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                                                                    EXHIBIT 10.9

                                                                  EXECUTION COPY










                          TECHNICAL SERVICES AGREEMENT

                                      DATED


                               SEPTEMBER 27, 1999


                                     BETWEEN

                                  VELOCOM INC.

                                       AND

                           FORMUS COMMUNICATIONS, INC.

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                                TABLE OF CONTENTS

<TABLE>

<S>                                                                         <C>
1. DEFINITIONS                                                               4

2.  SUPPLY OF SERVICES                                                       7
2.1 SUPPLY OF SERVICES AND CONSULTANTS                                       7
2.2 RFS                                                                      7
2.3 FORMUS PROPOSAL                                                          7
2.4 RFS ORDER                                                                7
2.5 SUPPLY OF CONSULTANTS                                                    8
2.6 CANCELLATION OF AN RFS ORDER                                             8
2.7 QUALIFICATIONS OF CONSULTANTS                                            8
2.8 INDEPENDENT CONTRACTOR RELATIONSHIP                                      8
2.9 RECALL                                                                   8
2.10 COSTS TO DATE OF RECALL                                                 8
2.11 DELIVERABLES                                                            9

3.  COSTS                                                                    9
3.1 COSTS                                                                    9
3.2 EXAMINATION OF COSTS BY VELOCOM                                          9
3.3 RETAINER                                                                 9

4.  TAXES                                                                   10
4.1 RESPONSIBILITY                                                          10

5.  PAYMENT TERMS                                                           10
5.1 INVOICES                                                                10
5.2 PAYMENT                                                                 10

6.  DELIVERABLES                                                            10
6.1 OWNERSHIP                                                               10

7.  CONFIDENTIAL INFORMATION                                                10
7.1 CONFIDENTIALITY OBLIGATION                                              10
7.2 USE OF CONFIDENTIAL INFORMATION                                         11
7.3 NON-CONFIDENTIAL INFORMATION                                            11
7.4 COMPELLED DISCLOSURE                                                    11
7.5 RETURN OF INFORMATION                                                   12

8.  LIABILITY                                                               12
8.1 DEGREE OF CARE                                                          12
8.2 INDEMNIFICATION                                                         12
8.3 DIRECT DAMAGES                                                          12
9.  TRAINING                                                                12

10.  FORCE MAJEURE                                                          13
10.1 NO DEFAULT OR LIABILITY                                                13
10.2 NOTICE                                                                 13
</TABLE>

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<TABLE>

<S>                                                                         <C>
11.  TERM AND TERMINATION                                                    14
11.1 TERM                                                                    14
11.2 TERMINATION BY FORMUS                                                   14
11.3 TERMINATION BY VELOCOM                                                  15
11.4 COSTS INCURRED PRIOR TO TERMINATION                                     16
11.5 TERMINATION WITHOUT PREJUDICE TO OTHER RIGHTS                           16
11.6 NO RELEASE OF LIABILITY                                                 16

12.  ASSIGNMENT                                                              16

13.  WAIVER                                                                  16
13.1 WAIVER                                                                  16

14.  NOTICES                                                                 17

15.  GOVERNING LAW                                                           17

16.  DISPUTE RESOLUTION                                                      18
16.1 PROCEDURE                                                               18
16.2 ARBITRATION                                                             18

17.  ENTIRE AGREEMENT: AMENDMENTS                                            20

18.  SEVERABILITY                                                            21

19.  RELATIONSHIP OF THE PARTIES                                             21

20.  RIGHTS AND REMEDIES                                                     21

21.  COUNTERPARTS; FACSIMILE                                                 21

22.  FURTHER ASSURANCES                                                      21

23.  EXPENSES                                                                21

24.  THIRD-PARTY BENEFICIARIES                                               21

25.  NON-SOLICITATION                                                        22
</TABLE>


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TECHNICAL SERVICES AGREEMENT dated as of September 27, 1999 between VeloCom
Inc., a Delaware corporation ("VELOCOM") and Formus Communications, Inc., a
Delaware corporation ("FORMUS") (each a "PARTY" and collectively, the
"PARTIES").


                                    RECITALS

WHEREAS, VeloCom is acquiring certain assets of Formus and will be pursuing
additional LMDS (as defined below) and BWA (as defined below) in Latin America;

WHEREAS, Formus possesses certain technical experience, Know-How and knowledge
relating to the acquisition of LMDS and BWA spectrum and the construction,
deployment and operation of LMDS and BWA networks; and

WHEREAS, the Parties wish to enter into this Agreement to enable VeloCom and its
subsidiaries to receive the technical assistance and support of Formus.

NOW, THEREFORE, the Parties hereto agree as follows:


                                   AGREEMENTS

1.       DEFINITIONS


In this Agreement, unless the context otherwise requires, the following terms
shall have the meaning set forth below:

"AFFECTED PARTY"                   has the meaning ascribed thereto in Section
                                   10.2

"AGREEMENT"                        This Agreement, together with the Annexes and
                                   Schedules attached hereto, as amended from
                                   time to time;

"BUSINESS DAY"                     Any day on which banks in Denver, Colorado
                                   are authorized or required by law to be open
                                   to transact business;

"BWA"                              means broadband wireless access;


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"CONFIDENTIAL                      Any information, material or data of a
INFORMATION"                       confidential nature furnished orally, in any
                                   written, graphic, electronic, magnetic or
                                   other tangible form including (but not
                                   limited to) technical, financial and business
                                   information and models, names of customers or
                                   partners (whether potential or existing),
                                   proposed business deals, corporate
                                   strategies, reports, plans, market and/or
                                   financial projections and other data, of or
                                   relating to a Party as well as any
                                   information derived from such information,
                                   material and data, other than the information
                                   listed in Section 7.4;

"CONSULTANT(S)"                    Person provided by Formus to render Services
                                   to VeloCom under this Agreement;

"COSTS"                            has the meaning ascribed thereto in Section
                                   3.1;

"DELIVERABLES"                     Any written summary of results or
                                   recommendations or any other data or data
                                   files, information or materials whether in
                                   written, electronic or magnetic form,
                                   provided to VeloCom pursuant to the Services
                                   (as defined below) performed under this
                                   Agreement;.

