Network Product Purchase Agreement
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                                                                    Exhibit 10.1

                       NETWORK PRODUCTS PURCHASE AGREEMENT

Northern Telecom Inc., a Delaware corporation having offices at 4001 East Chapel
Hill-Nelson Highway, Research Triangle Park, North Carolina 27709 ("Nortel") and
D & E Communications, Inc., a Pennsylvania corporation, having its principal
offices and place of business at 130 East Main Street, Ephrata, Pennsylvania
17522-0458 ("Buyer") agree as follows:

1.       SCOPE

         1.1      Certain terms used in this Agreement shall be defined as set
                  forth in Exhibit A.

         1.2      The terms and conditions of this Agreement shall apply to the
                  purchase by Buyer and the sale by Nortel of Equipment and
                  Services and the licensing of Software furnished in connection
                  with such Equipment. The terms and conditions contained in a
                  Product Attachment shall modify and/or supplement the other
                  terms and conditions of this Agreement, only with respect to
                  the Product Line and Services described in the Product
                  Attachment.

         1.3      All Products and Services obtained by Buyer pursuant to this
                  Agreement shall be obtained by Buyer solely for initial use by
                  Buyer in its internal business to provide services available
                  through its networks, and not as stock in trade or inventory
                  which is intended for resale by Buyer to any third party as
                  new and unused material. All such Products shall be installed
                  in the United States.

2.       TERM

         2.1      This Agreement shall be in effect during the period that any
                  Product Attachment is in effect. Each Product Attachment shall
                  be in effect during its Product Attachment Term. This
                  Agreement or any part thereof may be terminated in accordance
                  with the express provisions of this Agreement concerning
                  termination or by written agreement of the parties.

         2.2      The termination of this Agreement or any part thereof shall
                  not affect the obligations of either party thereunder which
                  have not been fully performed with respect to any accepted
                  Order, unless such Order is expressly terminated in accordance
                  with this Agreement or by written agreement of the parties.


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3.       ORDERING

         All purchases pursuant to this Agreement shall be made by means of
         Orders issued from time to time by Buyer and accepted by Nortel in
         writing within fifteen (15) days. Otherwise, any such Order shall be
         deemed to be void. All Orders shall reference this Agreement and the
         applicable Product Attachment and shall be governed solely by the terms
         and conditions set forth herein as modified and/or supplemented
         pursuant to Section 1.2 by the terms and conditions of any applicable
         Product Attachments.

4.       PRICES

         4.1      The prices, charges, and fees applicable to Orders shall be
                  set forth in the appropriate Product Attachments and may be
                  revised in accordance with the provisions stated therein.
                  Buyer shall pay transportation charges, including insurance,
                  in accordance with the applicable Product Attachment.

         4.2      Buyer shall not sell, lease or otherwise transfer such
                  Products or any portion thereof or allow any liens or
                  encumbrances to attach to such Products or any portion thereof
                  prior to payment in full to Nortel of the total of all such
                  prices, charges, and fees.

5.       TERMS OF PAYMENT

         5.1      The amounts payable for Products and/or Services may be
                  invoiced by Nortel to Buyer in accordance with the applicable
                  Product Attachments. All amounts payable and properly invoiced
                  pursuant to this Agreement shall be paid by Buyer to Nortel
                  within thirty (30) days from the date of Nortel's invoice in
                  accordance with the payment instructions contained in such
                  invoice.

         5.2      Overdue payments, excluding those which are the subject of a
                  good faith dispute, shall be subject to interest charges,
                  calculated daily commencing on the 31st day after the date of
                  the invoice, at one and one half percent (1-1/2%) per month or
                  such lesser rate as may be the maximum permissible rate under
                  applicable law.

6.       TAXES

         Buyer shall at Nortel's direction promptly reimburse Nortel or pay
         directly to the applicable government or taxing authority all taxes and
         charges arising hereunder, including, without limitation, penalties and
         interest, except for taxes computed upon the net income of Nortel.
         Buyer's obligations pursuant to this Section 6 shall survive any
         termination of this Agreement.


