil. In addition, the
                                    soil shall be suitable for mechanical
                                    backhoe excavation and no forming
                                    requirements for pouring sub-surface
                                    concrete should be considered.

                  5.3.2    Vacant Property Architectural and Engineering Drawing
                           Requirements to be provided by Customer. (In all
                           cases the information furnished for each Site is
                           based on the specific Site selected and the local
                           conditions, ordinances, codes, etc.)

                           5.3.2.1  Site Plan

                                    5.3.2.1.1  Topographic and drainage
                                               information and calculations.

                                    5.3.2.1.2  Existing structural drawings.

                                    5.3.2.1.3  Existing street, driveways,
                                               utilities, easements.

                                    5.3.2.1.4  Dimensions from proposed
                                               structures to property lines,
                                               other structures.

                                    5.3.2.1.5  Setbacks.

                                    5.3.2.1.6  Ownership documentation.

                                    5.3.2.1.7  Legal descriptions.

                                    5.3.2.1.8  Flood plane information.

                                    5.3.2.1.9  Local seismic codes.

                                    5.3.2.1.10 Fire Protection.


                                       5
<Page>

                           5.3.2.2  Foundation Plans

                                    5.3.2.2.1  Details, plans and elevations for
                                               tower and shelters.

                                    5.3.2.2.2  Soils recommendations.

                           5.3.2.3  Tower Drawings

                                    5.3.2.3.1  Details (foundation included by
                                               tower provider).

                                    5.3.2.3.2  Structural steel license (where
                                               required).

                                    5.3.2.3.3  Wooden tower approved as
                                               necessary by appropriate
                                               governmental authorities.

                           5.3.2.4  Shelter Drawings

                                    5.3.2.4.1  Details (foundations included)
                                               with elevations, placement and
                                               dimensions.

                                    5.3.2.4.2  Approved as necessary by
                                               appropriate governmental
                                               authorities and stamped by
                                               shelter provider.

                           5.3.2.5  Landscaping Plans

                                    5.3.2.5.1  If required, detail size,
                                               species, number location,
                                               irrigation with details, and
                                               material lists.

                  5.3.3    Vacant property site preparation tasks provided by
                           Customer shall include where appropriate:

                           5.3.3.1  Soil boring and analysis.

                           5.3.3.2  Certified drawings for tower, building and
                                    foundations.

                           5.3.3.3  Appropriate layouts and drawings.

                           5.3.3.4  Identification of existing or required
                                    utilities.

                           5.3.3.5  Construction of building and tower
                                    foundation based on soil analysis.

                           5.3.3.6  Assembly of building on Site (where
                                    required).

                           5.3.3.7  Erection of tower, installation and test of
                                    antennas, and transmission line.

                           5.3.3.8  Building electrical wiring connections.

                           5.3.3.9  Connection and testing of HVAC.

                           5.3.3.10 Installation and testing of telephone
                                    services.

                           5.3.3.11 Building and tower grounding system per
                                    Motorola Systems Engineering specifications.

                           5.3.3.12 Construction and installation of electrical
                                    shielding (if required).

                           5.3.3.13 Construction of access road or driveway as
                                    required.

                           5.3.3.14 Site fencing as desired by Customer.


                                       6
<Page>

                           5.3.3.15 Final site grading (where required).

                           5.3.3.16 Landscaping (where required).

                           5.3.3.17 Site clean up and trash removal.

                           5.3.3.18 Program management and field supervision.

                  5.3.4    Existing building Site requirements in Section 5.2.1
                           also apply to buildings constructed on vacant Sites.

         5.4      Scope of Work - Switch Site

                  5.4.1    Switch Site Requirements:

                           5.4.1.1  Existing building Site requirements in
                                    Section 5.2.1 also apply to the Switch Site,
                                    unless modified in this section.

                           5.4.1.2  Site is assumed to be an existing building
                                    of suitable size to house the Switch
                                    equipment and power supplies, inclusive of
                                    space for offices and storage.

                           5.4.1.3  Area should accommodate approved equipment
                                    layouts, house support personnel and provide
                                    storage for repair equipment. Cable tray
                                    height of between 8'6" to 9'6" is required,
                                    with adequate access for construction,
                                    installation, and material movement.

                           5.4.1.4  Power shall be within reasonable distance of
                                    the equipment room and provide AC, three
                                    phase, at sufficient amperage to support the
                                    MSO equipment configuration.

                  5.4.2    Switch Site Architectural Engineering Requirements:

                           5.4.2.1  Reference 5.2.2.

                  5.4.3    When appropriate Customer will provide:

                           5.4.3.1  Structural analysis and certification for
                                    existing buildings.

                           5.4.3.2  Certified drawings of building layout
                                    modifications and the appropriate building
                                    subsystems.

                           5.4.3.3  Air conditioning system as required to
                                    support the equipment configuration and
                                    personnel.

                           5.4.3.4  Adequate electrical service to support
                                    electrical distribution system, including
                                    lighting and convenience outlets, DC power
                                    plant, and inverters to support the MSO.

                           5.4.3.5  A stand-by generator, as required, and
                                    transfer equipment.

                           5.4.3.6  Building ground system compliant with
                                    Motorola grounding standards specified in
                                    R-56.

                           5.4.3.7  Ground loop tied to building ground.

                           5.4.3.8  Adequate space for 48 V battery system sized
                                    to provide eight (8) hours of system
                                    operation without recharge.


                                       7
<Page>

                           5.4.3.9  Cable ladder system.

                           5.4.3.10 Fire suppression, external alarms, and
                                    security systems.

                           5.4.3.11 Site clean up and trash removal.

                           5.4.3.12 Program management and field supervision.

6.0      INSTALLATION AND INTEGRATION

         6.1      Standards

                  All Site Preparation must be completed in accordance with the
                  project's Implementation Schedule to assure inclusion in
                  acceptance testing and Conditional Acceptance of the System or
                  System Expansion. Customer shall furnish all labor and
                  materials necessary to prepare and complete each Site in
                  compliance with all applicable codes and in accordance with
                  the Implementation Schedule.

                  Customer will advise Motorola upon completion of MSO Site
                  preparation. Motorola will commence installation and
                  integration only after this notification of "READY for FNE" is
                  made. The equipment will be installed and integrated by
                  Motorola in accordance with the following standards:

                  6.1.1    All work shall be performed by skilled Motorola
                           personnel and qualified subcontractors approved by
                           Motorola.

                  6.1.2    Motorola parts or parts of equal quality will be
                           used.

                  6.1.3    The work will be performed in accordance with the
                           instructions and techniques as described in the
                           manuals supplied by the equipment vendor.

                  6.1.4    All grounding shall be in conformance with Motorola
                           systems engineering requirements.

         6.2      Unless otherwise agreed by the parties, Motorola shall install
                  and integrate the System or System Expansion as specified in
                  the Agreement when the Site is listed "Ready for FNE." A Site
                  is "FNE Ready" at the point in time when the installation team
                  can deliver, install, integrate, and test all of the FNE and
                  associated ancillary equipment in a continuous, uninterrupted
                  manner. "Ready for FNE" is further defined as, but is not
                  limited to, the following conditions being met:

                  6.2.1    Lease agreement commenced.

                  6.2.2    All construction work has been completed. This
                           includes but is not limited to the completion of
                           interior finishes (including all paint and floor
                           covering), electrical work (including all lighting,
                           convenience outlets, grounding and bonding), cable
                           ladder (installed and grounded), and HVAC systems
                           fully operational.

                  6.2.3    Final inspection granted.

                  6.2.4    Power activated.

                  6.2.5    Access and security issues resolved (24 hour access
                           and theft security provided).

                  6.2.6    Construction punchlist complete.

                  6.2.7    Telephone company circuits, and any associated
                           modems, installed and tested.


                                       8
<Page>

                  6.2.8    Antennas, transmission lines, poly phasers,
                           grounding, and bonding installed and tested on
                           prepared support structures, per specifications.

         6.3      FNE Installation and Integration

                  6.3.1    Install and interconnect the battery/charger
                           equipment to Customer-provided commercial power
                           source.

                  6.3.2.   Unpack and position cabinets and racks and fasten to
                           the floor, if required. Include earthquake bracing as
                           applicable.

                  6.3.3    Interconnect and lace or tie-wrap all cables and
                           wiring on the Motorola-supplied equipment.

                  6.3.4    Connect equipment to Customer-provided commercial
                           power cables.

                  6.3.5    Program all iDEN FNE Software with iDEN System data.

                  6.3.6    Load the System Software.

                  6.3.8    Perform any other tests or adjustments required by
                           Motorola to verify that the iDEN System or System
                           Expansion is operating according to the agreed
                           specifications.

                  6.3.9    Verify and test proper operation of alarm system.

                  6.3.10   Place all refuse in Customer provided trash
                           receptacles.

         6.4      Upon completion of the above procedures, Motorola will inform
                  Customer that the System is ready for formal acceptance
                  testing as set forth in Exhibit "C."

7.0      CUSTOMER RESPONSIBILITIES

         7.1      Customer is responsible to negotiate all leases and/or
                  purchases of all Sites.

         7.2      Customer is responsible for obtaining any required operating
                  authority to install or operate the System, including, without
                  implied limitation, radio licenses, governmental
                  authorizations and approvals, local zoning approvals,
                  environmental impact studies and waivers, and building
                  permits.

         7.3      Information, documentation, facilities and services under
                  Customer's control or those documents not furnished by
                  Motorola shall be furnished by Customer in a timely manner to
                  facilitate the orderly progress of the work in accordance with
                  the project's Implementation Schedule. Included, without
                  implied limitation, shall be: access and right of entry to all
                  Sites; regulatory filing information; floor plans; and any
                  supporting documents which may affect Site engineering,
                  installation analysis, acquisition, permitting and
                  construction.

         7.4      Customer will be responsible for warehousing, reloading,
                  transporting, off-loading and moving the equipment onto the
                  permanent Site. Customer will bear the responsibility for
                  safekeeping and warehousing of the equipment in environmental
                  conditions as set out in the specifications. Motorola agrees,
                  with the exception of certain drop ship type equipment
                  (antennas, lines, combiners, etc.), not to ship equipment
                  prior to the scheduled dates without Customer's prior
                  approval. Motorola agrees to make a reasonable effort to batch
                  the equipment.


                                       9
<Page>

         7.5      To the fullest extent possible, Customer shall negotiate 24
                  hour per day Site availability during installation and the
                  maintenance period. Site access includes providing Motorola
                  with keys, pass codes, security clearances, escort, etc.,
                  necessary to gain entrance to and exit from the work area.
                  Should a specific Site not be made available 24 hours per day,
                  response will commence at the beginning of the access time
                  frame. Response time ends at the access route to remote high
                  Sites.

         7.6      Customer is at all times responsible for the costs of
                  commercial AC power usage, building air conditioning and
                  facility access issues.

         7.7      Customer is responsible for telephone service, inclusive of
                  cables and wiring, which shall be run to the immediate area of
                  the Motorola-supplied equipment, i.e., to the same room or
                  within twenty (20) cable feet of the termination point of the
                  equipment, whichever is closer.

         7.8      In the event that Customer fails to meet any of its
                  responsibilities and such failure results in any delays to the
                  agreed upon Implementation Schedule, Customer and Motorola
                  shall negotiate in good faith a revised Implementation
                  Schedule and additional costs, if necessary, reflecting the
                  effect of those delays.

8.0      RIGHT TO SUBCONTRACT

         Motorola and Customer shall have the right to subcontract the Site
         installation work in whole or in part.

9.0      SUPERVISION

         Motorola shall provide Program Management to supervise the installation
         and integration of the iDEN System or System Expansion. Customer shall
         appoint a System Manager who shall have authority to make changes that
         may be required during the installation.

10.0     OUT OF SCOPE WORK

         Out of scope work requested by Customer to be performed by Motorola and
         not specified in this Exhibit "D" required to complete installation or
         integration shall be authorized in writing via a formal change order by
         Customer prior to the commencement of such work as set forth in the
         Changes section in the Agreement.

11.0     SYSTEM ACCEPTANCE

         Within seven (7) days after Motorola has advised Customer that any
         increment or all of the System or System Expansion is complete,
         Customer shall furnish representatives to witness acceptance testing as
         set forth in the Acceptance Test Plan (ATP) and Exhibit "C." In the
         event Customer does not furnish representatives within the time frame
         above, Motorola may proceed with the acceptance tests and send Customer
         a written report of the acceptance test results, which results shall be
         as valid as if Customer representatives had personally witnessed the
         ATP.

12.0     FREQUENCY MANAGEMENT RECORDS

         Provision and maintenance of records required by appropriate frequency
         management authorities are the sole responsibility of Customer.

13.0     BUILDING SPECIFICATIONS

         No Site buildings are to be provided by Motorola. However, all System
         Site buildings are to be in accordance with applicable Motorola
         specifications.


                                      10
<Page>

                                  EXHIBIT "E1"
                   TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                 MOTOROLA, INC.
                                       AND
                                     TRICOM


                           SYSTEM HARDWARE MAINTENANCE

For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"E1" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.

This Exhibit sets forth Motorola's technical maintenance obligations
(collectively, the "System Hardware Maintenance") with respect to FNE Equipment
during the warranty periods stated in Section 8 of the Agreement and any
maintenance options purchased by Customer.

Motorola shall provide its " System Hardware Maintenance Plan," as set forth in
Schedules A and B below during the initial warranty period for each item of FNE
Equipment purchased under the Agreement. The maintenance services in Schedule B
are included in the FNE item's warranty purchase price and shall be provided for
a period of fifteen (15) months after the date of Conditional Acceptance. An
optional maintenance service, referred to as "Optional Local Engineering Support
Services," is also offered by Motorola as set forth in Schedule C below. The
maintenance option, when selected by Customer, must be procured in accordance
with pricing in the iDEN Infrastructure Price Book.

 SERVICE PLAN

The following is a description of the scope of work to be provided by Motorola
under Motorola's System Hardware Maintenance Plan (see Schedules A and B) and
Optional Local Engineering Support Services (see Schedule C).

1.       SCOPE

         1.1      Motorola shall maintain each FNE product covered by a
                  maintenance plan according to the terms and conditions set
                  forth herein and for the prices referenced above and in
                  Section 8 of the Agreement.

         1.2      The System Hardware Maintenance Plan shall be provided during
                  the FNE Equipment warranty period as defined in Section 8 of
                  the Agreement. The individual segments of the plan may be
                  extended thereafter at Motorola's then current rates. The plan
                  shall consist of the following:

                  1.2.1    Schedule A: Telephone Technical Support

                  1.2.2    Schedule B: Depot Repair Maintenance.

         1.3      The optional maintenance services listed below will be
                  provided when separately purchased in accordance with the iDEN
                  Infrastructure Price Book:

                  1.3.1    Schedule C: Optional Local Engineering Support
                           Services.


                                       1
<Page>

2.       CUSTOMER RESPONSIBILITIES

         Customer shall:

         2.1      Appoint a System Manager for each system and supply Motorola
                  with the name, address and telephone number of the System
                  Manager who shall be responsible for coordination with
                  Motorola personnel and who shall, at the option of the
                  Customer System Manager, make available a Customer
                  Representative during Motorola performance of Services.

         2.2      Control site environmental conditions including but not
                  limited to temperature, humidity, voltage, VSWR, etc.
                  according to FNE specifications.

         2.3      Provide reasonable facilities including, but not limited to,
                  secure storage space, a designated work space with adequate
                  temperature control and light, and use of all FNE and
                  communications facilities, including access to a telephone
                  line.

         2.4      Supervise and perform all normal day-to-day System operational
                  activities.

         2.5      Perform System restarts or other maintenance activity as
                  directed by Motorola service manuals prior to initiating a
                  service call for any System problem unless previously
                  instructed otherwise by a Motorola representative.

         2.7      Furnish, maintain and repair equipment, products, and services
                  supplied by:

                  2.7.1    The local telephone company (which include but are
                           not limited to local exchange interface),

                  2.7.2    Vendors other than Motorola, and

                  2.7.3    Vendors of mobile and/or other portable subscriber
                           units.

         2.9      Procure its desired test equipment for its own use.

         2.10     Procure and stock Field Replaceable Units ("FRUs").

3.       SCHEDULE A: TELEPHONE TECHNICAL SUPPORT

         With Respect to FNE equipment, Motorola shall provide Customer a
         telephone number for access to unlimited twenty-four (24) hour seven
         (7) days a week telephone technical support from a Motorola supplied
         central support function in Schaumburg, Illinois.