"FORCE MAJEURE"                    has the meaning ascribed thereto in Section
                                   10.1;

"FORMUS"                           has the meaning ascribed thereto in the
                                   introductory paragraph;

"INDEMNIFIED PERSON"               has the meaning ascribed thereto in Section
                                   8.2;

"KNOW-HOW"                         means all technical knowledge, information
                                   and expertise of Formus in respect of LMDS
                                   and BWA planning, design, site
                                   identification, operation and maintenance of
                                   LMDS and BWA operations, networks and
                                   services, including but not limited to,
                                   processes, techniques, methods, products,
                                   data and compositions;

"LOSSES"                           has the meaning ascribed thereto in Section
                                   8.2;

"LMDS"                             means local multipoint distribution systems

"PARTY(IES)"                       has the meaning ascribed thereto in the
                                   introductory paragraph;


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"PERSON(S)"                        includes, without limitation, any individual,
                                   firm, company, association, partnership,
                                   joint venture, trust, investment company,
                                   pension fund or investment fund, or other
                                   entity, or any government or any ministry,
                                   department or agency thereof;

"PURCHASE AGREEMENT"               means the Purchase Agreement between Formus,
                                   Formus International, Inc. and VeloCom dated
                                   as of August 20, 1999;


"RECEIVING PARTY"                  has the meaning ascribed thereto in Section
                                   7.1;

"RFS" HAS THE                      meaning ascribed thereto in Section 2.2;

"RFS ORDER"                        has the meaning ascribed thereto in Section
                                   2.4;

"RULES"                            has the meaning ascribed thereto in Section
                                   16.1(b);

"SERVICES"                         means such services to be provided by Formus
                                   to VeloCom and its subsidiaries through the
                                   Consultants including but not limited to
                                   those set forth on Annex I and (i) network
                                   planning and design: (ii) strategic and
                                   business planning; (iii) review of spectrum
                                   requirements; (iv) consulting assistance in
                                   procurement and selection of system hardware;
                                   (v) site identification; (vi) regulatory
                                   matters; and (vii) technology review;

"TERM"                             has the meaning ascribed thereto in Section
                                   11.1; and

"VELOCOM"                          has the meaning ascribed thereto in the
                                   introductory paragraph.

The singular includes the plural and vice versa. Reference to one gender
includes reference to the other gender.

References herein to Sections and Schedules shall be taken as referring to
Sections and Schedules to this Agreement. Headings to Sections are for ease of
reference only and shall not affect the construction or interpretation of this
Agreement.


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2.       SUPPLY OF SERVICES

2.1      SUPPLY OF SERVICES AND CONSULTANTS

         Subject to the terms and conditions of this Agreement, Formus shall
         provide from time to time Services and Consultants as shall be
         reasonably requested by VeloCom in accordance with Section 2.2.

2.2      RFS

         To request Services and Consultants under this Agreement, VeloCom shall
         submit a request for services (an "RFS") substantially in the form of
         Schedule A, specifying the Services required, estimating the number of
         Consultants needed to perform such Services and including such other
         information as set out in Schedule A, such request to be submitted by
         VeloCom fifteen (15) days in advance of the date that such Services
         will be required from Formus. Formus agrees to use reasonable efforts
         to meet any reasonable RFS submitted by VeloCom; provided, however,
         Formus shall not be required to hire additional employees to perform
         the Services.

2.3      FORMUS PROPOSAL

         As soon as reasonably possible from the receipt by Formus of the RFS
         but in no event later than ten (10) days from such receipt, Formus
         shall provide VeloCom with a proposal to supply the Consultants
         required to perform the requested Services, along with an estimate of:
         (i) the costs of supplying such Consultants; and (ii) the timeline for
         providing such Consultants.

2.4      RFS Order

         The Parties shall jointly determine and agree upon: (i) the name of
         each Consultant to be provided by Formus to VeloCom which, unless
         otherwise agreed by VeloCom shall be limited to the following
         individuals, so long as they remain employees of Formus: (i) Thomas
         Dodds, (ii) Mark Globushutz, (iii) Dale Holter, (iv) Ray Nettleton and
         (v) Perry O'Neil; (ii) the costs associated with each Consultant in
         accordance with Schedule B; (iii) the date of commencement of Services
         by each Consultant; (iv) the duration of the Services to be provided by
         such Consultant; (v) the location(s) in which the Services are to be
         performed by such Consultant; and (vi) any other terms and conditions
         relating to the Services and Consultants as agreed to by the Parties.
         The above agreement shall be evidenced in an RFS order ("RFS ORDER")
         substantially in the form of Schedule C. In the event that individuals
         set forth above are no longer employed by Formus, Formus shall use its
         reasonable efforts to make comparable Formus personnel available to
         VeloCom in connection with the provision of the Services.