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7.       RISK OF LOSS, TITLE

         7.1      Risk of loss or damage to Products shall pass to Buyer upon
                  delivery to the loading dock at the installation site or other
                  delivery location specified by Buyer in its Order, and Buyer
                  shall keep such Products fully insured for the total amount
                  then due Nortel for such Products.

         7.2      Good title to Equipment furnished hereunder which shall be
                  free and clear of all liens and encumbrances shall vest in
                  Buyer upon full payment by Buyer of the total prices, charges
                  and fees payable by Buyer for such Equipment and any related
                  Software or Services furnished by Nortel in connection with
                  such Equipment.

         7.3      Buyer shall receive a license to use Software subject to the
                  terms set forth in Exhibit B.

8.       TESTING, TURNOVER AND ACCEPTANCE

         8.1      If Nortel installs any Products furnished hereunder, the
                  rights and obligations of the parties with respect to testing,
                  turnover and acceptance of such Products shall be as set forth
                  in the applicable Product Attachment.

         8.2      If Nortel does not install Products furnished hereunder,
                  Nortel shall prior to delivery of the Products perform such
                  factory tests as Nortel determines to be appropriate in order
                  to confirm that such Products shall be in accordance with the
                  applicable Specifications. Buyer shall be deemed to have
                  accepted the Products upon completion of such tests.

         8.3      In the event that Buyer places Products into
                  revenue-generating service, such Products shall be deemed to
                  have been accepted by Buyer without limitation or restriction.

9.       DISCLAIMERS OF WARRANTIES AND REMEDIES

              THE WARRANTIES AND REMEDIES SET FORTH IN EXHIBIT D AND IN ANY
              PRODUCT ATTACHMENT CONSTITUTE THE ONLY WARRANTIES OF NORTEL WITH
              RESPECT TO THE PRODUCTS AND SERVICES AND BUYER'S EXCLUSIVE
              REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED. THEY ARE IN
              LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS
              OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF
              MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NORTEL SHALL
              NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
              NATURE WHATSOEVER, BEFORE OR AFTER THE PLACING OF ANY PRODUCT INTO
              SERVICE.

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                                              Network Product Purchase Agreement
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10.      LIABILITY FOR BODILY INJURY, PROPERTY DAMAGE AND PATENT
         INFRINGEMENT

         10.1     A party hereto shall defend the other party against any suit,
                  claim, or proceeding brought against the other party for
                  direct damages due to personal injuries (including death) or
                  damage to tangible property which allegedly result from the
                  negligence or willful misconduct of the defending party in the
                  performance of this Agreement. The defending party shall pay
                  all litigation costs, reasonable attorney's fees, settlement
                  payments and such direct damages awarded or resulting from any
                  such suit, claim or proceeding.

         10.2     Nortel shall defend Buyer against any suit, claim or
                  proceeding brought against Buyer alleging that any Products,
                  excluding Vendor Items, furnished hereunder infringe any
                  United States patent. Nortel shall pay all litigation costs,
                  reasonable attorney's fees, settlement payments and any
                  damages awarded or resulting from any such suit, claim or
                  proceeding. With respect to Vendor Items, Nortel shall assign
                  any rights with respect to infringement of U.S. patents
                  granted to Nortel by the supplier of such Vendor Items to the
                  extent of Nortel's right to do so. In addition, Nortel shall
                  indemnify Buyer with respect to the cost of defending any
                  infringement claim brought in the U.S. by any third party
                  against Buyer.
                            Redacted. Confidential treatment requested.

         10.3     The party entitled to defense pursuant to Section 10.1 or 10.2
                  shall promptly advise the party required to provide such
                  defense of the applicable suit, claim, or proceeding and shall
                  cooperate with such party in the defense or settlement
                  thereof. The party required to provide such defense shall have
                  sole control of the defense of the applicable suit, claim, or
                  proceeding and of all negotiations for its settlement or
                  compromise.

         10.4     If an injunction is obtained against Buyer's use of any
                  Products as a result of any suit, claim, or proceeding
                  described in Section 10.2, Nortel shall at Nortel's option use
                  its reasonable efforts to either:

                  10.4.1   procure for Buyer the right to continue using the
                           portions of the Products enjoined from use; or

                  10.4.2   replace or modify the same with equivalent or better
                           Products so that Buyer's use is not subject to any
                           such injunction.