4.       SCHEDULE B: DEPOT REPAIR SERVICE

         Motorola shall provide depot repair of Field Replaceable Units (FRUs)
         at a Motorola repair facility or a repair facility authorized by
         Motorola in accordance with Section 8.1 of the Agreement and the terms
         set forth below:

         4.1      Customer shall determine and identify all FRUs indicated to be
                  defective and ship, prepaid by Customer, said defective
                  equipment to the designated Motorola repair facility. Customer
                  must provide a summary of the nature of the defect. Customer
                  must also choose a reasonable method of shipment so that FRU
                  is received on a timely basis. Failure to adhere to these
                  steps may result in repair delays.

         4.2      Motorola will repair and test all defective FRUs and will
                  return said FRUs to Customer at a location designated by
                  Customer within a reasonable time after receipt at the
                  Motorola authorized repair location. Motorola shall pay for
                  shipping to Customer's location.


                                       2
<Page>

5.       SCHEDULE C: OPTIONAL LOCAL ENGINEERING SUPPORT SERVICES

         The following Service option is offered by Motorola to Customer
         concurrently with the maintenance service contained in Schedules A and
         B during the warranty period and may be extended on an annual basis.

         5.1      Local Engineering Support

                  Motorola shall provide local engineering support to Customer
                  in accordance with the selected MSO warranty in the iDEN
                  Infrastructure Price Book for each new switch purchased. Said
                  engineering support shall aid in troubleshooting switch
                  issues, provide telephone support to troubleshoot issues for
                  remote BSC and EBTS sites, and be available during Customer's
                  normal working hours (the equivalent of 8:00 am to 5:00 pm),
                  Monday through Friday.

6.       SERVICE LIMITATIONS AND EXCLUSIONS

         The following applies to any of the Maintenance Plans contained in this
         Exhibit.

         6.1      Service does not include installation for System hardware
                  expansions requested by Customer.

         6.2      Service does not include: normal system operating
                  responsibilities; the provision of operating supplies or
                  replacement of consumable supplies; electrical work external
                  to the Switch; or any other functions not required per this
                  Exhibit "E".

         6.3      Service does not include maintenance or repair of towers,
                  antennas, transmission lines, telephone lines, microwave
                  equipment, building's HVAC, or back-up generators unless such
                  products are provided by Motorola.

         6.4      Movement of equipment and reinstallation by anyone not
                  authorized by Motorola may void any obligation or warranty by
                  Motorola. Such authorization by Motorola will not be
                  unreasonably withheld.

         6.5      Customer shall not modify, remove, or obliterate the bar code,
                  serial number, or other identifying mark(s) on the products.
                  Any Product so altered and in need of repair shall be repaired
                  at the sole discretion of Motorola.

         6.6      Motorola shall have no obligation to repair or replace items
                  when such repair or replacement is caused by the following:

                  6.6.1    An event of Force Majeure. However, Motorola agrees,
                           upon Customer's request, to participate with Customer
                           and make an assessment with respect to any damage as
                           a result of such event and to provide a quotation
                           with respect to the repair and/or replacement of the
                           items damaged.

                  6.6.2    Acts of vandalism.

                  6.6.3    Attempts by other than personnel authorized by
                           Motorola to repair, maintain, install or modify the
                           equipment, or if the product is used in other than
                           its normal and customary manner;

                  6.6.4    Customer's failure to maintain prescribed
                           environmental conditions or external electrical
                           tolerances.

                  6.6.5    Damage which occurs during shipment from Customer to
                           Motorola.


                                       3
<Page>

                  6.6.6    Replacement or malfunction of consumable items such
                           as printing ribbons.

                  6.6.7    Failure of any part of the Interconnected Carrier
                           equipment.





                                       4
<Page>

                                  EXHIBIT "E2"
                   TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                 MOTOROLA, INC.
                                       AND
                                     TRICOM


                           SOFTWARE SYSTEM MAINTENANCE

For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"E2" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.

This Exhibit sets forth Motorola's technical maintenance obligations
(collectively, the "Software System Maintenance") with respect to Software
during the warranty periods stated in Section 9 of the Agreement. Upon the
expiration of the initial warranty period Customer shall purchase the Software
Maintenance Program pursuant to Section 8.5 of the Agreement.

Motorola shall provide its "Software System Maintenance Plan," as set forth in
Schedules A and B during the initial warranty period for Software purchased
under the Agreement. The services in Schedules A and B are provided under the
terms of the annual Software Maintenance Program (SMP).

SERVICE PLAN

The following is a description of the scope of work to be provided by Motorola
under Motorola's Software System Maintenance.

1.       SCOPE

         1.1      Motorola shall maintain each Software product covered by a
                  maintenance plan according to the terms and conditions set
                  forth herein and for the prices referenced above and in
                  Section 8 of the Agreement.

         1.2      The Software Maintenance Plan shall be provided during
                  warranty period as defined in Section 8 of the Agreement. The
                  individual segments of the plan may be extended thereafter at
                  Motorola's then current rates. The plan shall consist of the
                  following:

                  1.2.1      Schedule A:  Telephone Technical Support

                  1.2.2      Schedule B: Software Maintenance.

2.       CUSTOMER RESPONSIBILITIES

         Customer shall:

         2.1      Appoint a System Manager for each System and supply Motorola
                  with the name, address and telephone number of the System
                  Manager who shall be responsible for coordination with
                  Motorola personnel and who shall, at the option of the
                  Customer System Manager, make available a Customer
                  Representative during Motorola performance of Services.


                                       1
<Page>

         2.2      Control site environmental conditions including but not
                  limited to temperature, humidity, voltage, VSWR, etc.
                  according to Motorola specifications.

         2.3      Provide reasonable facilities including, but not limited to,
                  secure storage space, a designated work space with adequate
                  temperature control and light, and use of communications
                  facilities, including access to a telephone line.

         2.4      Supervise and perform all normal day-to-day System operational
                  activities.

         2.5      Perform System restarts or other maintenance activity as
                  directed by Motorola Software manuals prior to initiating a
                  service call for any System problem unless previously
                  instructed otherwise by a Motorola representative.

         2.6      Assist Motorola in Motorola's diagnosis of reproducible
                  Software malfunctions and cooperate with Motorola remote and
                  local personnel as they provide technical supervision and
                  support to Customer's maintenance technicians.

         2.7      Furnish, maintain and repair equipment, products, and services
                  supplied by:

                  2.7.1    The local telephone company (which include but are
                           not limited to local exchange interface),

                  2.7.2    Vendors other than Motorola, and

                  2.7.3    Vendors of mobile and/or other portable subscriber
                           units.

         2.8      Supervise, manage and control its use of the licensed Software
                  including but not limited to:

                  2.8.1    Assuring proper machine configuration, program
                           installation, audit controls and operating methods;

                  2.8.2    Implementing adequate backup plans, based on
                           alternate procedures to diagnose, patch and repair
                           Software defects in the event of a Software
                           malfunction; and

                  2.8.3    Implementing sufficient procedures and checkpoints to
                           satisfy Customer's requirements for security and
                           accuracy of input and output as well as restart and
                           recovery in the event of malfunction. Such procedures
                           and checkpoints will be provided to and followed by
                           Motorola.

         2.9      Procure its desired test equipment for its own use.

3.       SCHEDULE A:  TELEPHONE TECHNICAL SUPPORT

         Motorola shall provide Customer a telephone number for access to
         unlimited twenty-four (24) hour seven (7) days a week telephone
         technical software support from a Motorola supplied central support
         function in Schaumburg, Illinois.


                                       2
<Page>

5.       SCHEDULE B:  SOFTWARE MAINTENANCE PROGRAM ("SMP")

         Pursuant to Section 9.4 of the Agreement, the subsections below set
         forth SMP general terms, the proposal set forth in Exhibit "A" further
         defines the SMP services and pricing for 2000, and Motorola
         periodically shall make proposals governing SMP services and pricing
         for the remaining portions of the term of the Agreement. The license
         for Software provided during the SMP shall be provided in accordance
         with Exhibit "F" to the Agreement.

         5.1      Definitions

                  CERTIFICATION - The approval by Motorola that Customer's
                  current Software is in acceptable condition for coverage under
                  the Software Maintenance Program.

                  FEATURE - A new Software functionality or substantial
                  performance improvement that is made available to Customer for
                  the then current Software release.

                  FIRMWARE - Software in object code form that is implanted in
                  hardware such as, by example and not limitation: ROM (Read
                  Only Memory); PROM (Programmable Read Only Memory); or EPROM
                  (Erasable Programmable Read Only Memory).

                  MAJOR RELEASE - The issue of Software and any superseding
                  issue thereof which adds to, improves, or enhances existing
                  Software Features and capabilities involving more extensive
                  changes to the underlying source code or the user interface
                  than Is the case in a Point Release. A Major Release may also
                  correct defects in earlier releases.

                  NEW FEATURE RELEASE - A Major Release which contains one or
                  more new Features.

                  POINT RELEASE - A superseding issue of the Software which adds
                  to, improves, or enhances existing Features and capabilities
                  of the Major Release of Software with which it is associated.
                  A Point Release may also correct defects in earlier releases.

                  REHOSTING - The integration of SP Software into Customer's
                  current release of Software.

                  SOFTWARE PATCH - Software that corrects or removes a
                  reproducible anomaly or "bug" in an existing Major Release.

                  SOFTWARE UPDATES - Those Software "fixes" and "patches" issued
                  by Motorola which correct a reproducible service-affecting
                  defect in a Major Release of the Software, whether or not such
                  defect applies to Software furnished to Customer under this
                  Agreement. Software Updates do not include Point Releases or
                  Major Releases, and do not represent an upgrade to or
                  enhancement of existing Software performance levels.

                  SPECIAL PRODUCT SOFTWARE (SP) - Features developed for
                  Customer which contain Customer unique features and/or
                  functionality.

         5.2      All Major Releases and Software Updates (not Optional
                  Features) made available by Motorola to any other iDEN
                  customer shall be made available to Customer free of charge
                  (except for SMP charges).

         5.3      Optional Features and SP Software may be included in SMP at
                  additional cost which shall be added to the base SMP rate and
                  included as part of the annual audit set forth in Section
                  5.14.

         5.4      Travel and associated expenses for on-site visits by Motorola
                  personnel are not covered by this SMP unless, in Motorola's
                  judgment, such travel is required to perform the warranty work
                  or is


                                       3
<Page>

                  provided for under the "iDEN System Software Loading Support
                  Services"section of the Clearnet 1999 SMP Proposal set forth
                  in Exhibit "O".

         5.5      Customer may purchase Motorola FNE additions required to
                  accommodate new features and/or functionality at an additional
                  charge to Customer as set forth in the iDEN Infrastructure
                  Price Book. Motorola shall notify Customer of any additional
                  hardware requirements as soon as they are aware that such
                  additional hardware is necessary. Motorola's failure to notify
                  Customer of material changes in hardware, when known prior to
                  Customer order for such features or functions, will result in
                  cancellation of the original order and allowance for the
                  Customer to reconsider its wish to proceed.

         5.6      After completion of an SMP coverage period, if Customer
                  declines to purchase and extend the SMP for a future term or
                  if Customer terminates a subsequent SMP and thereby allows SMP
                  coverage to lapse for a System, Motorola must certify (as
                  described in Section 5.7 herein) the System before Motorola
                  will make the SMP available to Customer for such System for
                  another term.

         5.7      Certification for SMP consists of the following: (1) Motorola
                  will audit Customer's System at Customer's expense; (2)
                  Motorola will identify the FNE and/or IPL that must be
                  purchased by Customer, if any, in order to bring Customer's
                  System to the current release level (this includes back
                  payment of all lapsed SMP); (3) Customer must acquire such FNE
                  and/or IPL; and (4) once Customer has purchased the necessary
                  items, Motorola will certify Customer's System and make SMP
                  available to Customer at the then current Motorola price.

         5.8      While Customer is enrolled in the SMP, Motorola shall provide
                  all labor necessary to correct any service-affecting Software
                  defects for the full warranty period and for any period the
                  Software is covered by the SMP, without charge to Customer,
                  and in accordance with the warranty provisions contained in
                  Exhibit "F".

         5.9      During the period SMP is purchased by Customer, Motorola shall
                  provide the services defined in Schedule A (Telephone
                  Technical Support) under SMP.

         5.10     Customer shall be responsible for the first level of
                  maintenance, including but not limited to diagnosis and
                  isolation of reproducible Software malfunctions. In the event
                  of any such Software malfunction, Customer shall notify
                  Motorola immediately, followed by written confirmation of such
                  notice. Motorola will acknowledge receipt of verified
                  reproducible Software malfunctions and will promptly provide
                  such service as is necessary to correct service-affecting
                  defects in accordance with the published Motorola
                  specifications. Customer shall be responsible for the
                  installation of new Releases, Updates and associated Firmware.

         5.11     SMP applies only to the Software as supplied or modified by
                  Motorola. Modifications, attempted modifications, or additions
                  to the Software by Customer or by any party other than
                  Motorola is a breach of the Software License contained in
                  Exhibit "F" to the Purchase Agreement and will void all
                  obligations of Motorola under the SMP.

         5.12     Motorola shall have no obligation to support any Software
                  other than the current Release and the immediately preceding
                  Major Release.

         5.13     The SMP supplied to Customer during the warranty period shall
                  be automatically renewed on a yearly basis. If Customer
                  desires not to renew SMP, Customer must notify Motorola a
                  minimum of ninety (90) days prior to the end of the warranty
                  period or any subsequent renewal period.

         5.14     Customer shall agree to yearly audits by Motorola of Systems
                  configurations and capacities in order to calculate the new
                  SMP price. The new SMP price for the following year shall be
                  calculated at the end of each calendar year and shall be based
                  on the Products in Commercial Service at that time. If
                  Customers' initial SMP coverage expires prior to December 31,
                  the renewal


                                       4
<Page>

                  period shall expire on December 31, and Customer shall be
                  charged for the pro rata amount of the SMP fee to cover the
                  period from expiration to December 31 of that year. The next
                  renewal period shall begin on January 1 of the next year.

6.       SCHEDULE C:  OPTIONAL LOCAL ENGINEERING SUPPORT SERVICES

         The following Service option is offered by Motorola to Customer
         concurrently with the maintenance service contained in Schedules A
         through C during the warranty period and may be extended on an annual
         basis.

         6.1      Local Engineering Support

                  Motorola shall provide local engineering support to Customer
                  in accordance with the selected MSO warranty in the iDEN
                  Infrastructure Price Book for each new switch purchased. Said
                  engineering support shall aid in troubleshooting switch
                  issues, provide telephone support to troubleshoot issues for
                  remote BSC and EBTS sites, and be available during Customer's
                  normal working hours (the equivalent of 8:00 am to 5:00 pm),
                  Monday through Friday.

7.       SERVICE LIMITATIONS AND EXCLUSIONS

         The following applies to any of the Maintenance Service Plans contained
         in this Exhibit.

         7.1      Service does not include installation for System hardware
                  expansions requested by Customer.

         7.2      Service does not include: normal system operating
                  responsibilities; the provision of operating supplies or
                  replacement of consumable supplies; electrical work external
                  to the Switch; or any other functions not required per this
                  Exhibit "E".

         7.3      Service does not include maintenance or repair of towers,
                  antennas, transmission lines, telephone lines, microwave
                  equipment, building's HVAC, or back-up generators unless such
                  products are provided by Motorola.

         7.4      Movement of equipment and reinstallation by anyone not
                  authorized by Motorola may void any obligation or warranty by
                  Motorola. Such authorization by Motorola will not be
                  unreasonably withheld.

         7.5      Customer shall not modify, remove, or obliterate the bar code,
                  serial number, or other identifying mark(s) on the products.
                  Any Product so altered and in need of repair shall be repaired
                  at the sole discretion of Motorola.

         7.6      Motorola shall have no obligation to repair or replace items
                  when such repair or replacement is caused by the following:

                  7.6.1    An event of Force Majeure. However, Motorola agrees,
                           upon Customer's request, to participate with Customer
                           and make an assessment with respect to any damage as
                           a result of such event and to provide a quotation
                           with respect to the repair and/or replacement of the
                           items damaged.