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2.5      SUPPLY OF CONSULTANTS

         Formus shall supply each Consultant in accordance with the relevant RFS
         Order. In the event a Consultant is unable to commence providing
         Services to VeloCom substantially in accordance with the time schedule
         set out in the relevant RFS Order, VeloCom shall have the option to
         cancel, at no cost, such RFS Order and Formus shall pay to VeloCom any
         direct costs incurred by VeloCom as a direct result of Formus' failure
         to provide the Consultant pursuant to the material terms and conditions
         of the RFS Order.

2.6      CANCELLATION OF AN RFS ORDER

         VeloCom shall have the right, upon seven (7) days' written notice to
         Formus, to cancel any RFS Order (whether or not the Consultant has
         actually commenced providing Services) in which case, VeloCom shall pay
         for: (i) the Costs, if any, associated with the Services actually
         performed by Formus up to the date of cancellation; and (ii) any other
         direct costs incurred by Formus as a direct result of the cancellation
         of the RFS Order by VeloCom including any demobilization costs.

2.7      QUALIFICATIONS OF CONSULTANTS

         All Consultants supplied by Formus shall be qualified and shall have
         substantial experience performing the tasks (or substantially similar
         tasks) for which such Consultants would be engaged by Formus for
         VeloCom.

2.8      INDEPENDENT CONTRACTOR RELATIONSHIP

         In the performance of its duties and responsibilities under this
         Agreement, Formus and the Consultants shall be and shall act solely as
         independent contractors, and nothing contained in this Agreement or in
         the relationship of Formus and VeloCom shall constitute or be construed
         to be or to create a partnership or joint venture between Formus and
         VeloCom.

2.9      RECALL

         VeloCom may, upon 7 days notice to Formus, require Formus to recall any
         Consultant if the Consultant does not adequately perform his or her
         duties or if VeloCom, in its reasonable discretion, believes that such
         Consultant has conducted himself or herself in a manner which is
         contrary to or otherwise consistent with the duties of Formus to
         VeloCom and its subsidiaries under this Agreement.

2.10     COSTS TO DATE OF RECALL

         Costs accrued to the date of recall shall be payable in accordance with
         Section 3.1 and Costs accrued after such date shall be paid for by
         Formus except for any agreed


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         upon portion of the Consultant's reasonable de-mobilization costs
         assumed by VeloCom.

2.11     DELIVERABLES

         The Deliverables developed by the Consultants for VeloCom shall be
         memorialized in written, graphic, electronic, magnetic or other
         tangible form to allow VeloCom to use the Deliverables after the
         departure of the Consultants, such use to be subject to the rights of
         any Party other than Formus in any Deliverable or software which
         supports any Deliverable with respect to which VeloCom may need to
         acquire a license and Formus undertakes to cooperate with VeloCom with
         respect to such acquisition (including the acquisition of software
         pursuant to the foregoing paragraph). Costs spent preparing and
         memorializing Deliverables shall be paid as set forth in Section 3.

3.       COSTS

3.1      COSTS

         VeloCom shall pay to Formus such amount as is equivalent to the
         reasonable and documented costs ("Invoiced Costs") agreed to in each
         RFS Order of providing the Services and Consultants to VeloCom (as
         detailed on Schedule B hereto) plus overhead recovery costs of fifteen
         per cent (15%) of such Invoiced Costs (collectively, the "COSTS"). The
         parties acknowledge that no overhead recovery costs shall be applied to
         any travel and entertainment expenditures but only to direct salary
         costs and related employee benefits.

3.2      EXAMINATION OF COSTS BY VELOCOM

         VeloCom shall have the right at reasonable times on reasonable notice
         during usual business hours, and at its sole cost and expense (except
         that if discrepancies are found in any such audit that exceed 10% of
         the total amount of Costs reimbursed during the period subject to such
         audit, all costs and expenses of such audit shall be borne by Formus),
         to audit, examine and make copies and extracts from the books and
         records of Formus relating to all Costs for which reimbursement is
         sought under this Agreement. Such right may be exercised by VeloCom
         though any agent, employee or independent auditor designated by
         VeloCom. Such information shall be treated as confidential in
         accordance with the provisions of Section 7.

3.3      RETAINER

         In consideration for the execution and performance by Formus of this
         Agreement and the provision of Services hereunder, VeloCom shall pay to
         Formus a monthly retainer of $20,000 (the "Retainer") by check or wire
         to a bank account designated in writing by Formus. The daily rate of
         any Consultants, but not expenses incurred by such Consultants, due
         Formus under this Agreement may be applied against the Retainer. In the
         event of a termination of this Agreement by Formus pursuant to


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         Section 11.2 of this Agreement, or by VeloCom pursuant to Section
         11.3(f) of this Agreement, Formus may, after crediting amounts due and
         payable as provided in this Section 3.3, retain the balance of the
         Retainer.

4.       TAXES

4.1      RESPONSIBILITY

         Formus shall be solely responsible for all present or future taxes,
         levies, imposts, deductions, charges or withholdings, arising out of,
         or in connection with payments received by it pursuant to this
         Agreement.

5.       PAYMENT TERMS

5.1      INVOICES

         Formus shall submit to VeloCom on a monthly basis invoices for the
         Costs in U.S. dollars. Such invoices shall describe the Services
         provided and Costs incurred with supporting documentation as reasonably
         requested by VeloCom to comply with accounting procedures and other
         requirements of VeloCom as well as the place and manner of payment.

5.2      PAYMENT

         Unless disputed by VeloCom in good faith, all Costs payable under this
         Agreement, shall be paid within thirty (30) days of the date of receipt
         of the invoice. Payment shall be made to Formus by check or by wire
         transfer to a bank account in the United States as directed in writing
         by Formus.