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         10.5     If Nortel cannot perform under Section 10.4.1 or 10.4.2, Buyer
                  shall have the right to return the infringing Products to
                  Nortel upon written notice to Nortel, and in the event of such
                  return, neither party shall have any further liabilities or
                  obligations under this Agreement on account of such
                  infringement or return, except during the first year of the
                  Term, Nortel shall refund to Buyer the purchase price of such
                  Products and after the first year of the Term, Nortel shall
                  refund the depreciated value of such Products carried on
                  Buyer's books at the time of such return, less any outstanding
                  monies due Nortel hereunder.

         10.6     The obligations of Nortel hereunder with respect to any suit,
                  claim, or proceeding described in Section 10.2 shall not apply
                  with respect to Products which are (a) manufactured or
                  supplied by Nortel in accordance with any design or any
                  special instruction furnished by Buyer, (b) used by Buyer in a
                  manner or for a purpose not contemplated by this Agreement,
                  (c) located by Buyer outside the United States, or (d) used by
                  Buyer in combination with other products not provided by
                  Nortel, including, without limitation, any software developed
                  solely by Buyer through the permitted use of Products
                  furnished hereunder, provided the infringement arises from
                  such combination or the use thereof. Buyer shall indemnify and
                  hold Nortel harmless against any loss, cost, expense, damage,
                  settlement or other liability, including, but not limited to,
                  attorneys' fees, which may be incurred by Nortel with respect
                  to any suit, claim, or proceeding described in this Section
                  10.6.

         10.7     Notwithstanding the above, Nortel shall have no obligation or
                  liability with regard to any patent infringement suit, claim,
                  or proceeding that may be made or brought against Buyer (i)
                  alleging that method of use claims in such patent are
                  infringed by any service offering and/or by any use by Buyer
                  of Products furnished hereunder to make such service offering
                  available or (ii) resulting in a settlement payment, or award
                  of damages, or accounting of profits, where such settlement,
                  award, or accounting is based on the revenues or profits
                  earned or other value obtained by Buyer from its use of such
                  Products and/or is based on the lost revenues or profits of
                  third parties arising from Buyer's use of such Products.

         10.8     If Nortel determines that any Products are or may become the
                  subject of a suit, claim, or proceeding as described in
                  Section 10.7, Nortel may provide Buyer with notice to that
                  effect. Nortel shall have no liability to Buyer pursuant to
                  Section 10.2, 10.4, or 10.5 with respect to Buyer's use of
                  such Products which occurs subsequent to such notice. In
                  addition to its obligations pursuant to Section 10.3, if Buyer
                  becomes aware that any Products may become the subject of any
                  such suit, claim, or proceeding before receiving any such
                  notice from Nortel, Buyer shall provide Nortel with notice to
                  that effect.

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         10.9     After receipt of notice from Nortel pursuant to Section 10.8,
                  Buyer shall have the option to return to Nortel the applicable
                  Products identified in such notice and Nortel shall refund the
                  depreciated value (as carried on the books of Buyer) of the
                  returned Products to Buyer as more fully set forth in Section
                  10.5.

         10.10    The provisions of Sections 10.2 through 10.9 state the entire
                  liability of Nortel and its suppliers and the exclusive remedy
                  of Buyer with respect to any suits, claims, or proceedings of
                  the nature described in Section 10.2.

         10.11    Each party's respective obligations pursuant to this Section
                  shall survive any termination of this Agreement.