                  7.6.2    Acts of vandalism.

                  7.6.3    Attempts by other than personnel authorized by
                           Motorola to repair, maintain, install or modify the
                           equipment, or if the product is used in other than
                           its normal and customary manner;

                  7.6.4    Customer's failure to maintain prescribed
                           environmental conditions or external electrical
                           tolerances.


                                       5
<Page>

                  7.6.5    Damage which occurs during shipment from Customer to
                           Motorola.

                  7.6.6    Replacement or malfunction of consumable items such
                           as printing ribbons.

                  7.6.7    Failure of any part of the Interconnected Carrier
                           equipment.





                                       6
<Page>

                                   EXHIBIT "F"
                       TO THE PURCHASE AND SALE AGREEMENT
                                     BETWEEN
                                 MOTOROLA, INC.
                                       AND
                                     TRICOM

                                SOFTWARE LICENSE


For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the Purchase and Sale Agreement to which this document is Exhibit
F and to the other Exhibits to that Agreement, except as otherwise stated
herein. All definitions set forth in the Agreement shall apply hereto except as
otherwise expressly defined herein.

1.       DEFINITIONS

         FEATURES - Features include Optional Features and Standard Features.

         INITIAL PROGRAM LOAD (IPL) - The Initial Program Load contains the
         Operating System Software (O/SS) and the Standard Features of the
         current Software Release.

         INITIAL LICENSE FEE (ILF) - The Initial License Fee is the License Fee
         for using the O/SS, and all Standard Features included in the IPL. This
         fee does not cover the use of any Optional Features. This fee also does
         not cover the use of Software on expansion equipment associated with
         Network Elements, unless such expansion equipment is installed when
         Customer pays the Initial License Fee.

         LICENSE FEE - License Fee means the fee paid by Customer pursuant to
         Section 6.1.4 of the Agreement for the right to use Software in
         accordance with the terms of this Exhibit.

         NETWORK ELEMENTS - Network Elements refer to the network infrastructure
         components, including those component associates with Internet Protocol
         (IP) network architecture. Network Elements include, but are not
         limited to, the Fixed Network Equipment (FNE), and any expansions or
         sub-components thereof. Network Elements may be either manufactured or
         supplied by Motorola or by third parties.

         NETWORK FEATURES - Network Features allow specialized communication
         between any Network Elements.

         OPERATING SYSTEM SOFTWARE (O/SS) - The O/SS brings the hardware
         platform to a state of readiness that allows Standard and Optional
         Features to run.

         OPERATIONAL FEATURES - Operational Features improve the overall
         non-call performance of the network. Non-call performance includes
         increased call quality, increased availability and decreased cost of
         ownership. Examples of Operational Features include Billing Features,
         CAMP Terminal Expansions, Interference Cancellation, and Multiple Alarm
         Expansions.

         OPTIONAL FEATURES - Optional Features provide incremental functionality
         beyond the Standard Release and require the purchase of individual
         feature licenses. Optional Feature categories include Subscriber
         Features, Network Features and Operational Features.


                                       1
<Page>

         SOFTWARE - Software is any computer program, including the O/SS, the
         Features and any other computer program, whole or partial copies of a
         computer program, adaptations, derivative works, modifications,
         translations, updates or enhancements of all or part of a computer
         program, documentation associated with a computer program, and the
         techniques and ideas embodied and expressed in a computer program
         (including but not limited to the structure, sequence and organization
         of a computer program.) A computer program comprising Software under
         this Agreement is in any medium (including but not limited to all types
         of permanent or semi-permanent memory or storage devices, in hard-wired
         logic instructions, or in any electronic medium) and in any form (for
         example, human or machine-readable form), and a computer program is
         furnished directly or indirectly by Motorola to Customer, or, to the
         extent permitted under this Agreement, is a Customer's copy,
         adaptation, derivative work, modification, translation, update or
         enhancement of a computer program furnished directly or indirectly by
         Motorola to Customer. The computer programs comprising Software may be
         used solely in conjunction with the System Configuration.
         Notwithstanding the foregoing, the term Software shall not include
         third party computer programs provided under separate license
         agreements such as shirk-wrap license agreements, or third party
         computer programs not licensable under the terms of this Agreement,
         such as third party computer programs provided under the free software
         foundation's general public license. Any reference herein to Software
         being "sold" or "purchased" shall in fact be deemed to be a reference
         to Software being "licensed."

         SOFTWARE RELEASE - A Software Release is a new version of Software that
         contains new Standard Features, O/SS upgrades, and those Optional
         Features that have been licensed separately and individually by
         Customer.

         STANDARD FEATURES - Standard Features are included in the current
         Software Release at no additional charge. Included in the Standard
         Features is the Call Processing functionality that allows the Network
         Elements to operate as a wireless communications system.

         SUBSCRIBER FEATURES - Subscriber Features are those that can either be
         offered on a per-subscriber or per-traffic channel basis and/or which
         are apparent as features to the subscriber. Examples of Subscriber
         Features include Caller Preview Service, Message Waiting Notification
         and Authentication.

         SYSTEM CONFIGURATION - System Configuration means the combination of
         Software and Network Elements installed in the System for which the
         most recent License Fees due under the terms of this Agreement have
         been paid by Customer. (For the purposes of this definition, a Network
         Element does not include that expansion equipment associated with such
         Network Elements if such expansion equipment has not yet been
         installed.)

2.       LICENSE GRANT

         2.1      Concurrent with execution of the Agreement and subject to the
                  payment of applicable License Fees hereunder, Motorola grants
                  to Customer a personal, perpetual, revocable, limited,
                  non-exclusive and non-transferable license under applicable
                  copyrights and trade secret rights to use Software in
                  connection with the System Configuration. The term "use" means
                  to load, execute, store or display the Software, for the
                  purpose of operating or maintaining the System Configuration.
                  The term "maintain" means performing diagnostic and testing
                  functions consistent with Customer's obligation to provide
                  first echelon diagnosis under the Software warranty set forth
                  in the Agreement.

         2.2      The following License Fees for the use of Software on the
                  initial System Configuration are set forth in Exhibit A of the
                  Agreement: (i) ILF; and (ii) License Fees for specified
                  Optional Features.

         2.3      Changes to System Configuration and/or additional use of
                  existing Software (by Network Elements or subscribers) may
                  require payment of additional License Fees. Examples of
                  changes to System Configuration and/or additional Software
                  uses include, but are not limited to, the following:

                  (i)      use of additional Optional Features;

                  (ii)     increased capacity of Optional Features;

                  (iii)    increased call processing capacity;


                                       2
<Page>

                  (vi)     expansion of Network Elements (e.g. increase in the
                           number of trunk shelves);

                  (vii)    addition of Network Elements.

3.       [LEFT BLANK ON PURPOSE]

4.       LIMITATIONS ON USE OF SOFTWARE

         4.1      The Software is Confidential Information of Motorola or its
                  licensors. Customer agrees to keep confidential, in accordance
                  with the terms of the Agreement, and not use, provide or
                  otherwise make available in any form any Software or its
                  contents, or any portion thereof, to any third party.

         4.2      Customer shall not translate, modify, merge, adapt,
                  de-compile, disassemble, or reverse engineer the Software or
                  any portion thereof.

         4.3      Customer shall notify Motorola in the event that it has
                  purchased Network Elements from a third party. Motorola shall
                  have the right to audit Customer's System Configuration at any
                  time for the purpose of calculating any additional License
                  Fees which may be due pursuant to Section 3.3. Notwithstanding
                  any Software warranty or other performance requirements
                  included in the Agreement, Motorola shall have no
                  responsibility for the operation of Software on components
                  that have not been originally packaged together by Motorola.

         4.4      Subsequent transfers or sale of Network Elements by Customer
                  may require the transferee or purchaser to obtain a Software
                  license from Motorola, as well as payment of applicable
                  license fees, prior to the use of Software by the transferee
                  or purchaser. Customer shall notify Motorola upon such
                  transfer or sale in order to permit Motorola to grant a
                  Software license to the transferee or purchaser, if
                  appropriate.

5.       RIGHT TO COPY, PROTECTION AND SECURITY

         5.1      Software provided hereunder may be copied (for back-up
                  purposes only) in whole or in part, in machine-readable form
                  for Customer's internal use only, provided, however, that no
                  more than two (2) printed copies and two (2) machine-readable
                  copies will be in existence at any one time without the prior
                  written consent of Motorola, other than copies resident in the
                  System Configuration.

         5.2      With reference to any copyright notice of Motorola associated
                  with Software, Customer agrees to include the same on all
                  copies it makes in whole or in part. Motorola's copyright
                  notice may appear in any of several forms, including
                  machine-readable form. Use of a copyright notice on the
                  Software does not imply that such has been published or
                  otherwise made generally available to the public.

         5.4      SOFTWARE AND ANY COPY OF SOFTWARE IS THE SOLE AND EXCLUSIVE
                  PROPERTY OF MOTOROLA OR ITS LICENSORS AND NO TITLE OR
                  OWNERSHIP RIGHTS TO THE SOFTWARE OR ANY OF ITS PARTS IS
                  TRANSFERRED TO CUSTOMER.

         5.5      Customer acknowledges that it is the responsibility of
                  Customer to take all reasonable measures to safeguard Software
                  and to prevent its unauthorized use or duplication. In the
                  event that Customer discovers the unauthorized use or
                  duplication of Software, Customer shall notify Motorola in
                  writing and provide reasonable assistance in securing such
                  unauthorized Software.

6.       REMEDIES

         Customer acknowledges that violation of the terms of this Exhibit or
         the Agreement shall cause Motorola irreparable harm for which monetary
         damages may be inadequate, and Customer agrees that Motorola may seek
         temporary or permanent injunctive relief without the need to prove
         actual harm in order to protect Motorola's interests.


                                       3
<Page>

7.       TERMINATION

         7.1      Any license granted hereunder may be terminated by Customer
                  upon one (1) month's prior written notice.

         7.2      Motorola may revoke any license granted hereunder if Customer
                  is in default of any of the terms and conditions of the
                  Agreement or Exhibits, and such revocation shall be effective
                  if Customer fails to correct such default within ten (10) days
                  after written notice thereof by Motorola.

         7.3      Within one (1) month after termination or revocation of any
                  license, Customer shall furnish to Motorola a document
                  certifying, through its best efforts and to the best of its
                  knowledge, the original and all copies in whole or in part of
                  all Software, in any form, including any copy in an updated
                  work, have been returned to Motorola or destroyed.

8.       LICENSEE RIGHTS

         8.1      Nothing contained herein shall be deemed to grant, either
                  directly or by implication, estoppel, or otherwise, any
                  license under any patents or patent applications of Motorola
                  or Motorola's licensors, except where a license may arise by
                  operation of law, and only to the extent that such license is
                  necessary to operate the System.

         8.2      During the term of the license granted pursuant to Section 2
                  herein and for a period of one year after expiration or
                  termination, Motorola, its licensor(s), or their
                  representatives may, upon prior notice to Customer: (i)
                  inspect the files, computer processors, equipment, facilities
                  and premises of Customer during normal working hours to verify
                  Customer's compliance with this Agreement; and (ii) while
                  conducting the inspection, copy or retain any item that
                  Customer may possess in violation of the license or the
                  Agreement.

         8.3      Customer acknowledges that the provisions of this Exhibit are
                  intended to inure to the benefit of Motorola and its
                  licensors. Customer acknowledges that Motorola or its
                  licensors have the right to enforce these provisions against
                  Customer, whether in Motorola's or its licensor's name.

         8.4      Third party computer programs not licensable under the terms
                  of this Agreement, such as third party computer programs
                  provided under the Free Software Foundation's General Public
                  License, are only licensed to the extent allowed by the
                  original licensor.

                  Pursuant to Customer's request, with respect to computer
                  programs provided under the Free Software Foundation's General
                  Public License ("Freeware Programs") (i) such freeware
                  programs shall be identified by Motorola using commercially
                  reasonable best efforts and to the best of Motorola's
                  knowledge and (ii) for a period of three years after receipt
                  of such freeware programs, a free copy of the source code of
                  the freeware programs in machine-readable form shall be
                  provided by Motorola (although distribution fees may be
                  applicable).

9.       ENTIRE UNDERSTANDING

         Notwithstanding anything to the contrary in other agreements, purchase
         orders or order acknowledgments, the Agreement and this Exhibit F set
         forth the entire understanding and obligations regarding use of
         Software, implied or expressed.


                                       4
<Page>

                                   EXHIBIT "G"
             TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                                     TRICOM

                                    TRAINING

For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"G" and to the other Exhibits to that Agreement. All definitions set forth in
this Agreement shall apply hereto. Payment of the fee set forth in the then
current iDEN Training Catalog shall evidence incorporation of this Exhibit "G"
into the Agreement.

Technical Training is intended for System Operators, Maintenance personnel,
Supervisor and Management personnel responsible for operation of an iDEN System
who possess the necessary prerequisite knowledge, including but not necessarily
limited to knowledge of telephony, digital communications and networking, logic
circuitry, Pulse Code Modulation theory, and RF Technology.

1.0      GENERAL

         1.1      The series of sub-component courses presented in the iDEN
                  Training Catalog are primarily intended for delivery at the
                  iDEN Technical Training Center in Schaumburg, IL, using
                  dedicated training equipment and training facilities. Some
                  level 1 courses can be delivered at the Customer premises.

         1.2      The training pricing shown in the iDEN Training Catalog
                  includes all instructional services and student course
                  materials for use by Customer's students. No license is
                  granted for further reproduction or distribution of these
                  Motorola developed training materials provided during the
                  class sessions.

         1.3      All training will be conducted in English and all course
                  material will be in English, unless otherwise agreed by both
                  parties

         1.4      For classes conducted at Motorola facilities in Schaumburg,
                  IL, any and all other expenses incurred by Customer's student
                  attendees, including but not limited to travel, meals, lodging
                  and personal entertainment, are the responsibility of Customer
                  or the attendee.

         1.5      For instructional services, consulting, or classes conducted
                  at a Customer-supplied facility, or for any location other
                  than Motorola facilities in Schaumburg, IL, Customer shall be
                  responsible for the payment of all incidental expenses
                  resulting from the training session. This would include but
                  not be limited to facilities costs such as meeting room costs
                  or equipment rental, plus Customer or attendee food, travel,
                  and lodging expenses. Instructor expenses (food, travel and
                  lodging) will be passed through to the Customer at cost.

         1.6      The courses utilized in support of the iDEN System will, in
                  most cases, be divided between periods of lecture and periods
                  of practical "Hands-On" training. Courses conducted at
                  Customer location will utilize customer-supplied product,
                  terminals, test equipment and related paraphernalia for the
                  practical "Hands-On" sessions. Motorola reserves the right to
                  subcontract training to authorized Motorola training
                  departments outside of the Network Solutions Sector (NSS),
                  and/or subcontractors of Motorola.


                                       1
<Page>

2.0      TECHNICAL TRAINING PLAN DESCRIPTION

         2.1      One of the many initiatives of iDEN technical training is to
                  provide training that will help Customer participants perform
                  their jobs more efficiently. To do this, Motorola's technical
                  training representatives interviewed managers, and more
                  importantly, the technicians and engineers who actually do the
                  work to find out what the Customer's needs are to maintain the
                  iDEN infrastructure.

         2.2      The Technical Training Curriculum is divided into 3 levels.

                  A.       Level 1 is for someone new to the MSO environment

                  B.       Level 2 is designed to train individuals how to
                           maintain and troubleshoot the infrastructure.

                  C.       Level 3 will teach the technicians and engineers
                           advanced concepts and troubleshooting techniques.

                  All equipment maintenance courses will be structured to
                  provide servicing information consistent with the service plan
                  established by Motorola. No component level servicing
                  information is included in this training plan for any Fixed or
                  Subscriber equipment within this System.

3.0      SCHEDULING OF TRAINING

         The training curriculum available in the iDEN Training Catalog will be
         accompanied by the schedule for all of the classes held in the Motorola
         Training facility in Schaumburg, IL. Training that can be delivered at
         the Customer location will be scheduled depending on instructor
         availability and the acceptance of the proposed quote. These field
         classes may be subject to change based on resource, equipment, and
         System availability. To ensure a wider range of available training
         dates, scheduling requests should be made at least 120 days in advance
         of the start of the requested delivery date. At the time of Customer's
         request for scheduling, Motorola will confirm the request and will
         inform Customer of changes that may have occurred in course length,
         delivery location, content or source that would materially affect the
         training session.