6.       DELIVERABLES

6.1      OWNERSHIP

         VeloCom shall own all right, title and interest in and to any
         Deliverable prepared by any Consultant and furnished to VeloCom in
         connection with the provision of Services; provided, however, that
         VeloCom shall not use such Deliverables in Europe for a period of three
         (3) years from the date of termination of this Agreement.

7.       CONFIDENTIAL INFORMATION

7.1      CONFIDENTIALITY OBLIGATION

         Each Party (the "RECEIVING PARTY") shall for two (2) years from the
         date of receipt of Confidential Information from the disclosing Party,
         retain in confidence all such Confidential Information disclosed
         pursuant to activities carried on in providing the Services under this
         Agreement and shall treat such Confidential Information with


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         the same degree of care as it employs for the protection of its own
         Confidential Information (and in any event, with reasonable care) and
         shall not use such Confidential Information in Europe.

7.2      USE OF CONFIDENTIAL INFORMATION

         The Receiving Party shall not, nor shall it permit any of its
         employees, representatives or agents to, without the written consent of
         the other Party, use any Confidential Information of the other Party
         for any purpose other than the provision or receipt of Services
         hereunder, or disclose any Confidential Information of the other Party
         to any third party, except to its employees, representatives or agents
         with a need to know for purposes of this Agreement or for the conduct
         of each Party's business, and after such employees, representatives or
         agents have been directed by the Receiving Party to treat such
         Confidential Information in accordance with the terms of this Section 7
         and provided further that no Party shall use any such Confidential
         Information to the detriment of the other Party.

7.3      NON-CONFIDENTIAL INFORMATION

         Confidential Information shall not include any information that:

                  a) is or comes into the public domain other than as a result
                     of a disclosure directly or indirectly by the Receiving
                     Party in breach of this Agreement;

                  b) the Receiving Party can demonstrate was known to it prior
                     to the disclosure thereof by the disclosing Party;

                  c) is or becomes generally available to such Receiving Party
                     on a non-confidential basis from a source other than the
                     disclosing Party, provided that such source is not known by
                     such Receiving Party to be bound by any confidentiality
                     obligation with respect to such information;

7.4      COMPELLED DISCLOSURE

         This Section 7 shall not restrict the disclosure of any Confidential
         Information by either Party as required by law, the rules or orders of
         any recognized securities exchange, any court of competent
         jurisdiction, any governmental or regulatory authority, including any
         taxation authority or broadcasting or telecommunications or securities
         regulatory authority, but only after written notice of such disclosure
         requirement has been given, to the extent practicable, by such Party to
         the disclosing Party, (it being understood and agreed that only one
         such notice shall be required in respect of continuous disclosure
         requirements).


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7.5      RETURN OF INFORMATION

         Upon termination of this Agreement, each Party shall return all such
         Confidential Information to the other Party. Notwithstanding
         termination of this Agreement, the confidentiality obligations of the
         Parties pursuant to this Section 7 shall continue for two (2) years
         after the disclosure of Confidential Information.

8.       LIABILITY

8.1      DEGREE OF CARE

         Formus shall provide, and shall cause the Consultants to provide, all
         Services with reasonable care and skill and such Services shall be of a
         standard comparable to providers of similar types of services in the
         telecommunications industry.

8.2      INDEMNIFICATION

         Each Party shall indemnify and hold harmless the other Party and its
         respective directors, officers, shareholders, employees and agents
         (each an "INDEMNIFIED PERSON") against any claims, actions,
         proceedings, costs, charges, losses, damages, demands, liabilities and
         reasonable expenses (collectively "LOSSES") which may be brought by
         third parties against, suffered or incurred by any of such Indemnified
         Persons arising from or related to the performance of this Agreement or
         the Consultant's obligations or duties under or pursuant to the terms
         of this Agreement (including, without limitation, all reasonable legal
         and professional fees and other expenses incurred by such Indemnified
         Person in the defense of any claim, action or proceeding) except claims
         arising from gross negligence, bad faith, fraud, intentional misconduct
         or willful default in the performance or non-performance by Formus or
         VeloCom of its obligations or duties under or pursuant to the terms of
         this Agreement.

8.3      DIRECT DAMAGES

         Each Party shall be liable hereunder only for direct Losses (caused by
         gross negligence or willful misconduct only) incurred by the other and
         in no event shall either Party be liable for any consequential or
         indirect Losses for any breach of this Agreement.

9.       TRAINING

         Formus agrees that, upon the reasonable request of VeloCom, it shall
         make available to VeloCom training manuals and educational seminars
         with respect to the matters that are the subject of this Agreement and
         such other matters relating to LMDS and BWA technology deployments
         requested by VeloCom. VeloCom shall be responsible for the Costs of
         such training and seminars. The Parties shall agree


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         on the timing and budget for any such training to be made available by
         Formus to VeloCom. Costs for such training shall be paid as set forth
         in Section 3.