11.      REMEDIES AND LIMITATION OF LIABILITY

         11.1     Nortel shall have the right to suspend its performance by
                  written notice to Buyer and forthwith remove and take
                  possession of all Products that shall have been delivered to
                  Buyer, if, prior to payment to Nortel of any amounts due
                  pursuant to this Agreement with respect to such Products,
                  Buyer shall (a) become insolvent or bankrupt or cease, be
                  unable, or admit in writing its inability, to pay all debts as
                  they mature, or make a general assignment for the benefit of,
                  or enter into any arrangement with, creditors, (b) authorize,
                  apply for, or consent to the appointment of, a receiver,
                  trustee, or liquidator of all or a substantial part of its
                  assets or have proceedings seeking such appointment commenced
                  against it which are not terminated within ninety (90) days of
                  such commencement, or (c) file a voluntary petition under any
                  bankruptcy or insolvency law or under the reorganization or
                  arrangement provisions of the United States Bankruptcy Code or
                  any similar law of any jurisdiction or have proceedings under
                  any such law instituted against it which are not terminated
                  within ninety (90) days of such commencement.

         11.2     In the event of any material breach of this Agreement which
                  shall continue for thirty (30) or more days after written
                  notice of such breach (including a reasonably detailed
                  statement of the nature of such breach) shall have been given
                  to the breaching party by the aggrieved party, the aggrieved
                  party shall be entitled at its option to avail itself of any
                  and all remedies available at law or equity, except as
                  otherwise provided in this Agreement.

         11.3     Nothing contained in Section 11.2 or elsewhere in this
                  Agreement shall make Nortel liable for any incidental,
                  indirect, consequential or special damages of any nature
                  whatsoever for any breach of this Agreement whether the claims
                  for such damages arise in tort, contract, or otherwise, or
                  shall increase the liability of Nortel under Section 9 or 10
                  or Exhibit D beyond that prescribed therein.


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         11.4     Nortel shall not be liable for any additional costs, expenses,
                  losses or damages resulting from errors, acts or omissions of
                  Buyer, including, but not limited to, inaccuracy,
                  incompleteness or untimeliness in the provision of information
                  by Buyer to Nortel or fulfillment by Buyer of any of its
                  obligations under this Agreement. Buyer shall pay Nortel the
                  amount of any such costs, expenses, losses or damage incurred
                  by Nortel.

         11.5     Any action for breach of this Agreement or to enforce any
                  right hereunder shall be commenced within two (2) years after
                  the cause of action accrues or it shall be deemed waived and
                  barred, except any action for nonpayment by Buyer of any
                  prices, charges, or fees payable hereunder may be brought by
                  Nortel at any time permitted by applicable law.

         11.6     The limitations on Nortel's liability and other obligations
                  set forth in Sections 9, 10, and 11 shall survive any
                  termination of this Agreement.

12.      FORCE MAJEURE

         If the performance by a party of any of its obligations under this
         Agreement shall be interfered with by reason of any circumstances
         beyond the reasonable control of that party, including without
         limitation, unavailability of supplies or sources of energy, power
         failure, breakdown of machinery, or labor difficulties, including
         without limitation, strikes, slowdowns, picketing or boycotts, then
         that party shall be excused from such performance for a period equal to
         the delay resulting from the applicable circumstances and such
         additional period as may be reasonably necessary to allow that party to
         resume its performance. With respect to labor difficulties as described
         above, a party shall not be obligated to accede to any demands being
         made by employees or other personnel.

13.      CONFIDENTIAL INFORMATION

         13.1     Each party which receives the other party's Confidential
                  Information shall use reasonable care to hold such
                  Confidential Information in confidence and not disclose such
                  Confidential Information to anyone other than to its employees
                  and employees of its affiliates with a need to know. A party
                  that receives the other party's Confidential Information shall
                  not reproduce such Confidential Information, except to the
                  extent reasonably required for the performance of its
                  obligations pursuant to this Agreement and in connection with
                  any permitted use of such Confidential Information.

         13.2     Buyer shall take reasonable care to use Nortel's Confidential
                  Information only for study, operating, or maintenance purposes
                  in connection with Buyer's use of Products furnished by Nortel
                  pursuant to this Agreement.

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         13.3     Nortel shall take reasonable care to use Buyer's Confidential
                  Information only to perform Nortel's obligations to provide
                  Products and/or Services to Buyer, provided Nortel may use any
                  of Buyer's Confidential Information for the development,
                  manufacture, marketing and maintenance of new products and/or
                  services and/or changes or modifications to the existing
                  Products and/or Services, which Nortel may, in either case,
                  provide to third parties without restriction.