4.0      DELIVERABLES FOR TECHNICAL TRAINING AND TECHNICAL TRAINING-RELATED
         PRODUCTS

         The Curriculum list in the iDEN Training Catalog shows the course
         titles for each of the expected classes in each of the three training
         levels. The lists of training courses are subject to revision, based on
         changes in Customer's System hardware and software. In addition,
         training course title, content, source and desired location is subject
         to change.

         Course Descriptions for each of these training courses are shown in the
         attached iDEN Training Catalog.

5.0      TECHNICAL TRAINING PREREQUISITES

         Each of the courses or course levels shown in the catalog has one or
         more prerequisites.

         In general, if a course is to be taken without completing the suggested
         prerequisites for that particular course, the prerequisite waiver form
         located in the catalog must be completed and attached to the
         registration form. The filling out of this waiver form indicates that
         the specified individual has the equivalent experience, and/or
         knowledge base, to assimilate the course content without completing the
         suggested prerequisites. It also indicates that the individual is
         registering without having taken the prerequisites but is part of the
         target audience.

6.0      COURSE DESCRIPTIONS

         The course descriptions set forth in Motorola's Training Catalog shall
         be considered a representative sample of the courses available to
         Customer. All material in the catalog is subject to change.


                                       2
<PAGE>

                                   EXHIBIT "H"
                   TO IDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                                     TRICOM

                                  DOCUMENTATION

For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"H" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.

Following is a brief description of the iDEN System manuals. All manuals will be
in English.

1.0      GLOSSARY OF TERMS AND SYSTEM DESCRIPTION

         Consists of a definition of SWITCH acronyms and telephony terms along
         with a description of the various System parts (i.e., SWITCH, Base
         Site) and how they tie together.

2.0      SWITCH TECHNICAL DESCRIPTION

         This document includes the SWITCH Theory of Operation, hardware (block
         diagrams) description, and software (data flow diagrams) description.

3.0      SWITCH OPERATOR'S MANUAL

         Description of how to operate the Switch, including loading procedures,
         commands, operational modes, and alarm descriptions.

4.0      SWITCH FIELD MAINTENANCE

         This manual helps a technician identify and replace boards and modules
         which are non-functional. The manual is basically divided into two
         sections: troubleshooting and board replacement. Troubleshooting is an
         alphabetical listing of error messages followed by a suggested
         procedure. If the procedure involves replacing a defective board, the
         crafts person will be routed to a specific cage and slot number in the
         board replacement section.

5.0      BASE SITE CONTROLLER

         This manual consists of Base Site Controller information. Configuration
         information, theory of operation, operating procedures, and maintenance
         information are described.

6.0      BASE STATION EQUIPMENT

         This Base Station manual includes configuration information, block
         diagrams of product hardware, theory of operation, and routine
         maintenance.

         Motorola will provide the above-mentioned volumes as part of the
         Agreement. Quantities include one copy of each of the manuals described
         in paragraphs 1 through 6, and two copies of all other manuals.
         Additional copy pricing will be quoted separately.

         Motorola reserves the right to change Documentation without notifying
         Customer beforehand. Motorola periodically will supply relevant changes
         to standard Documentation to Customer.

         Motorola Documentation is copyrighted by Motorola, Inc. No reproduction
         rights for these Motorola developed manuals will be granted.


<Page>

                                   EXHIBIT "I"
                   TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                           TRICOM LATINOAMERICA, S.A.

                          ADDITIONAL OPERATING ENTITIES

For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to that Purchase Agreement to which this document is Exhibit "I" and
to the other Exhibits to that Agreement. All definitions set forth in the
Agreement shall apply hereto, unless otherwise specified herein.

1.0      PURPOSE

The purpose of this Exhibit "I" is to set forth the wording of the document to
be executed, from time to time, by the Motorola, Customer and the corresponding
Additional Operating Entity, whereby Customer assigns to the corresponding
Additional Operating Entity certain rights, and obligations of the Customer for
a particular country of the Area.

2.0      THE AGREEMENT

This agreement (the "AOE Agreement") between (i) Motorola, Inc., a Delaware
corporation, by and through its Network Solutions Sector, Customer Solutions
Group with offices at 1301 East Algonquin Road, Schaumburg, Illinois 60196
("Motorola", which term shall also mean, where the context requires, Motorola
subsidiaries or subcontractors involved in providing services or materials for
this Agreement), (ii) Tricom Latinoamerica, S. A., a Cayman Islands corporation,
with offices at Campbell Corporate Services Limited, The Bank of Nova Scotia
Building, P.O. Box 268, George Town, Grand Cayman ("Customer" or "Tricom"), and
(iii) [AOE's name], a [AOE's country of incorporation] company, with offices at
[AOE's domicile] ("AOE").

RECITALS:

Motorola and Customer entered into the iDEN(R) Infrastructure Supply Agreement
("Agreement" or "Supply Agreement") on ___ July, 2000, which purpose is for
Customer to purchase and for Motorola to sell, and where required by the
Customer, for Motorola to install and integrate iDEN Systems, as set forth in
the Agreement and in the Exhibits thereto.

Customer desires to develop an iDEN(R) System in the Area, which will be
developed either directly or through the AOE in each of the countries in the
Area, as provided in Section 2.8 of the Agreement.

AOE has obtained certain rights to use certain electromagnetic radio frequencies
licensed by the Spectrum Regulatory Agency and employs or intends to employ such
frequencies to operate iDEN Systems in [the country] (the "Country").

AGREEMENT:

Now therefore, in consideration of the mutual obligations herein contained, the
parties agree as follows:

1.0      DEFINITIONS

         All definitions set forth in the Agreement shall apply hereto, unless
         otherwise specified herein.

2.0      THE ASSIGNMENT

         By virtue of this AOE Agreement, Customer assigns to include the AOE
         and the AOE accepts the assignment of Customer's rights and obligations
         derived from the Agreement with respect to the Country. Customer
         understands and agrees that notwithstanding the assignment of such
         rights and obligations to AOE, including payment for Equipment and/or
         Services, Customer remains liable for performance of those obligations
         under the Agreement. AOE understands and agrees that the terms and
         conditions of the Agreement will govern its relationship with Motorola
         and that the AOE agrees to all the terms and conditions of the
         Agreement applicable to Customer. Motorola agrees to the assignment of
         the Agreement by Customer to AOE, and Motorola remains liable for the
         performance of its obligations under the Agreement.


                                    Page 1
<Page>

3.0      COUNTRY'S INITIAL SYSTEM

         The Country's Initial System is the minimum required System to operate
         as a digital mobile network to provide mobile integrated services in
         the Country utilizing the iDEN technology platform. This Country's
         Initial System is described in Exhibit "A_" of the Agreement, attached
         hereto as Annex "A" and corresponds to what has been defined in the
         Agreement as the Initial System's Firm Quote for the Country.

4.0      REPRESENTATIONS AND WARRANTIES

         A.  Customer and AOE represent and warrant to Motorola that:

         4.1      AOE is a company, subsidiary or partnership in which Customer
                  holds at least 51% interest;
         4.2.     AOE has obtained certain rights to use certain electromagnetic
                  radio frequencies licensed by the Spectrum Regulatory Agency
                  which allows it to operate iDEN Systems in the Country;
         4.3.     AOE has obtained all necessary approvals, consents and
                  authorizations of third parties and governmental authorities
                  to enter into this AOE Agreement and has obtained all
                  necessary approvals, consents and authorizations of third
                  parties and governmental authorities to perform and carry out
                  its obligations hereunder, if any are required;
         4.4.     The persons executing this Agreement on its behalf have
                  express authority to do so, and, in so doing, to bind the
                  party thereto;
         4.5.     The execution, delivery, and performance of this AOE Agreement
                  does not violate any provision of any bylaw, charter,
                  regulation, or any other governing authority of the party,
                  and;
         4.6      The execution, delivery, and performance of this AOE Agreement
                  has been duly authorized by all necessary partnership or
                  corporate action and this AOE Agreement is a valid and binding
                  obligation of Customer and AOE, as the case may be, and
                  enforceable in accordance with its terms.

         B.       Motorola represents and warrants to Customer and AOE that:

         4.7.     Motorola shall extend [Preferred Deployment or Headstart, as
                  the case may be] treatment to this AOE in accordance with the
                  terms of the Agreement.
         4.8.     Motorola shall extend all warranties for Motorola and
                  Non-Motorola manufactured products and services to this AOE in
                  accordance with the terms of the Agreement.
         4.9.     Motorola shall extend to this AOE all applicable terms of the
                  Agreement in accordance with the terms of said Agreement.

5.0      RATIFICATION OF AGREEMENT

         Except as specifically stated in this AOE Agreement, the Agreement is
         in all other respects ratified, confirmed and continues in full force
         and effect.

In witness whereof, the parties have caused this AOE Agreement to be effective
on __________, 200_.



MOTOROLA, INC.                                TRICOM LATINOAMERICA, S.A.



By:                                           By:
        ------------------------------             ----------------------------
         (Signature)                               (Signature)



Name:                                         Name:
        ------------------------------             ----------------------------
        (Print-Block Letters)                      (Print-Block Letters)



Title:     Regional Director - LAC            Title:
        ------------------------------              ----------------------------
         (Print-Block Letters)                      (Print-Block Letters)


[AOE'S NAME]


By:
     --------------------------------
         (Signature)


Name:
       ------------------------------
         (Print-Block Letters)


Title:
        -----------------------------
         (Print-Block Letters)


                                    Page 2
<PAGE>

                                EXHIBIT "J"
               TO THE iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                 BETWEEN
                                MOTOROLA
                                   AND
                        TRICOM LATINOAMERICA, S.A.


         [2 pages. Confidential portion omitted and filed separately
          with the Securities and Exchange Commission purusant to an
          application for confidential treatment pursuant to Rule 24b-2
          under the Securities Exchange Act of 1934, as amended.]


<PAGE>


                                   EXHIBIT "K"
                   TO IDEN (R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                           TRICOM LATINOAMERICA, S.A.

                           SUPPLIER'S BATTERY WARRANTY


                      ABSOLYTE(R) IIP STATIONARY BATTERIES


ONE YEAR GUARANTEE

GNB guarantees to the original user that all GNB ABSOLYTE IIP stationary
batteries will be free from defects in material or workmanship for 18 months
after date of shipment or one year after date of installation, whichever is
less. User shall promptly report any alleged defects to GNB, and permit
examination by its service personnel. If GNB finds the batteries to be defective
as a result of material or workmanship, GNB may either repair the batteries or
provide a replacement, F.O.B ITS FACTORY without charge except transportation
charges.


TWENTY YEAR WARRANTY

GNB also warrants to the original user that GNB ABSOLYTE IIP stationary
batteries used within the United States and Canada in float service will furnish
at least 80% of their rated capacity for 20 years after date of shipment,
provided that the following conditions are satisfied (See Section 100-32 for
photovoltaic warranty):

      1.    The batteries are handled, stored and installed in accordance with
            GNB'S published instructions furnished with the batteries, and

      2.    The batteries are operated in conjunction with a full float, voltage
            regulated charger and otherwise used and maintained in accordance
            with GNB's published instructions furnished with the batteries, and

      3.    The average yearly ambient temperature in the area of use in any
            year is established not to exceed 80(degree)F, (27(degree)C). User
            shall maintain complete records on site regarding the temperature
            and conditions of use and the maintenance performed, and shall
            permit examination of these records by GNB. User shall also promptly
            report any alleged defects to GNB, and permit examination of the
            batteries by its service personnel.

If GNB finds that the batteries have not satisfied its pro rata warranty, GNB
agrees to repair or replace the batteries, F.O.B. ITS FACTORY ON A PRO RATA
BASIS with the user allowed a credit based upon its original purchase price and
the portion of the warranty term remaining to be applied towards the purchase of
a replacement battery. In no event shall user return batteries to GNB's factory
without GNB'S prior authorization.


LIMITATIONS ON ONE YEAR GUARANTEE AND TWENTY YEAR WARRANTY

The above one year guarantee and twenty year warranty are the only warranties
and remedies provided by GNB to user. GNB disclaims all implied warranties of
merchantability and fitness. In no event shall GNB be liable for consequential
or incidental losses or damages under any theory of liability, except to the
extent that this limitation is found to be unenforceable under applicable state
law. Some states do not allow the exclusion or limitation of incidental or
consequential damages, so this exclusion may not apply to you. This warranty
gives you specific legal rights, and you may also have other rights which vary
from state to state.

            GNB Technologies                        GNB Technologies
            Industrial Battery Company              GNB Batteries (Canada) Inc.
            829 Parkview Boulevard                  4500 Dixie Road, Unit 9-B
            Lombard, IL 60149-3249                  Mississauga, Ontario L4W 1V7


<Page>

                                   EXHIBIT "L"
                   TO iDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
                                     BETWEEN
                                    MOTOROLA
                                       AND
                            TRICOM LATINOAMERICA, S.A.

<Page>

                           REQUEST FOR QUOTATION (RFQ)

                                  QUESTIONNAIRE

                            INT'L iDEN INFRASTRUCTURE
                                   NEW SYSTEM


 ................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:

1.       A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2.       AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3.       GOVERNMENT SCREENING FORM
4.       Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)

THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-iDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.

 ................................................................................

                  Customer Name:     TRICOM, S. A.
                                     -------------

                  Customer Address:  AVENIDA LOPE DE VEGA #95
                                     ----------------------------
                                     APARTADO POSTAL 30373
                                     ---------------------
                                     SANTO DOMINGO, REPUBLICA DOMINICANA
                                     -----------------------------------

                  Proposal Number:  _______________________________________

                  Submitted by:     __

                  Approved by:      _

Requested Due Date for Quotation?    ___

Anticipated Date of Contract Award?  __________

(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)


                                 Page 1 of 10
<Page>

PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED.   (See definitions below).

Budgetary                  or  Firm Proposal        XXXX
         ---------                           ---------------

A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.

Please check other documentation required for the Budgetary Quote:

Generic Executive Summary    xx
                           ------------

Generic Implementation Schedule   xx
                                ----------

Generic Statement of Work    xx
                          ------------

Generic Responsibility Matrix   xx
                              ------------

Standard iDEN Purchase Agreement with Exhibits     xx
                                               -----------

ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.

A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.

ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.

Hard Copy of the Proposal or Budgetary Required?     YES     (yes/no) If No,
                                                 ------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:

         Name:                      Virgilio Cadena
         Title:                     Vicepresidente de Operaciones Tricom
         Address:                   Avenida Lope de Vega #95
                                    Santo Domingo, Republica Dominicana
         Phone:                     (809)  476-4042


                                 Page 2 of 10
<Page>

Total number of Proposal/Budgetary Copies Required for Customer:      3
                                                                 --------------

Two (2) copies will be given to Sales Team. Are additional copies required?
  YES
-------

         If Yes, how many additional copies? ______.

         To whom and to what address are they to be sent?

            Luis Quijano and Valerie Bennett ( Project PM )
         -------------------------------------------------------

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

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



In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.

DISCLAIMER

The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.


                                 Page 3 of 10
<Page>



DESCRIBE YOUR iDEN SYSTEM REQUEST

Describe the New iDEN System you are requesting:

MSO Design Capacity     -              subscribers
                    ------------------

                          Phase 1         Phase 2           Phase 3
RF Design Capacity         9,382           14,073            20,265
                           -----           ------            ------
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).

TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED IN COSTA RICA . INTERCONNECT INTERLEAVE
WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30% DISPATCH AND 70%
MULTISERVICE. THERE WILL BE 59 EBTS'S SITES WITH 287 BR'S., DIVIDED IN THREE (3)
PHASES. THE COSTA RICA EBTS'S INFRASTRUCTURE WILL BE LINKED UP TO THE PANAMA
HOST MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE ON TRAFFIC
GROWTH IN THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION IN THESE MSO
FOR ADDITIONAL OF COSTA RICA INFRASTRUCTURE. THE PROPOSAL MUST BE ITEMIZED
PRICING FOR EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR YEAR
BASIS, ETC). TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS AND
SPARES FOR E-BTS (2).



Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)

detailed in section 1.2.
---------------------------

State which system features should be quoted as options (e.g. VMS).

PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly


                                 Page 4 of 10
<Page>

1.       SITE INFORMATION

1.1      MSO LOCATION:
         Please provide the expected MSO location below:

         Expected MSO Name: N/A

         City Name; Guatemala
1.2      EBTS SITE INFORMATION
         Please provide the types of EBTS configuration and their total number
         of sites that are planned to be deployed in the table below. Double
         click Table below and then modify.

         AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
         o Omni 1 through 18 (Cavity sites 1 through 20)
         o 3SECTOR - __Through
         o SRRC Omni - through 16
         o SRRC 3Sector - 3 through 22
         o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
         o Outdoor SRSC Omni 1 through 3
                               ---------
         AVAILABLE OPTIONS:
         o LR - Left or Right Side Panel
         o FR - Front and Rear Door
         o TB - Top and Base Cover
         o TTAI - Tower Top Amp Interface
         o TTA - Tower Top Amp
         o UP - Utility Pedestal and parts (Outdoor SRSC only)


                                 Page 5 of 10
<Page>

<Table>
<Caption>

                                            EBTS Configuration Table

         --------------------------------------------------------------------------------------------------------------------------
                              # OF                                                   70w/   HYB/            75/120      OPTIONS
                              SITES         SITE TYPE         # OF BRS     FREQ.     40w     CAV    E1/T1    Ohms
         <S>                <C>         <C>                     <C>       <C>         <C>    <C>     <C>      <C>      <C>
         --------------------------------------------------------------------------------------------------------------------------
         SAMPLE                 3       SRRC SECTOR 3-2-2        21       800MHZ      70     HYB     E1       120      TTAI, TTA
         --------------------------------------------------------------------------------------------------------------------------

         --------------------------------------------------------------------------------------------------------------------------
         PHASE 1                5            OMNI 3              15       800MHZ      70     HYB     E1       120          NO
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 1                2            OMNI 4              8        800MHZ      70     HYB     E1       120          NO
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 1                2            OMNI 6              12       800MHZ      70     HYB     E1       120          NO
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 1                8            OMNI 7              56       800MHZ      70     HYB     E1       120          NO
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 1                3         SECTOR -3-3-4          30       800MHZ      70     HYB     E1       120          NO
                            -------------------------------------------------------------------------------------------------------
         Total Ph 1            20                               121
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 2                        STAND ALONE BR'S         41
         --------------------------------------------------------------------------------------------------------------------------
         PHASE 2               39            OMNI 2              78       800MHZ      70     HYB     E1       120          NO
         --------------------------------------------------------------------------------------------------------------------------
         Total Ph 2            39                               119
         --------------------------------------------------------------------------------------------------------------------------
         PHASE 3                        STAND ALONE BR'S         47
         --------------------------------------------------------------------------------------------------------------------------
         Total Ph 3             0                                47
         --------------------------------------------------------------------------------------------------------------------------
</Table>


                                 Page 6 of 10
<Page>

2.       CALL PROFILE:

2.1      PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT

         Please provide the following call model information.

         Double click Table below and then modify BLUE BOLD only. If call
         profile is different by phases, please copy the table below and
         generate call profile separately.

<Table>
<Caption>
<S><C>
         -----------------------------------------------------------------------------------------------------------
                         UNIT TYPE                    Int.        Disp.        Multi. Units           Total
                                                                           ---------------------      Number
                                                   Only Units  Only Units     Int.     Disp.            of
         ---------------------------------------------------------------------------------------    Subscriber
                         Interleave                    3:1         6:1        3:1       6:1           Units
         ---------------------------------------------------------------------------------------        by
                          Calls/hr                    0.18        1.80        0.60      1.80          Phase
                         Hold Time                     120        20.0         84        20
                        Illum. Cells                    1           2          1         2
                        Erlangs/Unit                 0.0060      0.0120      0.0140    0.0120
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 1          0         2,815           6,567               9,382
         -----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 2          0         4,222           9,851               14,073
         -----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 3          0         6,080           14,186              20,265
         -----------------------------------------------------------------------------------------------------------
</Table>

         Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice

2.2      PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
         Please provide the following expected number of subscribers below.

         Double click Table below and then modify BLUE BOLD only.
<Table>
<Caption>

         ---------------------------------------------------------------------------------------------------------
                                           Default Value         Phase 1          Phase 2           Phase 3
        <S>                            <C>                     <C>              <C>                 <C>

         ---------------------------------------------------------------------------------------------------------
         VMS Users                     100 % of Int. Units     10000 USERS      15000 USERS         0 USERS
         ---------------------------------------------------------------------------------------------------------
         SMS Users                     5 % of Int. Units       2000 USERS       4000 USERS          0 USERS
         ---------------------------------------------------------------------------------------------------------
         IWF Users                     5 % of Int. Units       2000 USERS       4000 USERS          0 USERS
         ---------------------------------------------------------------------------------------------------------
         Packet Data Users             5 % of Disp. Units      1000 USERS       2000 USERS          0 USERS
         ---------------------------------------------------------------------------------------------------------
</Table>

      Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
      Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)


3        PLANNED MSO PARAMETERS


3.1      MSC PARAMETERS

<Table>
<S><C>

         o  Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES              )
         o  Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7        )
         o  Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3                )
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120 (OMEGA) E1).....(120(OMEGA) E1    )
         o  External HLR Required (Yes, No, Default = No)............................................(NO               )


                                 Page 7 of 10
<Page>

3.2      VMS PARAMETERS

         o  Average Voice Message per day per subscriber (Default = 2)...............................(2                )
         o  Average Message Length per Message (Default = 30 Sec)....................................(30 SEC           )
         o  Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC            )
         o  Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
         o  Busy Hour Call Rate (Default = 10 %).....................................................(10%              )
         o  GOS (Default = 5 %)......................................................................(5%               )

3.3      SMS PARAMETERS
         o  Short Message per day per subscriber (Default = 0.6).....................................(.6               )
         o  Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8                )
         o  VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70%              )
         o  SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30%              )
              Note: Sum of VMS and SMS Penetration Rates must be 100 %.

3.4      IWF PARAMETERS
         o  Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1              )
         o  Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC          )
         o  GOS (1, 2, etc. Default = 5 %)...........................................................(5%               )

3.5      PACKET DATA
         o  Number of subscribers  (15K,  64K, etc  Default =15K)....................................(64 K)

4        EXPECTED MSO ROOM REQUIREMENTS

4.1      MSO ROOM: CUSTOMER'S RESPONSIBILITY
         o  Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M            )
         o  Cable Tray or Floor Tile.................................................................(MOTOROLA         )
         o  HVAC.....................................................................................(MOTOROLA         )

4.2      AC POWER: CUSTOMER'S RESPONSIBILITY
         o  Inputs to Rectifiers  Chose one:
            o  Voltage (380/415 VAC, 50/60 Hz).......................................................(                 )
            o  Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
            o  Voltage (480 VAC, 50/60 Hz)...........................................................(                 )
            o  Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ            )

         o  Inputs to Monitors:
            o  Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC          )
            o  Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE     )
            o  Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ            )


                                 Page 8 of 10
<Page>

4.3      DC POWER:

         o  DC Power Plant (- 48 VDC System) and Rectifiers:
            o  Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA         )
            o  N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES              )
            o  Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
         o  DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES              )
         o  DC Generator, if required................................................................(CUSTOMER SUPPLIED)

5        EBTS INFORMATION

5.1      FREQUENCY AVAILABLE
         o  Frequency Range  Chose one:
            o  Base RX (806 - 821 MHz, 896-901 MHz)..................................................(806 - 821 MHZ    )
            o  Base TX (851-866 MHz, 935-940 MHz)....................................................(851 - 866 MHZ    )

5.2      EBTS EQUIPMENT

         o  EBTS Power (Standard, None, Specific)....................................................(STANDARD         )
         o  EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
         o  EBTS Spares (Standard, None, Specific)...................................................(STANDARD         )

6        STANDARD EBTS SITE REQUIREMENTS

6.1      SPAN LINES FROM EBTSS TO MSO: CUSTOMER'S RESPONSIBILITY
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120 (OMEGA) E1).....(120(OMEGA) E1    )

7        TEST EQUIPMENT

7.1      MSO TEST EQUIPMENT
         o  How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1                )

7.2      EBTS TEST EQUIPMENT
         o  How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2                )
</Table>


                                Page 9 of 10
<Page>

8        Additional Information

         Please provide any additional comments concerning the system
         requirements or the quotation format below:

         The grade of service GOS that should be used is 2% blocking for
         interconnect and 5% for dispatch.

9        ATTACHMENTS:

9.1      PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED

         This specification is mandatory if the system is to be designed for
         both Interconnect and Dispatch. Disregard if your entire system is for
         Dispatch Only.

         In order to process a quotation for an MSC, Nortel will require an
         English version of the local PSTN Signaling document/specifications.
         Upon receipt of this document the quote can be officially started.
         English version should include references to international standards.
         For example: ISUP (ITU-T Blue Book).

9.2      SYSTEM BLOCK DIAGRAM - PREFERRED
         ATTACH

9.3      NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
         SIGNATURE. FAX TO 847-576-5801.
         ATTACH

9.4      EXPORT CONTROL SCREENING
         ATTACH

9.5      GOVERNMENT SCREENING FORM
         ATTACH

9.6      Q-GATE 17
         ATTACH

9.7      SALES STRATEGY FORM (IF APPLICABLE)
         ATTACH


                                Page 10 of 10

<Page>

                           REQUEST FOR QUOTATION (RFQ)

                                  QUESTIONNAIRE

                            INT'L iDEN INFRASTRUCTURE
                                   NEW SYSTEM


 ................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:

1.       A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2.       AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3.       GOVERNMENT SCREENING FORM
4.       Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)

THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-IDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.
 ................................................................................

                  Customer Name:     TRICOM, S. A.
                                     -------------

                  Customer Address:  AVENIDA LOPE DE VEGA #95
                                     ----------------------------
                                     APARTADO POSTAL 30373
                                     ---------------------
                                     SANTO DOMINGO, REPUBLICA DOMINICANA
                                     -----------------------------------

                  Proposal Number:  _______________________________________

                  Submitted by:     __

                  Approved by:      _

Requested Due Date for Quotation?    ___

Anticipated Date of Contract Award?  __________

(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)


                                 Page 1 of 10
<Page>

PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED.   (See definitions below).

Budgetary                  or  Firm Proposal        XXXX
         ---------                           ---------------

A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.

Please check other documentation required for the Budgetary Quote:

Generic Executive Summary    xx
                           ------------

Generic Implementation Schedule   xx
                                ----------

Generic Statement of Work    xx
                          ------------

Generic Responsibility Matrix   xx
                              ------------

Standard iDEN Purchase Agreement with Exhibits     xx
                                               -----------

ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.

A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.

ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.

Hard Copy of the Proposal or Budgetary Required?     YES     (yes/no) If No,
                                                 ------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:

         Name:                      Virgilio Cadena
         Title:                     Vicepresidente de Operaciones Tricom
         Address:                   Avenida Lope de Vega #95
                                    Santo Domingo, Republica Dominicana
         Phone:                     (809)  476-4042


                                 Page 2 of 10
<Page>

Total number of Proposal/Budgetary Copies Required for Customer:      3
                                                                 --------------

Two (2) copies will be given to Sales Team. Are additional copies required?
  YES
-------

         If Yes, how many additional copies? ______.

         To whom and to what address are they to be sent?

            Luis Quijano and Valerie Bennett ( Project PM )
         -------------------------------------------------------

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

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



In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.

DISCLAIMER

The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.


                                 Page 3 of 10
<Page>

DESCRIBE YOUR iDEN SYSTEM REQUEST

Describe the New iDEN System you are requesting:

MSO Design Capacity     -              subscribers
                      ---------------

                          Phase 1         Phase 2           Phase 3
RF Design Capacity         10,136          15,204            21,894
                           ------          ------            ------
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).

TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED IN EL SALVADOR . INTERCONNECT
INTERLEAVE WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30% DISPATCH AND
70% MULTISERVICE. THERE WILL BE 38 EBTS'S SITES WITH 249 BR'S., DIVIDED IN THREE
(3) PHASES. THE EL SALVADOR EBTS'S INFRASTRUCTURE WILL BE LINKED UP TO THE
PANAMA HOST MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE ON
TRAFFIC GROWTH IN THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION IN
THESE MSO FOR ADDITIONAL OF GUATEMALA INFRASTRUCTURE. THE PROPOSAL MUST BE
ITEMIZED PRICING FOR EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR
YEAR BASIS, ETC). TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS
AND SPARES FOR E-BTS (2).



Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)

detailed in section 1.2.
---------------------------

State which system features should be quoted as options (e.g. VMS).

PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly


                                 Page 4 of 10
<Page>

1.       SITE INFORMATION

1.1      MSO LOCATION:
         Please provide the expected MSO location below:

         Expected MSO Name: N/A

         City Name; Guatemala
1.2      EBTS SITE INFORMATION
         Please provide the types of EBTS configuration and their total number
         of sites that are planned to be deployed in the table below. Double
         click Table below and then modify.

         AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
         o Omni 1 through 18 (Cavity sites 1 through 20)
         o 3SECTOR - __Through
         o SRRC Omni - through 16
         o SRRC 3Sector - 3 through 22
         o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
         o Outdoor SRSC Omni 1 through 3
                               ---------

         AVAILABLE OPTIONS:
         o LR - Left or Right Side Panel
         o FR - Front and Rear Door
         o TB - Top and Base Cover
         o TTAI - Tower Top Amp Interface
         o TTA - Tower Top Amp
         o UP - Utility Pedestal and parts (Outdoor SRSC only)


                                 Page 5 of 10
<Page>

<Table>
<Caption>
<S><C>
                                            EBTS Configuration Table
         ---------------------------------------------------------------------------------------------------------------------------
                              # OF                                                   70W/   HYB/            75/120        OPTIONS
                              SITES         SITE TYPE         # OF BRS     FREQ.     40W     CAV    E1/T1    OHMS
         ---------------------------------------------------------------------------------------------------------------------------
         SAMPLE                 3       SRRC Sector 3-2-2        21       800Mhz      70     Hyb     E1       120        TTAI, TTA
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 1                5         SECTOR 5-5-7*          85       800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 1                1         SECTOR 5-5-3           13       800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 1                1         SECTOR 3-3-3           9        800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

                                1            OMNI 5              5        800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

                                5            OMNI 4              20       800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------
         Total Ph 1            13                               132
         ---------------------------------------------------------------------------------------------------------------------------
         * JUST 1 EBTS SITE WITH TTA
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                        STAND ALONE BR'S         26
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                5            OMNI 2              10       800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                9            OMNI 3              27       800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                1            OMNI 4              4        800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------
         Total Ph 2            15                                67
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 3                        STAND ALONE BR'S         50
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
         Total Ph 3             0                                50
         ---------------------------------------------------------------------------------------------------------------------------

</Table>


                                 Page 6 of 10
<Page>

2.       CALL PROFILE:

2.1      PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT

         Please provide the following call model information.

         Double click Table below and then modify BLUE BOLD only. If call
         profile is different by phases, please copy the table below and
         generate call profile separately.
<Table>
<Caption>
<S><C>
         -----------------------------------------------------------------------------------------------------------
                         UNIT TYPE                    Int.        Disp.        Multi. Units           Total
                                                                             ----------------         Number
                                                   Only Units  Only Units     Int.     Disp.            of
         ------------------------------------------------------------------------------------       Subscriber
                        Interleave                     3:1         6:1        3:1       6:1           Units
         ------------------------------------------------------------------------------------           by
                         Calls/hr                     0.18        1.80        0.60      1.80          Phase
                        Hold Time                      120        20.0         84        20
                       Illum. Cells                     1           2          1         2
                       Erlangs/Unit                  0.0060      0.0120      0.0140    0.0120
         -----------------------------------------------------------------------------------------------------------
         Numer of Subcriber Units: Phase 1              0         3,041           7,095               10,136
         -----------------------------------------------------------------------------------------------------------
         Numer of Subcriber Units: Phase 2              0         4,561           10,643              15,204
         -----------------------------------------------------------------------------------------------------------
         Numer of Subcriber Units: Phase 3              0         6,568           15,326              21,894
         -----------------------------------------------------------------------------------------------------------
</Table>

         Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice

2.2      PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
         Please provide the following expected number of subscribers below.

         Double click Table below and then modify BLUE BOLD only.