10.      FORCE MAJEURE

10.1     NO DEFAULT OR LIABILITY

         Neither Party shall be in default or liable for any Loss resulting from
         delays in performance or from failure to perform or comply with terms
         of this Agreement due to any event, which event is beyond its
         reasonable control, was not caused by it and, which despite such
         Party's reasonable efforts, will result in a delay in the performance
         or compliance with any material term of this Agreement ("FORCE
         MAJEURE"), including but not limited to:

                  a) unusually severe weather, including lightning, storms,
                     earthquakes, landslides, floods, washouts, volcanic
                     eruptions and other acts of God;

                  b) fires, explosion and destruction, whether accidentally or
                     intentionally caused and whether partial or complete, lack
                     or failure of transportation facilities, epidemic,
                     quarantine, labor disputes;

                  c) war, declared or undeclared, revolution, civil commotion,
                     acts of public enemies, blockades, embargo, acts of civil
                     disobedience, acts of civil or military authorities, acts
                     stemming from governmental bodies, including courts and
                     regulatory bodies; and

                  d) acts of government, including the imposition or exchange
                     controls or currency restrictions;

         provided that the Party affected by such event has exercised reasonable
         measures, if feasible, to mitigate such delays or Losses.

10.2     NOTICE

         The Party affected by such event (the "AFFECTED PARTY") shall within
         five (5) Business Days of the onset of Force Majeure notify the other
         Party setting out in reasonable details the nature of such event of
         Force Majeure and its effect upon the obligations of the Affected
         Party, a detailed description, if applicable, of work-around plans,
         alternative sources or any other means such Party will or proposes to
         utilize to make up for any such period of delay and to prevent any
         further delay. Thereupon, the obligations of the Affected Party shall
         be suspended during, but no longer than the continuance of the event of
         Force Majeure, and the time for performance of any obligation hereunder
         shall be extended by the actual time of delay caused by such event;
         provided, however, that unless an Affected Party shall notify the other
         Party within the period (except if such period cannot be met because of
         the event of Force Majeure) and in the manner stated in this Section
         10.2, such Party shall not be entitled to and shall not claim an
         extension of time for


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         that event of Force Majeure, and shall not by reason of any delay
         arising from such event of Force Majeure, be relieved in any way, or to
         any extent, from its obligations to proceed with, execute and complete
         its performance of, and compliance with, the terms of this Agreement.

11.      TERM AND TERMINATION

11.1     TERM

         This Agreement shall have a term (the "TERM") of three (3) years from
         the date hereof, unless otherwise mutually agreed, and may thereafter
         be extended by mutual agreement of the Parties.

11.2     TERMINATION BY FORMUS

         Formus may, at its option, terminate this Agreement by giving written
         notice to VeloCom in any of the following events:

                  a) a material breach by VeloCom of any material obligations
                     contained in this Agreement which has not been cured within
                     thirty (30) Business Days after written notice thereof to
                     VeloCom specifying the breach and requiring such remedy;

                  b) the insolvency or bankruptcy of VeloCom or the making of an
                     assignment for the benefit of creditors, or the appointment
                     of a trustee or receiver and manager or liquidator for
                     VeloCom or for all or a substantial part of its property,
                     or the commencement of a bankruptcy, reorganization,
                     arrangement, insolvency or similar proceedings by or
                     against VeloCom under the laws of any jurisdiction;

                  c) VeloCom has made or will make any payments, loans or gifts
                     of any money or anything of value, or has authorized,
                     offered or promised to do any of the foregoing, directly or
                     indirectly to or for the use or benefit of: (i) any
                     official or employee of a foreign government or any
                     department agency or instrumentality thereof; (ii) any
                     political party or official or candidate thereof; or (iii)
                     to any other Person either for an advance or reimbursement
                     knowing or having reason to believe that any part of such
                     payment, loan or gift will be directly or indirectly given
                     or paid by such other Person to an individual mentioned in
                     (i) or (ii); or

                  d) VeloCom has not used Services having a monthly Cost equal
                     to the Retainer for four (4) consecutive months.


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11.3     TERMINATION BY VELOCOM

         VeloCom may at its option, terminate this Agreement, by giving written
         notice to Formus in any of the following events, namely:

                  a) a material breach by Formus of any material obligations
                     contained in this Agreement which has not been cured within
                     thirty (30) Business Days after written notice thereof by
                     Formus specifying the breach and requiring such remedy;

                  b) the insolvency or bankruptcy of Formus or the making of an
                     assignment for the benefit of creditors, or the appointment
                     of a trustee or receiver and manager or liquidator for
                     Formus or for all or a substantial part of its property, or
                     the commencement of a bankruptcy, reorganization,
                     arrangement, insolvency or similar proceedings by or
                     against Formus under the laws of any jurisdiction;

                  c) Formus violates the noncompetition clause contained in the
                     Purchase Agreement or competes with VeloCom in Latin
                     America in the manner prohibited by such noncompetition
                     clause at any time after the expiration of the
                     noncompetition period contained in the Purchase Agreement;

                  d) Formus has made or will make any payments, loans or gifts
                     of any money or anything of value, or has authorized,
                     offered or promised to do any of the foregoing, directly or
                     indirectly to or for the use or benefit of: (i) any
                     official or employee of any foreign government or any
                     department agency or instrumentality thereof; (ii) any
                     political party or official or candidate thereof; or (iii)
                     to any other Person either for an advance or reimbursement
                     knowing or having reason to believe that any part of such
                     payment, loan or gift will be directly or indirectly given
                     or paid by such other Person to an individual mentioned in
                     (i) or (ii);

                  e) Formus' consistent failure to provide Consultants to
                     VeloCom in accordance with the terms and conditions of duly
                     executed RFS Orders due to circumstances and/or events that
                     are within Formus' control;

                  f) after the sixth month anniversary of the date of this
                     Agreement, by providing at least one hundred and eighty
                     (180) days' prior written notice to Formus that it no
                     longer requires the Services hereunder; or

                  g) by providing at least thirty (30) days written notice if
                     two (2) or more of the named individuals listed in Section
                     2.4 are no longer employees of Formus.


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11.4     COSTS INCURRED PRIOR TO TERMINATION

         Notwithstanding any termination of this Agreement, VeloCom's obligation
         to pay the Costs incurred to the date of termination shall survive the
         termination of this Agreement with respect to VeloCom's obligations and
         responsibilities hereunder incurred prior to the date of termination.

11.5     TERMINATION WITHOUT PREJUDICE TO OTHER RIGHTS

         The termination of this Agreement regardless of its cause or its nature
         shall be without prejudice to any other rights or remedies of either
         Party without liability to the other Party (except as provided in this
         Agreement) for any Loss occasioned thereby, and each Party shall remain
         responsible for its obligations existing immediately prior to the
         termination.

11.6     NO RELEASE OF LIABILITY

         The termination of this Agreement for any cause shall not release
         either Party hereto from any liability which at the time of termination
         has already accrued to the other Party hereto or which thereafter may
         accrue in respect of any act or omission prior to termination or from
         any obligation which is expressly stated herein to survive termination.

12.      ASSIGNMENT

         No Party may assign its rights and obligations under this Agreement, in
         whole or in part, except with the prior written consent of the other
         Party.

13.      WAIVER

13.1     WAIVER

                  a) Except as otherwise expressly provided in this Agreement,
                     no failure or delay by any Party in exercising any right,
                     power or privilege under this Agreement shall operate as a
                     waiver thereof, nor shall any single or partial exercise by
                     such Party of any right, power or privilege preclude any
                     further exercise thereof or the exercise of any other
                     right, power or privilege.

                  b) Except as otherwise expressly provided in this Agreement,
                     no waiver of any right hereunder or of any breach or
                     failure to perform shall be effective unless executed in
                     writing.

                  c) The waiver of any right hereunder or of any failure to
                     perform or breach hereof shall not constitute or be deemed
                     as a waiver of any other right hereunder or of any other
                     failure to perform or other breach hereof, whether of a
                     similar or dissimilar nature thereto.


                                       16
<PAGE>   17


14.      NOTICES

         Any notice or communication which shall be given under this Agreement
         shall be made in writing in the English language, and given by
         telecopier, with an original sent by courier, addressed to a Party at
         its telecopier number and address set forth below, or such other
         telecopier number and/or address for such Party as shall have been
         communicated by it to the other Party in accordance with this Section
         14. Any notice or other communication shall be deemed to have been
         received on the date of transmission but only if a confirmation of the
         receipt by the recipient of the telecopier appears correctly at the end
         of the sender's telecopy.

         If to FORMUS:

                      Formus Communications, Inc.
                      720 S. Colorado Boulevard
                      Suite 600 North
                      Denver, CO  80246
                      Telecopier No.: (303) 504-3201
                      Attention:  General Counsel


         with copies to:

                      Holme Roberts & Owen LLP
                      1700 Lincoln, Suite 4200
                      Denver, CO 80203
                      Telecopier No.: (303) 866-0200
                      Attention: W. Dean Salter, Esq.

         If to VELOCOM:

                      VeloCom Inc.
                      6400 South Fiddlers Green Circle
                      Suite 710
                      Englewood, CO  80111
                      Telecopier No.: (303) 874-1125
                      Attention:  Vice President, Strategic and Legal Affairs

15.      GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of Colorado without giving effect to its rules regarding conflict of
law.


                                       17
<PAGE>   18


16.      DISPUTE RESOLUTION

16.1     PROCEDURE

         In the event of a dispute between VeloCom and Formus arising under or
         in connection with this Agreement, including a dispute over whether
         there has been a material breach to this Agreement, the following shall
         apply:

                  a) They shall use their good faith efforts to settle such
                     dispute. To this end, each Party may notify the other Party
                     in writing of its desire to initiate the procedure
                     contemplated by this Section 16, whereupon the Parties
                     shall forthwith convene to attempt to resolve such disputes
                     through amicable and good faith discussions. Disputes which
                     the Parties are unable to resolve through such discussions
                     within thirty (30) days following receipt of the notice
                     referred to in this Section 16.1(a), shall upon the request
                     of either Party, be submitted to a panel consisting of
                     designees from the chief executive officers of VeloCom and
                     Formus. The designees shall consult and negotiate with each
                     other in good faith in an effort to reach a just and
                     equitable solution.

                  b) If the designees do not reach a solution within a period of
                     thirty (30) days following the beginning of their
                     consultations and negotiations, any Party may treat the
                     same as an arbitrable dispute by giving notice to the other
                     Party, in which case the dispute shall be submitted to a
                     final and binding arbitration under the Rules of
                     Conciliation and Arbitration of the International Chamber
                     of Commerce excluding any such rules relating to the
                     posting of security for costs (the "RULES").

16.2     ARBITRATION

                  a) Nature of the Dispute. Any dispute between the parties to
                     this Agreement arising out of or relating to this
                     Agreement, including, without limitation, the
                     interpretation of any provision of this Agreement or the
                     breach, termination or invalidity of this Agreement (a
                     "Dispute") shall be settled exclusively and finally by
                     arbitration. It is specifically understood and agreed that
                     any Dispute may be submitted to arbitration irrespective of
                     the magnitude thereof, the amount in controversy or whether
                     such Dispute would otherwise be considered justifiable or
                     ripe for resolution by a court.

                  b) Rules of Arbitration. The arbitration shall be conducted in
                     accordance with the Rules of Arbitration of the
                     International Chamber of Commerce ("ICC") as in effect on
                     the date of this Agreement (the "ICC Rules"), except to the
                     extent that the ICC Rules conflict with the provisions of
                     this Section 16.2, in which event the provisions of this
                     Section 16.2 shall control.