<Table>
<Caption>

         ------------------------------------------------------------------------------------------------------------
                                            Default Value         Phase 1          Phase 2            Phase 3
         <S>                            <C>                     <C>              <C>                  <C>

         ------------------------------------------------------------------------------------------------------------
         VMS Users                       100 % of Int. Units    10000 USERS      25000 USERS          0 USERS
         ------------------------------------------------------------------------------------------------------------
         SMS Users                        5 % of Int. Units     2000 USERS       4000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
         IWF Users                        5 % of Int. Units     2000 USERS       4000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
         Packet Data Users               5 % of Disp. Units     1000 USERS       2000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
</Table>

      Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
      Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)

3        PLANNED MSO PARAMETERS

3.1      MSC PARAMETERS

<Table>
<S><C>

         o  Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES              )
         o  Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7        )
         o  Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3                )
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1    )
         o  External HLR Required (Yes, No, Default = No)............................................(NO               )


                                Page 7 of 10
<Page>

3.2      VMS PARAMETERS

         o  Average Voice Message per day per subscriber (Default = 2)...............................(2                )
         o  Average Message Length per Message (Default = 30 Sec)....................................(30 SEC           )
         o  Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC            )
         o  Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
         o  Busy Hour Call Rate (Default = 10 %).....................................................(10%              )
         o  GOS (Default = 5 %)......................................................................(5%               )

3.3      SMS PARAMETERS
         o  Short Message per day per subscriber (Default = 0.6).....................................(.6               )
         o  Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8                )
         o  VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70%              )
         o  SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30%              )
              Note: Sum of VMS and SMS Penetration Rates must be 100 %.

3.4      IWF PARAMETERS
         o  Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1              )
         o  Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC          )
         o  GOS (1, 2, etc. Default = 5 %)...........................................................(5%               )

3.5      PACKET DATA
         o  Number of subscribers  (15K,  64K, etc  Default =15K)....................................(64 K)

4        EXPECTED MSO ROOM REQUIREMENTS

4.1      MSO ROOM: CUSTOMER'S RESPONSIBILITY
         o  Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M            )
         o  Cable Tray or Floor Tile.................................................................(MOTOROLA         )
         o  HVAC.....................................................................................(MOTOROLA         )

4.2      AC POWER: CUSTOMER'S RESPONSIBILITY
         o  Inputs to Rectifiers  Chose one:
            o  Voltage (380/415 VAC, 50/60 Hz).......................................................(                 )
            o  Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
            o  Voltage (480 VAC, 50/60 Hz)...........................................................(                 )
            o  Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ            )

         o  Inputs to Monitors:
            o  Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC          )
            o  Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE     )
            o  Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ            )


                                Page 8 of 10
<Page>

4.3      DC POWER:

         o  DC Power Plant (- 48 VDC System) and Rectifiers:
            o  Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA         )
            o  N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES              )
            o  Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
         o  DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES              )
         o  DC Generator, if required................................................................(CUSTOMER SUPPLIED)

5        EBTS INFORMATION

5.1      FREQUENCY AVAILABLE
         o  Frequency Range  Chose one:
            o  Base RX (806 - 821 MHZ, 896-901 MHZ)..................................................(806 - 821 MHZ    )
            o  Base TX (851-866 MHZ, 935-940 MHZ)....................................................(851 - 866 MHZ    )

5.2      EBTS EQUIPMENT

         o  EBTS Power (Standard, None, Specific)....................................................(STANDARD         )
         o  EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
         o  EBTS Spares (Standard, None, Specific)...................................................(STANDARD         )

6        STANDARD EBTS SITE REQUIREMENTS

6.1      SPAN LINES FROM EBTSS TO MSO: CUSTOMER'S RESPONSIBILITY
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1    )

7        TEST EQUIPMENT

7.1      MSO TEST EQUIPMENT
         o  How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1                )

7.2      EBTS TEST EQUIPMENT
         o  How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2                )

</Table>


                                Page 9 of 10
<Page>

8        ADDITIONAL INFORMATION

         Please provide any additional comments concerning the system
         requirements or the quotation format below:

         THE GRADE OF SERVICE GOS THAT SHOULD BE USED IS 2% BLOCKING FOR
         INTERCONNECT AND 5% FOR DISPATCH.

9        ATTACHMENTS:

9.1      PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED

         This specification is mandatory if the system is to be designed for
         both Interconnect and Dispatch. Disregard if your entire system is for
         Dispatch Only.

         In order to process a quotation for an MSC, Nortel will require an
         English version of the local PSTN Signaling document/specifications.
         Upon receipt of this document the quote can be officially started.
         English version should include references to international standards.
         For example: ISUP (ITU-T Blue Book).

9.2      SYSTEM BLOCK DIAGRAM - PREFERRED
         ATTACH

9.3      NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
         SIGNATURE. FAX TO 847-576-5801.
         ATTACH

9.4      EXPORT CONTROL SCREENING
         ATTACH

9.5      GOVERNMENT SCREENING FORM
         ATTACH

9.6      Q-GATE 17
         ATTACH

9.7      SALES STRATEGY FORM (IF APPLICABLE)
         ATTACH


                               Page 10 of 10
<Page>

                           REQUEST FOR QUOTATION (RFQ)

                                  QUESTIONNAIRE

                            INT'L iDEN INFRASTRUCTURE
                                   NEW SYSTEM


 ................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:

1.       A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2.       AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3.       GOVERNMENT SCREENING FORM
4.       Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)

THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-IDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.
 ................................................................................

                  Customer Name:     TRICOM, S. A.
                                     -------------

                  Customer Address:  AVENIDA LOPE DE VEGA #95
                                     ----------------------------
                                     APARTADO POSTAL 30373
                                     ---------------------
                                     SANTO DOMINGO, REPUBLICA DOMINICANA
                                     -----------------------------------

                  Proposal Number:  _______________________________________

                  Submitted by:     __

                  Approved by:      _

Requested Due Date for Quotation?    ___

Anticipated Date of Contract Award?  __________

(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)


                                 Page 1 of 10
<Page>

PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED.   (See definitions below).

Budgetary                  or  Firm Proposal        XXXX
         ---------                           ---------------

A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.

Please check other documentation required for the Budgetary Quote:

Generic Executive Summary    xx
                           ------------

Generic Implementation Schedule   xx
                                ----------

Generic Statement of Work    xx
                          ------------

Generic Responsibility Matrix   xx
                              ------------

Standard iDEN Purchase Agreement with Exhibits     xx
                                               -----------

ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.

A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.

ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.

Hard Copy of the Proposal or Budgetary Required?     YES     (yes/no) If No,
                                                 ------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:

         Name:                      Virgilio Cadena
         Title:                     Vicepresidente de Operaciones Tricom
         Address:                   Avenida Lope de Vega #95
                                    Santo Domingo, Republica Dominicana
         Phone:                     (809)  476-4042


                                 Page 2 of 10
<Page>

Total number of Proposal/Budgetary Copies Required for Customer:      3
                                                                 --------------

Two (2) copies will be given to Sales Team. Are additional copies required?
  YES
-------

         If Yes, how many additional copies? ______.

         To whom and to what address are they to be sent?

            Luis Quijano and Valerie Bennett ( Project PM )
         -------------------------------------------------------

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

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



In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.

DISCLAIMER

The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.


                                 Page 3 of 10
<Page>

DESCRIBE YOUR iDEN SYSTEM REQUEST

Describe the New iDEN System you are requesting:

MSO Design Capacity      -             subscribers
                    ------------------

                           Phase 1          Phase 2           Phase 3
RF Design Capacity          16,855           25,283            36,408
                            ------           ------            ------
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).

TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED IN GUATEMALA CITY, GUATEMALA .
INTERCONNECT INTERLEAVE WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30%
DISPATCH AND 70% MULTISERVICE. THERE WILL BE 38 EBTS'S SITES WITH 398 BR'S.,
DIVIDED IN THREE (3) PHASES. THE GUATEMALA EBTS'S INFRASTRUCTURE WILL BE LINKED
UP TO THE PANAMA HOST MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE
ON TRAFFIC GROWTH IN THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION
IN THESE MSO FOR ADDITIONAL OF GUATEMALA INFRASTRUCTURE. THE PROPOSAL MUST BE
ITEMIZED PRICING FOR EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR
YEAR BASIS, ETC). TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS
AND SPARES FOR E-BTS (2).



Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)

detailed in section 1.2.
---------------------------

State which system features should be quoted as options (e.g. VMS).

PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly


                                 Page 4 of 10
<Page>

1.       SITE INFORMATION

1.1      MSO LOCATION:
         Please provide the expected MSO location below:

         Expected MSO Name: N/A

         City Name; Guatemala
1.2      EBTS SITE INFORMATION
         Please provide the types of EBTS configuration and their total number
         of sites that are planned to be deployed in the table below.
         Double click Table below and then modify.

         AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
         o Omni 1 through 18 (Cavity sites 1 through 20)
         o 3SECTOR - __Through
         o SRRC Omni - through 16
         o SRRC 3Sector - 3 through 22
         o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
         o Outdoor SRSC Omni 1 through 3
                              ----------
         AVAILABLE OPTIONS:
         o LR - Left or Right Side Panel
         o FR - Front and Rear Door
         o TB - Top and Base Cover
         o TTAI - Tower Top Amp Interface
         o TTA - Tower Top Amp
         o UP - Utility Pedestal and parts (Outdoor SRSC only)


                                 Page 5 of 10
<Page>

<Table>
<Caption>
                                            EBTS Configuration Table
         ---------------------------------------------------------------------------------------------------------------------------
                              # of                                                   70w/   Hyb/            75/120        Options
                              Sites         Site Type         # of BRs     Freq.     40w     Cav    E1/T1    Ohms
         ---------------------------------------------------------------------------------------------------------------------------
         <S>                  <C>      <C>                    <C>         <C>       <C>     <C>     <C>     <C>          <C>
         SAMPLE                 3       SRRC Sector 3-2-2        21       800Mhz      70     Hyb     E1       120        TTAI, TTA
         ---------------------------------------------------------------------------------------------------------------------------

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

         PHASE 1               11         SECTOR 5-5-5          165       800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 1                3         QUASI OMNI 2           6        800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 1                2         QUASI OMNI 3*          6        800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 1                2         QUASI OMNI 4*          8        800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 1                2         QUASI OMNI 5*          10       800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 1                1         QUASI OMNI 11          11       800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 1                1         QUASI OMNI 14          14       800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------
         Total Ph 1            22                               220
         ---------------------------------------------------------------------------------------------------------------------------
         * JUST 1 SITE WITH TTA
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                        STAND ALONE BR'S        36
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                3            OMNI 2*             6        800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                1            OMNI 3              3        800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                3            OMNI 4              12       800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                2           OMNI 6**             12       800MHZ      72     HYB     E3       122           YES
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                1            OMNI 8              8        800MHZ      73     HYB     E4       123           NO
         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                1            OMNI 5              5        800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------

         Total Ph 2            11                                82
         ---------------------------------------------------------------------------------------------------------------------------
         *JUST 2 SITES WITH TTA **JUST 1 SITE WITH TTA
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 3                        STAND ALONE BR'S         73       800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 3                4            OMNI 2*             8        800MHZ      70     HYB     E1       120           YES
         ---------------------------------------------------------------------------------------------------------------------------

         PHASE 3                1            OMNI 15             15       800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
         Total Ph 3             5                                96
         ---------------------------------------------------------------------------------------------------------------------------
         *JUST 2 SITE WITH TTA

</Table>


                                 Page 6 of 10
<Page>

2.       CALL PROFILE:


2.1      PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT

         Please provide the following call model information.

         Double click Table below and then modify BLUE BOLD only.
         If call profile is different by phases, please copy the table below and
         generate call profile separately.

<Table>
<Caption>
<S><C>

         ----------------------------------------------------------------------------------------------------------
                         UNIT TYPE                    Int.       Disp.        Multi. Units            Total
                                                                          ----------------------      Number
                                                   Only Units  Only Units    Int.      Disp.           of
         ---------------------------------------------------------------------------------------   Subscriber
                        Interleave                    3:1         6:1        3:1        6:1           Units
         ---------------------------------------------------------------------------------------       by
                         Calls/hr                     0.18        1.80       0.60      1.80           Phase
                         Hold Time                    120         20.0        84        20
                       Illum. Cells                    1           2          1          2
                       Erlangs/Unit                  0.0060      0.0120     0.0140    0.0120
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 1         0         5,057           11,799              16,855
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 2         0         7,585           17,698              25,283
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 3         0         10,922          25,485              36,408
         ----------------------------------------------------------------------------------------------------------
</Table>

         Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice

2.2      PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
         Please provide the following expected number of subscribers below.

         Double click Table below and then modify Blue Bold only.

<Table>
<Caption>
         ------------------------------------------------------------------------------------------------------------
                                            Default Value         Phase 1          Phase 2            Phase 3
         <S>                            <C>                     <C>              <C>                  <C>
         ------------------------------------------------------------------------------------------------------------
         VMS Users                       100 % of Int. Units    10000 USERS      25000 USERS          0 USERS
         ------------------------------------------------------------------------------------------------------------
         SMS Users                        5 % of Int. Units     2000 USERS       4000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
         IWF Users                        5 % of Int. Units     2000 USERS       4000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
         Packet Data Users               5 % of Disp. Units     1000 USERS       2000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
</Table>

      Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
      Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)


3        PLANNED MSO PARAMETERS

3.1      MSC PARAMETERS

<Table>
<S><C>
         o  Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES              )
         o  Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7        )
         o  Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3                )
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1    )
         o  External HLR Required (Yes, No, Default = No)............................................(NO               )


                                 Page 7 of 10
<Page>

3.2      VMS PARAMETERS
         o  Average Voice Message per day per subscriber (Default = 2)...............................(2                )
         o  Average Message Length per Message (Default = 30 Sec)....................................(30 SEC           )
         o  Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC            )
         o  Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
         o  Busy Hour Call Rate (Default = 10 %).....................................................(10%              )
         o  GOS (Default = 5 %)......................................................................(5%               )

3.3      SMS PARAMETERS
         o  Short Message per day per subscriber (Default = 0.6).....................................(.6               )
         o  Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8                )
         o  VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70%              )
         o  SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30%              )
              Note: Sum of VMS and SMS Penetration Rates must be 100 %.

3.4      IWF PARAMETERS
         o  Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1              )
         o  Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC          )
         o  GOS (1, 2, etc. Default = 5 %)...........................................................(5%               )

3.5      PACKET DATA
         o  Number of subscribers  (15K,  64K, etc  Default =15K)....................................(64 K)

4        EXPECTED MSO ROOM REQUIREMENTS

4.1      MSO ROOM: CUSTOMER'S RESPONSIBILITY
         o  Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M            )
         o  Cable Tray or Floor Tile.................................................................(MOTOROLA         )
         o  HVAC.....................................................................................(MOTOROLA         )

4.2      AC POWER: CUSTOMER'S RESPONSIBILITY
         o  Inputs to Rectifiers  Chose one:
            o  Voltage (380/415 VAC, 50/60 Hz).......................................................(                 )
            o  Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
            o  Voltage (480 VAC, 50/60 Hz)...........................................................(                 )
            o  Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ            )

         o  Inputs to Monitors:
            o  Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC          )
            o  Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE     )
            o  Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ            )


                                 Page 8 of 10
<Page>

4.3      DC POWER:
         o  DC Power Plant (- 48 VDC System) and Rectifiers:
            o  Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA         )
            o  N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES              )
            o  Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
         o  DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES              )
         o  DC Generator, if required................................................................(CUSTOMER SUPPLIED)

5        EBTS INFORMATION

5.1      FREQUENCY AVAILABLE
         o  Frequency Range  Chose one:
            o  Base RX (806 - 821 MHz, 896-901 MHz)..................................................(806 - 821 MHZ    )
            o  Base TX (851-866 MHz, 935-940 MHz)....................................................(851 - 866 MHZ    )

5.2      EBTS EQUIPMENT
         o  EBTS Power (Standard, None, Specific)....................................................(STANDARD         )
         o  EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
         o  EBTS Spares (Standard, None, Specific)...................................................(STANDARD         )

6        STANDARD EBTS SITE REQUIREMENTS

6.1      SPAN LINES FROM EBTSS TO MSO: CUSTOMER'S RESPONSIBILITY
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1    )

7        TEST EQUIPMENT

7.1      MSO TEST EQUIPMENT
         o  How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1                )

7.2      EBTS Test Equipment
         o  How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2                )
</Table>


                                 Page 9 of 10
<Page>

8        ADDITIONAL INFORMATION

         Please provide any additional comments concerning the system
         requirements or the quotation format below:

         THE GRADE OF SERVICE GOS THAT SHOULD BE USED IS 2% BLOCKING FOR
         INTERCONNECT AND 5% FOR DISPATCH.

9        ATTACHMENTS:

9.1      PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED

         This specification is mandatory if the system is to be designed for
         both Interconnect and Dispatch. Disregard if your entire system is for
         Dispatch Only.

         In order to process a quotation for an MSC, Nortel will require an
         English version of the local PSTN Signaling document/specifications.
         Upon receipt of this document the quote can be officially started.
         English version should include references to international standards.
         For example: ISUP (ITU-T Blue Book).

9.2      SYSTEM BLOCK DIAGRAM - PREFERRED
         ATTACH

9.3      NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
         SIGNATURE. FAX TO 847-576-5801.
         ATTACH

9.4      EXPORT CONTROL SCREENING
         ATTACH

9.5      GOVERNMENT SCREENING FORM
         ATTACH

9.6      Q-GATE 17
         ATTACH

9.7      SALES STRATEGY FORM (IF APPLICABLE)
         ATTACH


                                 Page 10 of 10
<Page>

                           REQUEST FOR QUOTATION (RFQ)

                                  QUESTIONNAIRE

                            INT'L iDEN INFRASTRUCTURE
                                   NEW SYSTEM


 ................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:

1.       A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2.       AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3.       GOVERNMENT SCREENING FORM
4.       Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)

THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-iDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.

 ................................................................................

                  Customer Name:     TRICOM, S. A.
                                     -------------

                  Customer Address:  AVENIDA LOPE DE VEGA #95
                                     ----------------------------
                                     APARTADO POSTAL 30373
                                     ---------------------
                                     SANTO DOMINGO, REPUBLICA DOMINICANA
                                     -----------------------------------

                  Proposal Number:  _______________________________________

                  Submitted by:     __

                  Approved by:      _

Requested Due Date for Quotation?    ___

Anticipated Date of Contract Award?  __________

(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)


                                 Page 1 of 10
<Page>

PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED.   (See definitions below).

Budgetary                  or  Firm Proposal        XXXX
         ---------                           ---------------

A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.

Please check other documentation required for the Budgetary Quote:

Generic Executive Summary    xx
                           ------------

Generic Implementation Schedule   xx
                                ----------

Generic Statement of Work    xx
                          ------------

Generic Responsibility Matrix   xx
                              ------------

Standard iDEN Purchase Agreement with Exhibits     xx
                                               -----------

ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.

A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.

ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.

Hard Copy of the Proposal or Budgetary Required?     YES     (yes/no) If No,
                                                 ------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:

         Name:                      Virgilio Cadena
         Title:                     Vicepresidente de Operaciones Tricom
         Address:                   Avenida Lope de Vega #95
                                    Santo Domingo, Republica Dominicana
         Phone:                     (809)  476-4042


                                 Page 2 of 10
<Page>

Total number of Proposal/Budgetary Copies Required for Customer:      3
                                                                 --------------

Two (2) copies will be given to Sales Team. Are additional copies required?
  YES
-------

         If Yes, how many additional copies? ______.

         To whom and to what address are they to be sent?

            Luis Quijano and Valerie Bennett ( Project PM )
         -------------------------------------------------------

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

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



In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.

DISCLAIMER

The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.


                                 Page 3 of 10
<Page>

DESCRIBE YOUR iDEN SYSTEM REQUEST

Describe the New iDEN System you are requesting:

MSO Design Capacity   -                subscribers
                    ------------------

                          Phase 1         Phase 2           Phase 3
RF Design Capacity         3,772           5,658             8,148
                           -----           -----             -----
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).

TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED IN HONDURAS . INTERCONNECT INTERLEAVE
WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30% DISPATCH AND 70%
MULTISERVICE. THERE WILL BE 24 EBTS'S SITES WITH 108 BR'S., DIVIDED IN THREE (3)
PHASES. THE HONDURAS EBTS'S INFRASTRUCTURE WILL BE LINKED UP TO THE PANAMA HOST
MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE ON TRAFFIC GROWTH IN
THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION IN THESE MSO FOR
ADDITIONAL OF HONDURAS INFRASTRUCTURE. THE PROPOSAL MUST BE ITEMIZED PRICING FOR
EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR YEAR BASIS, ETC).
TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS AND SPARES FOR
E-BTS (2).


Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)

detailed in section 1.2.
---------------------------


State which system features should be quoted as options (e.g. VMS).

PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly


                                 Page 4 of 10
<Page>

1.       SITE INFORMATION

1.1      MSO LOCATION:
         Please provide the expected MSO location below:

         Expected MSO Name: N/A

         City Name; Guatemala
1.2      EBTS SITE INFORMATION
         Please provide the types of EBTS configuration and their total number
         of sites that are planned to be deployed in the table below. Double
         click Table below and then modify.

         AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
         o Omni 1 through 18 (Cavity sites 1 through 20)
         o 3SECTOR - __Through
         o SRRC Omni - through 16
         o SRRC 3Sector - 3 through 22
         o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
         o Outdoor SRSC Omni 1 through 3

         AVAILABLE OPTIONS:
         o LR - Left or Right Side Panel
         o FR - Front and Rear Door
         o TB - Top and Base Cover
         o TTAI - Tower Top Amp Interface
         o TTA - Tower Top Amp
         o UP - Utility Pedestal and parts (Outdoor SRSC only)


                                 Page 5 of 10
<Page>

<Table>
<Caption>
                                            EBTS Configuration Table

         --------------------------------------------------------------------------------------------------------------------------
                              # OF                                                  70W/   HYB/             75/120       OPTIONS
                              SITES        SITE TYPE         # OF BRS     FREQ.      40W    CAV    E1/T1     OHMS
         --------------------------------------------------------------------------------------------------------------------------
         <S>                  <C>      <C>                   <C>          <C>       <C>    <C>     <C>      <C>         <C>
         Sample                 3      SRRC Sector 3-2-2        21        800Mhz     70     Hyb     E1       120        TTAI, TTA
         --------------------------------------------------------------------------------------------------------------------------


         PHASE 1                1           OMNI 16             16        800MHZ     70     HYB     E1       120            NO
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 1                1           OMNI 10             10        800MHZ     70     HYB     E1       120
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 1                1            OMNI 4             4         800MHZ     70     HYB     E1       120            NO
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 1                1            OMNI 3             3         800MHZ     70     HYB     E1       120            NO
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 1                1            OMNI 7             7         800MHZ     70     HYB     E1       120            NO
         --------------------------------------------------------------------------------------------------------------------------
         Total Ph 1             5                               40
         --------------------------------------------------------------------------------------------------------------------------

         --------------------------------------------------------------------------------------------------------------------------
         PHASE 2                        STAND ALONE BR'S        9
         --------------------------------------------------------------------------------------------------------------------------
         PHASE 2               18            OMNI 2             36        800MHZ     70     HYB     E1       120            NO
         --------------------------------------------------------------------------------------------------------------------------
         PHASE 2                1            OMNI 6             6         800MHZ     70     HYB     E1       120            NO
         --------------------------------------------------------------------------------------------------------------------------
         Total Ph 2            19                               51
         --------------------------------------------------------------------------------------------------------------------------

         PHASE 3                        STAND ALONE BR'S        17
         --------------------------------------------------------------------------------------------------------------------------

         --------------------------------------------------------------------------------------------------------------------------
         Total Ph 3             0                               17
         --------------------------------------------------------------------------------------------------------------------------

</Table>


                                 Page 6 of 10
<Page>

2.       CALL PROFILE:


2.1      PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT

         Please provide the following call model information.

         Double click Table below and then modify BLUE BOLD only. If call
         profile is different by phases, please copy the table below and
         generate call profile separately.
<Table>
<Caption>
<S><C>
         ----------------------------------------------------------------------------------------------------------
                         UNIT TYPE                    Int.       Disp.        Multi. Units            Total
                                                                            ------------------       Number
                                                   Only Units  Only Units    Int.      Disp.           of
         ---------------------------------------------------------------------------------------   Subscriber
                        Interleave                    3:1         6:1        3:1        6:1           Units
         ---------------------------------------------------------------------------------------       by
                         Calls/hr                     0.18        1.80       0.60      1.80           Phase
                         Hold Time                    120         20.0        84        20
                       Illum. Cells                    1           2          1          2
                       Erlangs/Unit                  0.0060      0.0120     0.0140    0.0120
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 1         0         1,132           2,640               3,772
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 2         0         1,697           3,961               5,658
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 3         0         2,444           5,704               8,148
         ----------------------------------------------------------------------------------------------------------
</Table>

         Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice

2.2      PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
         Please provide the following expected number of subscribers below.

         Double click Table below and then modify BLUE BOLD only.
<Table>
<Caption>

         ------------------------------------------------------------------------------------------------------------
                                            Default Value         Phase 1          Phase 2            Phase 3
         <S>                            <C>                     <C>              <C>                  <C>
         ------------------------------------------------------------------------------------------------------------
         VMS Users                       100 % of Int. Units    5000 Users       10000 Users          0 Users
         ------------------------------------------------------------------------------------------------------------
         SMS Users                        5 % of Int. Units     2000 Users       4000 Users           0 Users
         ------------------------------------------------------------------------------------------------------------
         IWF Users                        5 % of Int. Units     2000 Users       4000 Users           0 Users
         ------------------------------------------------------------------------------------------------------------
         Packet Data Users               5 % of Disp. Units     1000 Users       2000 Users           0 Users
         ------------------------------------------------------------------------------------------------------------
</Table>

      Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
      Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)


3        PLANNED MSO PARAMETERS

3.1      MSC PARAMETERS

<Table>
<S><C>

         o  Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES              )
         o  Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7        )
         o  Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3                )
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1    )
         o  External HLR Required (Yes, No, Default = No)............................................(NO               )


                                 Page 7 of 10
<Page>

3.2      VMS PARAMETERS

         o  Average Voice Message per day per subscriber (Default = 2)...............................(2                )
         o  Average Message Length per Message (Default = 30 Sec)....................................(30 SEC           )
         o  Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC            )
         o  Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
         o  Busy Hour Call Rate (Default = 10 %).....................................................(10%              )
         o  GOS (Default = 5 %)......................................................................(5%               )

3.3      SMS PARAMETERS
         o  Short Message per day per subscriber (Default = 0.6).....................................(.6               )
         o  Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8                )
         o  VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70%              )
         o  SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30%              )
              Note: Sum of VMS and SMS Penetration Rates must be 100 %.

3.4      IWF PARAMETERS
         o  Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1              )
         o  Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC          )
         o  GOS (1, 2, etc. Default = 5 %)...........................................................(5%               )

3.5      PACKET DATA
         o  Number of subscribers  (15K,  64K, etc  Default =15K)....................................(64 K)

4        EXPECTED MSO ROOM REQUIREMENTS

4.1      MSO ROOM: CUSTOMER'S RESPONSIBILITY
         o  Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M            )
         o  Cable Tray or Floor Tile.................................................................(MOTOROLA         )
         o  HVAC.....................................................................................(MOTOROLA         )

4.2      AC POWER: CUSTOMER'S RESPONSIBILITY
         o  Inputs to Rectifiers  Chose one:
            o  Voltage (380/415 VAC, 50/60 Hz).......................................................(                 )
            o  Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
            o  Voltage (480 VAC, 50/60 Hz)...........................................................(                 )
            o  Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ            )

         o  Inputs to Monitors:
            o  Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC          )
            o  Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE     )
            o  Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ            )


                                 Page 8 of 10
<Page>

4.3      DC POWER:

         o  DC Power Plant (- 48 VDC System) and Rectifiers:
            o  Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA         )
            o  N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES              )
            o  Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
         o  DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES              )
         o  DC Generator, if required................................................................(CUSTOMER SUPPLIED)

5        EBTS INFORMATION

5.1      FREQUENCY AVAILABLE
         o  Frequency Range  Chose one:
            o  Base RX (806 - 821 MHz, 896-901 MHz)..................................................(806 - 821 MHZ    )
            o  Base TX (851-866 MHz, 935-940 MHz)....................................................(851 - 866 MHZ    )

5.2      EBTS EQUIPMENT

         o  EBTS Power (Standard, None, Specific)....................................................(STANDARD         )
         o  EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
         o  EBTS Spares (Standard, None, Specific)...................................................(STANDARD         )

6        STANDARD EBTS SITE REQUIREMENTS

6.1      SPAN LINES FROM EBTSS TO MSO: CUSTOMER'S RESPONSIBILITY
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1    )

7        TEST EQUIPMENT

7.1      MSO TEST EQUIPMENT
         o  How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1                )

7.2      EBTS Test Equipment
         o  How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2                )
</Table>


                                Page 9 of 10
<Page>

8        ADDITIONAL INFORMATION

         Please provide any additional comments concerning the system
         requirements or the quotation format below:

         THE GRADE OF SERVICE GOS THAT SHOULD BE USED IS 2% BLOCKING FOR
         INTERCONNECT AND 5% FOR DISPATCH.

9        ATTACHMENTS:

9.1      PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED

         This specification is mandatory if the system is to be designed for
         both Interconnect and Dispatch. Disregard if your entire system is for
         Dispatch Only.

         In order to process a quotation for an MSC, Nortel will require an
         English version of the local PSTN Signaling document/specifications.
         Upon receipt of this document the quote can be officially started.
         English version should include references to international standards.
         For example: ISUP (ITU-T Blue Book).

9.2      SYSTEM BLOCK DIAGRAM - PREFERRED
         ATTACH

9.3      NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
         SIGNATURE. FAX TO 847-576-5801.
         ATTACH

9.4      EXPORT CONTROL SCREENING
         ATTACH

9.5      GOVERNMENT SCREENING FORM
         ATTACH

9.6      Q-GATE 17
         ATTACH

9.7      SALES STRATEGY FORM (IF APPLICABLE)
         ATTACH


                                Page 10 of 10
<Page>

                           REQUEST FOR QUOTATION (RFQ)

                                  QUESTIONNAIRE

                            INT'L iDEN INFRASTRUCTURE
                                   NEW SYSTEM


 ................................................................................
PLEASE NOTE THAT THE FOLLOWING IS REQUIRED BEFORE QUOTATION WORK WILL BEGIN:

1.       A SIGNED NON DISCLOSURE AGREEMENT (NDA)
2.       AN EXPORT CONTROL SCREENING FORM (TABLE OF DENIAL ORDERS)
3.       GOVERNMENT SCREENING FORM
4.       Q-GATE 17 (SALES STRATEGY MAY BE WAIVED)

THE ABOVE MUST BE FILLED OUT, SIGNED, AND FAXED TO MOTOROLA NSS-IDEN BID AND
QUOTE (847-576-5801). THESE FORMS ARE A REQUIREMENT PER MOTOROLA STANDARD
OPERATING PROCEDURES.
 ................................................................................

                  Customer Name:     TRICOM, S. A.
                                     -------------

                  Customer Address:  AVENIDA LOPE DE VEGA #95
                                     ----------------------------
                                     APARTADO POSTAL 30373
                                     ---------------------
                                     SANTO DOMINGO, REPUBLICA DOMINICANA
                                     -----------------------------------

                  Proposal Number:  _______________________________________

                  Submitted by:     __

                  Approved by:      _

Requested Due Date for Quotation?    ___

Anticipated Date of Contract Award?  __________

(MSO/EBTS Forecast will be submitted based upon anticipated contract award
date.)


                                 Page 1 of 10
<Page>

PLEASE CHECK WHICH TYPE OF QUOTATION IS REQUIRED.   (See definitions below).

Budgetary                  or  Firm Proposal        XXXX
         ---------                           ---------------

A BUDGETARY QUOTE WILL NOT be reviewed by the Configuration Engineering Team.
This quote will be based upon generic equipment models and other recently
engineered equipment lists. In addition, the budgetary quote will be comprised
of an Exhibit A ONLY unless other documentation is required.