                                       18
<PAGE>   19


                  c) Arbitration Procedure. The arbitral tribunal shall consist
                     of three (3) arbitrators, each of whom shall be bilingual
                     in English and Spanish but each of whom shall have English
                     as their first language. The parties to this Agreement
                     agree that the choice of arbitrators shall be as follows:

                     i)  If there are only two parties to a Dispute, one (1)
                         arbitrator shall be appointed by each party and the
                         third shall be selected by the two party-appointed
                         arbitrators or, failing agreement, by the ICC, in
                         accordance with the ICC Rules.

                     ii) If there are more than two parties to a Dispute, then
                         the three (3) arbitrators shall be appointed by the
                         parties to the Dispute in accordance with the ICC Rules
                         established for the appointment of a sole arbitrator.
                         If the parties are not able to agree on all three
                         arbitrators then the ICC shall appoint the remaining
                         one, two or three arbitrators.

                  d) Location; Language. The arbitration shall be conducted in
                     Denver, Colorado and shall be conducted in English.

                  e) Consolidation. In order to facilitate the comprehensive
                     resolution of related disputes, and upon request by any
                     party to the arbitration proceeding, the arbitration panel
                     may at any time before the first oral hearing of evidence
                     consolidate the arbitration proceeding with any other
                     arbitration proceeding between any of the parties to this
                     Agreement. The arbitrators shall not determine to
                     consolidate such arbitration unless they determine that (i)
                     there are issues of fact or law common to the two
                     proceedings so that a consolidated proceeding would be more
                     efficient than separate proceedings and (ii) no party to
                     this Agreement would be prejudiced as a result of such
                     consolidation through undue delay or otherwise. In the case
                     of a consolidated proceeding involving more than two
                     parties to this Agreement, the arbitrators shall be
                     selected in accordance with Section 16.2(c)(ii).

                  f) Binding Decision and Award. Any decision or award of the
                     arbitral tribunal shall be final and binding upon the
                     parties to the arbitration proceeding. The parties to this
                     Agreement hereby waive to the extent permitted by law any
                     rights to appeal or to review of such award by any court or
                     tribunal. The parties to this Agreement agree that any
                     party to this Agreement may need to obtain interim
                     injunctive relief from a court. Therefore, a request for
                     interim injunctive relief by a party to a court, whether
                     before, during or after the arbitration proceedings have
                     been initiated in accordance with the ICC Rules,


                                       19
<PAGE>   20


                     shall not be deemed incompatible with, or a waiver of, any
                     provisions of this section. In addition to the authority
                     conferred on the arbitration tribunal by the ICC Rules, the
                     arbitration tribunal shall have the authority to make such
                     orders for interim relief, including injunctive relief, as
                     it may be deem just and equitable. The parties to this
                     Agreement agree that the arbitral award may be enforced
                     against the parties to the arbitration proceeding or their
                     assets wherever they may be found and that a judgment upon
                     the arbitral award may be entered in any court having
                     jurisdiction thereof.

                  g) Miscellaneous. At any oral hearing of evidence in
                     connection with the arbitration, each party thereto or its
                     legal counsel shall have the right to examine its witnesses
                     and to cross-examine the witnesses of an opposing party. No
                     evidence of any witness shall be presented in written form
                     unless the opposing party or parties shall have the
                     opportunity to cross-examine such witness, except as the
                     parties to the Dispute otherwise agree in writing or except
                     under extraordinary circumstances where the arbitrators
                     determine that the interests of justice require a different
                     procedure. Without in any way limiting the foregoing and
                     notwithstanding anything herein to the contrary, the
                     parties to this Agreement may, upon the prior written
                     consent of all parties to a Dispute, submit any Dispute to
                     an expert acceptable to all such parties for consideration
                     and advice. Each party to this Agreement agrees, in the
                     event such submission is made, to reasonably consider the
                     advice of such expert in connection with such Dispute.

                  h) Costs. The fees and expenses of the arbitrators and the
                     arbitration proceeding shall be split by the parties to the
                     arbitration. Each party shall bear its own costs and
                     expenses in connection with any arbitration proceeding,
                     with the exception of fees and costs associated with the
                     use of a translator, to the extent necessary, which shall
                     be borne equally amongst the parties.

17.      ENTIRE AGREEMENT: AMENDMENTS

This Agreement (together with the Annexes and the Schedules hereto) contain the
entire agreement between the Parties with respect to the subject matter hereof
and supersedes any prior understandings, agreements or representations by or
between the Parties, whether written or oral. No amendment hereto shall be
effective or binding on any of the Parties unless reduced to writing with
specific reference to this Agreement, and executed by the respective duly
authorized representatives of each of such Parties.


                                       20
<PAGE>   21


18.      SEVERABILITY

The invalidity or unenforceability of any provision, in whole or in part, of
this Agreement shall not in any way affect the validity or enforceability of any
other parts or provisions thereof, provided, however, that the Parties hereto
shall use their reasonable efforts to achieve the purpose of the invalid or
unenforceable provision or part thereof by a new valid and enforceable
stipulation.

19.      RELATIONSHIP OF THE PARTIES

No Party has the power or authority to legally bind the other Party. Nothing
herein shall be construed as authorizing any Party to act as an agent or
representative of the other Parties and nothing herein shall be taken to
constitute or create a partnership, an agency or a joint venture among any of
the Parties.