Please check other documentation required for the Budgetary Quote:

Generic Executive Summary    xx
                           ------------

Generic Implementation Schedule   xx
                                ----------

Generic Statement of Work    xx
                          ------------

Generic Responsibility Matrix   xx
                              ------------

Standard iDEN Purchase Agreement with Exhibits     xx
                                               -----------

ASSUMING COMPLETE INFORMATION IS RECEIVED PER THIS RFQ, THE NORMAL TURNAROUND
TIME TO COMPLETE A BUDGETARY QUOTE IS APPROXIMATELY 1-2 WEEKS. PLEASE NOTE
NORMAL TURNAROUND TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE
AVAILABILITY.

A FIRM PROPOSAL will be reviewed by the Configuration Engineering Team.
Customized engineering will be prepared per the configuration requirements as
defined on this RFQ. The standard proposal format includes a generic executive
summary, generic implementation schedule and the standard iDEN Purchase
Agreements with Exhibits.

ASSUMING COMPLETE INFORMATION IS RECEIVED, THE NORMAL TURNAROUND TIME TO
COMPLETE A FIRM PROPOSAL IS APPROXIMATELY 4 WEEKS. PLEASE NOTE NORMAL TURNAROUND
TIME IS DEPENDENT UPON OUTSTANDING WORKLOAD AND RESOURCE AVAILABILITY. NOTE:
COMPLETE INFORMATION INCLUDES AN ENGLISH VERSION OF THE PSTN SIGNALING
SPECIFICATION.

Hard Copy of the Proposal or Budgetary Required?     YES     (yes/no) If No,
                                                 ------------
Exhibit A will be sent via E-mail. Proposal/Budgetary Hard Copies to be sent to:

         Name:                      Virgilio Cadena
         Title:                     Vicepresidente de Operaciones Tricom
         Address:                   Avenida Lope de Vega #95
                                    Santo Domingo, Republica Dominicana
         Phone:                     (809)  476-4042


                                 Page 2 of 10
<Page>

Total number of Proposal/Budgetary Copies Required for Customer:      3
                                                                 --------------

Two (2) copies will be given to Sales Team. Are additional copies required?
  YES
-------

         If Yes, how many additional copies? ______.

         To whom and to what address are they to be sent?

            Luis Quijano and Valerie Bennett ( Project PM )
         -------------------------------------------------------

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

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



In order to construct an accurate and timely quotation for an iDEN system,
several pieces of information are necessary. This information includes details
about the area to be covered and the subscribers to be served.

DISCLAIMER

The quotation constructed through this information is intended for preliminary
use. Estimates of site coverage will be made using theoretical models that make
assumptions such as, but not limited to, flat earth and uniform density
buildings. These estimates do not replace the need for detailed RF planning.
Customers are encouraged to retain a RF planning consultant to perform RF
design. Traffic models are provided for information only. Actual traffic loading
may vary based on factors such as, but not limited to, base site locations and
customer marketing. Upon completion of this input document, Motorola will
produce a budgetary pricing estimate. Final pricing will require additional
information from customer and additional analysis by Motorola.


                                 Page 3 of 10
<Page>

DESCRIBE YOUR iDEN SYSTEM REQUEST

Describe the New iDEN System you are requesting:

MSO Design Capacity     -              subscribers
                    ------------------

                           Phase 1          Phase 2           Phase 3
RF Design Capacity          1,572            2,331             3,310
                            -----            -----             -----
(CUMULATIVE)
Briefly describe the system you are requesting with this RFQ. Include
information like system features (Multiservice Only, SMS, Packet Data, IWF,VMS).

TRICOM'S iDEN SYSTEM WILL BE IMPLEMENTED AT NICARAGUA . INTERCONNECT INTERLEAVE
WILL BE 3:1 AND THE SUBSCRIBERS DISTRIBUTION WILL BE 30% DISPATCH AND 70%
MULTISERVICE. THERE WILL BE 10 EBTS'S SITES WITH 46 BR'S., DIVIDED IN THREE (3)
PHASES. THE NICARAGUA EBTS'S INFRASTRUCTURE WILL BE LINKED UP TO THE PANAMA HOST
MSO, FOR YEAR 1; YEAR 2 AND YEAR 3 WILL BE DETERMINED BASE ON TRAFFIC GROWTH IN
THE REGION. PLEASE TO SPECIFY, IF REQUIRED, ANY EXPANSION IN THESE MSO FOR
ADDITIONAL OF NICARAGUA INFRASTRUCTURE. THE PROPOSAL MUST BE ITEMIZED PRICING
FOR EQUIPMENT AND SERVICES (INSTALLATION, ENGINEERING, O&M FOR YEAR BASIS, ETC).
TRAINING FOR YEAR 1 TO YEAR 3 PLUS RECOMMENDED TEST EQUIPMENTS AND SPARES FOR
E-BTS (2).



Explain briefly any special considerations to be taken into account by
Configuration Engineering and Proposal Management. (For Example: Do not quote
power system to be provided by the customer. Design MSO for capacity of phase
3.)

detailed in section 1.2.
---------------------------

State which system features should be quoted as options (e.g. VMS).

PACKET DATA ( THE DEFAULT EQUIPMENT FOR PD IS THE 64K MDG ) . An external HLR
for the MSC should be quoted as an option. One EBTS engineer should also be
quoted on a quarterly


                                 Page 4 of 10
<Page>

1.       SITE INFORMATION

1.1      MSO LOCATION:
         Please provide the expected MSO location below:

         Expected MSO Name: N/A

         City Name; Guatemala
1.2      EBTS SITE INFORMATION
         Please provide the types of EBTS configuration and their total number
         of sites that are planned to be deployed in the table below. Double
         click Table below and then modify.

         AVAILABLE CONFIGURATIONS (SEE PRICEBOOK SECTION 4):
         o Omni 1 through 18 (Cavity sites 1 through 20)
         o 3SECTOR - __Through
         o SRRC Omni - through 16
         o SRRC 3Sector - 3 through 22
         o Indoor SRSC Omni 1 through 3 (Omni 1 through 4 on 40w sites)
         o Outdoor SRSC Omni 1 through 3
                               ---------
         AVAILABLE OPTIONS:
         o LR - Left or Right Side Panel
         o FR - Front and Rear Door
         o TB - Top and Base Cover
         o TTAI - Tower Top Amp Interface
         o TTA - Tower Top Amp
         o UP - Utility Pedestal and parts (Outdoor SRSC only)


                                 Page 5 of 10
<Page>

<Table>
<Caption>

                                            EBTS Configuration Table
         ---------------------------------------------------------------------------------------------------------------------------
                              # of                                                   70w/   Hyb/            75/120        Options
                              Sites         Site Type         # of BRs     Freq.     40w     Cav    E1/T1    Ohms
         ---------------------------------------------------------------------------------------------------------------------------
         <S>                  <C>       <C>                   <C>         <C>       <C>     <C>     <C>     <C>     <C>
         SAMPLE                 3       SRRC Sector 3-2-2        21       800Mhz      70     Hyb     E1       120        TTAI, TTA
         ---------------------------------------------------------------------------------------------------------------------------

                                1            OMNI 5              5        800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

                                2            OMNI 4              8        800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

                                4            OMNI 3              12       800MHZ      70     HYB     E1       120           NO
         ---------------------------------------------------------------------------------------------------------------------------

                                3            OMNI 2              6        800MHZ      70     HYB     E1       120           NO
                            --------------------------------------------------------------------------------------------------------
         Total Ph 1            10                                31
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 2                        STAND ALONE BR's         8
                            --------------------------------------------------------------------------------------------------------
         Total Ph 2             0                                8
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
         PHASE 3                        STAND ALONE BR's         7
                            --------------------------------------------------------------------------------------------------------

                            --------------------------------------------------------------------------------------------------------
         Total Ph 3             0                                7
         ---------------------------------------------------------------------------------------------------------------------------
</Table>


                                 Page 6 of 10
<Page>

2.       CALL PROFILE:

2.1      PLANNED CALL PROFILE: DISPATCH AND INTERCONNECT

         Please provide the following call model information.

         Double click Table below and then modify BLUE BOLD only.
         If call profile is different by phases, please copy the table below and
         generate call profile separately.

<Table>
<Caption>
<S><C>
         ----------------------------------------------------------------------------------------------------------
                         UNIT TYPE                    Int.       Disp.        Multi. Units            Total
                                                   Only Units  Only Units    Int.      Disp.         Number
         ---------------------------------------------------------------------------------------       of
                        Interleave                    3:1         6:1        3:1        6:1        Subscriber
         ---------------------------------------------------------------------------------------      Units
                         Calls/hr                     0.18        1.80       0.60      1.80            by
                         Hold Time                    120         20.0        84        20            Phase
                       Illum. Cells                    1           2          1          2
                       Erlangs/Unit                  0.0060      0.0120     0.0140    0.0120
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 1         0          472             1,100               1,572
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 2         0          699             1,632               2,331
         ----------------------------------------------------------------------------------------------------------
             Numer of Subcriber Units: Phase 3         0          993             2,317               3,310
         ----------------------------------------------------------------------------------------------------------
</Table>

         Int. = Interconnect, Disp. = Dispatch, Multi. = Multiservice

2.2      PLANNED CALL PROFILE: VMS, SMS, IWF AND MDG
         Please provide the following expected number of subscribers below.

         Double click Table below and then modify BLUE BOLD only.

<Table>
<Caption>

         ------------------------------------------------------------------------------------------------------------
                                            Default Value         Phase 1          Phase 2            Phase 3
         ------------------------------------------------------------------------------------------------------------
         <S>                             <C>                    <C>              <C>                  <C>
         VMS Users                       100 % of Int. Units    10000 USERS      25000 USERS          0 USERS
         ------------------------------------------------------------------------------------------------------------
         SMS Users                        5 % of Int. Units     2000 USERS       4000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
         IWF Users                        5 % of Int. Units     2000 USERS       4000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
         Packet Data Users               5 % of Disp. Units     1000 USERS       2000 USERS           0 USERS
         ------------------------------------------------------------------------------------------------------------
</Table>

      Int. Units = (3:1 Int. Only Units) + (3:1 Int. in Multiservice Units)
      Disp. Units = (6:1 Disp. Only Units) + (6:1 Disp. In Multiservice Units)

3        PLANNED MSO PARAMETERS

<Table>
<S><C>

3.1      MSC Parameters
         o  Equipment Type Approval Required (Yes, No, Default = Yes)................................(YES              )
         o  Type of PSTN Signaling (R1, R2, ISUP, TUP, etc., Default = R2)...........................(R2 AND C7        )
         o  Number of PSTN Pools (1,2,3, etc., Default = 3)..........................................(3                )
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1    )
         o  External HLR Required (Yes, No, Default = No)............................................(NO               )


                                 Page 7 of 10
<Page>

3.2      VMS Parameters
         o  Average Voice Message per day per subscriber (Default = 2)...............................(2                )
         o  Average Message Length per Message (Default = 30 Sec)....................................(30 SEC           )
         o  Average Voice Mail Greeting Length (Default = 20 Sec)....................................(25SEC            )
         o  Average Retention (Read) Time per Message (Default = 12 Hr)..............................(24HR
         o  Busy Hour Call Rate (Default = 10 %).....................................................(10%              )
         o  GOS (Default = 5 %)......................................................................(5%               )

3.3      SMS Parameters
         o  Short Message per day per subscriber (Default = 0.6).....................................(.6               )
         o  Busy Hour per Day (6, 7, 8, 9, 10, etc. Default = 8) ....................................(8                )
         o  VMS Penetration (50, 60, 70, 80, etc. Default = 70 %)....................................(70%              )
         o  SMS Penetration (20, 30, 40, 50, etc. Default = 30 %)....................................(30%              )
              Note: Sum of VMS and SMS Penetration Rates must be 100 %.

3.4      IWF Parameters
         o  Circuit Data Busy Hour Call Rate (0.1, 02, 0.3, etc. Default = 0.1)......................(0.1              )
         o  Average Holding Time (100, 150, etc. Default = 180 Sec)..................................(180 SEC          )
         o  GOS (1, 2, etc. Default = 5 %)...........................................................(5%               )

3.5      Packet Data
         o  Number of subscribers  (15K,  64K, etc  Default =15K)....................................(64 K)

4        Expected MSO Room Requirements

4.1      MSO Room: Customer's Responsibility
         o  Ceiling Height from Floor (2.5, 3.0, etc. Default = 3.5 m)...............................(3.5 M            )
         o  Cable Tray or Floor Tile.................................................................(MOTOROLA         )
         o  HVAC.....................................................................................(MOTOROLA         )

4.2      AC Power: Customer's Responsibility
         o  Inputs to Rectifiers  Chose one:
            o  Voltage (380/415 VAC, 50/60 Hz).......................................................(                 )
            o  Voltage (208/240 VAC, 50/60 Hz).......................................................(208/240 VAC,60HZ )
            o  Voltage (480 VAC, 50/60 Hz)...........................................................(                 )
            o  Voltage (specify VAC, 50/60 Hz).......................................................(60 HZ            )

         o  Inputs to Monitors:
            o  Voltage (120VAC, 240VAC, 440VAC, etc. Default = 240 VAC)..............................(120 VAC          )
            o  Phases (Single, Three, etc. Default = Single Phase)...................................(SINGLE PHASE     )
            o  Frequencies (50, 60, etc. Default = 50 Hz)............................................(60 HZ            )


                                 Page 8 of 10
<Page>

4.3      DC Power:
         o  DC Power Plant (- 48 VDC System) and Rectifiers:
            o  Supplied by (Motorola, Customer, etc. Default = Motorola).............................(MOTOROLA         )
            o  N+1 Redundant Rectifier? (Yes, No, Default = Yes).....................................(YES              )
            o  Battery Backup Hour (2,4, 6, 8, etc. Default = 2 Hr)..................................(8 HRS.
         o  DC to AC Inverters (Yes, No, Default = Yes)..............................................(YES              )
         o  DC Generator, if required................................................................(CUSTOMER SUPPLIED)

5        EBTS Information

5.1      Frequency Available
         o  Frequency Range  Chose one:
            o  Base RX (806 - 821 MHz, 896-901 MHz)..................................................(806 - 821 MHZ    )
            o  Base TX (851-866 MHz, 935-940 MHz)....................................................(851 - 866 MHZ    )

5.2      EBTS Equipment

         o  EBTS Power (Standard, None, Specific)....................................................(STANDARD         )
         o  EBTS Antenna (Standard, None, Specific)..................................................(CUSTOMER SUPPLIED)
         o  EBTS Spares (Standard, None, Specific)...................................................(STANDARD         )

6        Standard EBTS Site Requirements

6.1      Span Lines from EBTSs to MSO: Customer's Responsibility
         o  Type of Span Lines (T1, 120(OMEGA) E1, 75(OMEGA) E1, etc., Default = 120(OMEGA) E1)......(120(OMEGA) E1    )

7        Test Equipment

7.1      MSO Test Equipment
         o  How many sets of MSO Test Equipment? (0,1 , 2, etc. Default = 1).........................(1                )

7.2      EBTS Test Equipment
         o  How many sets of EBTS Test Equipment? (0, 1, 2, etc. Default = 1)........................(2                )
</Table>


                                 Page 9 of 10
<Page>

8        ADDITIONAL INFORMATION

         Please provide any additional comments concerning the system
         requirements or the quotation format below:

         THE GRADE OF SERVICE GOS THAT SHOULD BE USED IS 2% BLOCKING FOR
         INTERCONNECT AND 5% FOR DISPATCH.

9        ATTACHMENTS:

9.1      PSTN SIGNALING SPECIFICATION - MANDATORY IF INTERCONNECT IS REQUESTED

         This specification is mandatory if the system is to be designed for
         both Interconnect and Dispatch. Disregard if your entire system is for
         Dispatch Only.

         In order to process a quotation for an MSC, Nortel will require an
         English version of the local PSTN Signaling document/specifications.
         Upon receipt of this document the quote can be officially started.
         English version should include references to international standards.
         For example: ISUP (ITU-T Blue Book).

9.2      SYSTEM BLOCK DIAGRAM - PREFERRED
         ATTACH

9.3      NON DISCLOSURE AGREEMENT (NDA) - HARD COPY REQUIRED WITH CUSTOMER
         SIGNATURE. FAX TO 847-576-5801.
         ATTACH

9.4      EXPORT CONTROL SCREENING
         ATTACH

9.5      GOVERNMENT SCREENING FORM
         ATTACH

9.6      Q-GATE 17
         ATTACH

9.7      SALES STRATEGY FORM (IF APPLICABLE)
         ATTACH


                                 Page 10 of 10