20.      RIGHTS AND REMEDIES

All rights and remedies provided for in this Agreement are in addition to, and
not exclusive of, any other rights or remedies otherwise available at law or in
equity.

21.      COUNTERPARTS; FACSIMILE

This Agreement may be executed in one or more counterparts, each of which when
so executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same complete and executed agreement. This
Agreement may be executed and delivered by facsimile.

22.      FURTHER ASSURANCES

Each of the Parties hereto shall cooperate with the other and execute and
deliver to the other such instruments and documents and take such other actions
as may reasonably be requested from time to time in order to carry out, evidence
and confirm their respective rights and the intended purpose of this Agreement.

23.      EXPENSES

Each Party shall bear its own costs and expenses incurred in connection with the
negotiation, preparation and execution of this Agreement.

24.      THIRD-PARTY BENEFICIARIES

This Agreement is intended to be solely for the benefit of the Parties hereto
and is not intended to confer any benefits upon, or create any rights in favor
of, any Person other than the Parties hereto and Persons referred to in Section
8.2.


                                       21
<PAGE>   22


25.      NON-SOLICITATION

For a period of six (6) months following the termination of this Agreement,
VeloCom shall not directly induce or attempt to induce any person who is a then
current employee of Formus or any of its affiliates to (i) terminate such
employment or (ii) interfere with the business of Formus or its affiliates.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on
the day and year set forth above.


FORMUS COMMUNICATIONS, INC.                    VELOCOM INC.


BY:                                            BY:
   ----------------------------------             -----------------------------
NAME:                                          NAME:
TITLE:                                         TITLE:


                                       22
<PAGE>   23


                                  SCHEDULE "A"

--------------------------------------------------------------------------------
                              REQUEST FOR SERVICES

================================================================================

1.  DESCRIPTION OF EXPERTISE REQUIRED AND APPROXIMATE NUMBER OF CONSULTANTS
    REQUESTED


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


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


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

2.  EXPECTED DURATION


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

3.  DATE OF COMMENCEMENT


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

4.  LOCATION


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

5.  CONTACT PERSON AT VELOCOM INC.


    Name:
                        ------------------------------------

    Address:
                        ------------------------------------


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

    Telephone:
                        ------------------------------------

    Fax:
                        ------------------------------------


----------------------------------------------------
    AUTHORIZED VELOCOM INC. SIGNATORY


DATE:
     -----------------------------------

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


                                       23
<PAGE>   24


                                  SCHEDULE "B"


The documented Costs to be agreed to in an RFS Order shall be:

         - Agreed upon Daily Rate which is based on Consultant's actual salary
           and actual benefits (which shall not include any overhead costs);

         - Lodging expenses in accordance with VeloCom's travel and expense
           policy; and

         - Travel expenses in accordance with VeloCom's travel and expense
           policy.



                                       24
<PAGE>   25


                                  SCHEDULE "C"

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

                                    RFS ORDER


================================================================================

1.  NAME OF CONSULTANT


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


2.  DAILY RATE AND EXPENSE REIMBURSEMENT POLICY


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


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


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

3.  DATE OF COMMENCEMENT OF SERVICES


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


4.  DURATION OF SERVICES


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


5.  LOCATION(S)


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


6.  OTHER TERMS AND CONDITIONS OF RFS ORDER


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


-----------------------------------------
AUTHORIZED VELOCOM INC. SIGNATORY


DATE:
     --------------------------------------------------------


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


DATE:
     --------------------------------------------------------

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


                                       25
<PAGE>   26


                                     ANNEX I
                                    SERVICES

NETWORK PLAN

1.   Network Planning and Design:

o    Identification of network evolution plans (multimedia, broadband services,
     etc.);

o    Review of long-term network architecture;

o    Review of on-going requirements for switch, access, transport;

o    Analysis of evolution of operations support systems;

o    Assistance with request for quotations for new network requirements
     (multimedia, broadband services, etc.)

o    Analysis of supplier responses;

o    Input in negotiation of supplier contracts;

o    Review of network design;

o    Release of equipment orders;

o    Analysis of overall network and systems survivability; and

o    Review of emergency procedures (network & systems).

2.   Radio Frequency Plan:

o    Review and recommendation of spectrum requirements;

o    Spectrum management; and

o    Review of potential cellsite locations.

3.   Switch Sites:

o    Finalization of specific switch site leases;

o    Negotiation of lease arrangements;

o    Development of site modification plans;

o    Solicitation of bids for modifications; and

o    Monitoring of site modifications.

4.   Transport:

o    Identification of multimedia and broadband service needs;

o    Identification of transport route plans for cable/fiber/microwave
     facilities; and

o    Review of right-of-way alternative.

5.   Network Acceptance Process:

o    Review of acceptance process; and

o    Assistance with implementation of acceptance procedures.

6.   Project Management:

o    Assistance with coordination of training program.


                                       26
<PAGE>   27


7.   Data:

o    Assistance in ISP strategies and content development;

o    Assistance with IP LAN/WAN connectivity; and

o    Assistance in development and launch of VPNs.

8.   Operations:

o    Assistance in reviewing and designing maintenance procedures and programs;

o    Consultation of installation processes and procedures; and

o    Transfer and consultation with business rules and processes.

INFORMATION TECHNOLOGY

o    Evaluation of long term requirements to incorporate multimedia and
     broadband service;

o    Evaluation of corporate management information systems plan;

o    Evaluation of business support systems;

o    Evaluation of billing application;

o    Evaluation of customer care application;

o    Evaluation of network management systems;

o    Evaluation of request for quotations; and

o    Review of installation & acceptance.


                                       27