         13.4     The obligations of either party pursuant to this Section 13
                  shall not extend to any Confidential Information which
                  recipient can demonstrate through written documentation was
                  already known to the recipient prior to its disclosure to the
                  recipient, was known or generally available to the public at
                  the time of disclosure to the recipient, becomes known or
                  generally available to the public (other than by act of the
                  recipient) subsequent to its disclosure to the recipient, is
                  disclosed or made available in writing to the recipient by a
                  third party having a bona fide right to do so, or is required
                  to be disclosed by process of law, provided that the recipient
                  shall notify the disclosing party promptly upon any request or
                  demand for such disclosure.

         13.5     The parties' obligations pursuant to this Section 13 shall
                  survive any termination of this Agreement.

14.      BUYER'S RESPONSIBILITIES

         14.1     All sites at which the Products shall be delivered or
                  installed shall be prepared by Buyer in accordance with
                  Nortel's standards, including, without limitation,
                  environmental requirements.

         14.2     Buyer shall provide Nortel-designated personnel access to the
                  Products during the times deemed necessary by Nortel to
                  install, maintain and service the Products in accordance with
                  Nortel's obligations. Nortel personnel shall comply with
                  Buyer's reasonable site and security regulations, provided
                  Nortel receives written notice of any such regulations
                  reasonably in advance of the arrival of Nortel's personnel at
                  the site.

         14.3     Buyer shall provide reasonable working space and facilities,
                  including heat, light, ventilation, telephones, electrical
                  current, trash removal and other necessary utilities for use
                  by Nortel-designated maintenance personnel, and adequate
                  secure storage space, if required by Nortel, for Products and
                  materials. Buyer shall also provide adequate security for the
                  Products while on Buyer's site.

         14.4     Buyer shall obtain all necessary governmental permits
                  applicable to Buyer in connection with the installation,
                  operation, and maintenance of Products furnished hereunder,
                  excluding any applicable permits required in the normal course
                  of Nortel's doing business.

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         14.5     Any information which Nortel reasonably requests from Buyer
                  and which is necessary for Nortel to properly install or
                  maintain the Products shall be provided by Buyer to Nortel in
                  a timely fashion and in a form reasonably specified by Nortel.

15.      HAZARDOUS MATERIALS

         15.1     Prior to issuing any Order for Services to be performed at
                  Buyer's facilities, Buyer shall identify and notify Nortel in
                  writing of the existence of all Hazardous Materials which
                  Nortel may encounter during the performance of such Services,
                  including, without limitation, any Hazardous Materials
                  contained within any equipment to be removed by Nortel.

         15.2     If Buyer breaches its obligations pursuant to Section 15.1,
                  (a) Nortel may discontinue the performance of the appropriate
                  Services until all the applicable Hazardous Materials have
                  been removed or abated to Nortel's satisfaction by Buyer at
                  Buyer's sole expense, and (b) Buyer shall defend, indemnify
                  and hold Nortel harmless from any and all damages, claims,
                  losses, liabilities and expenses, including, without
                  limitation, attorneys' fees, which arise out of Buyer's breach
                  of such obligations. Buyer's obligations pursuant to this
                  Section 15.2 shall survive any termination of this Agreement.

16.      SUBCONTRACTING

         Nortel may subcontract any of its obligations under this Agreement, but
         no such subcontract shall relieve Nortel of primary responsibility for
         performance of its obligations.

17.      REGULATORY COMPLIANCE

         In the event of any change in the Specifications or Nortel's
         manufacturing or delivery processes for any Products as a result of the
         imposition of requirements by any government, Nortel may upon notice to
         Buyer, increase its prices, charges and fees to cover the added costs
         and expenses directly and indirectly incurred by Nortel as a result of
         such change.

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                                              Network Product Purchase Agreement
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18.      GENERAL

         18.1     If any of the provisions of this Agreement shall be invalid or
                  unenforceable under applicable law and a party deems such
                  provisions to be material, that party may terminate this
                  Agreement upon notice to the other party. Otherwise, such
                  invalidity or unenforceability shall not invalidate or render
                  this Agreement unenforceable, but this Agreement shall be
                  construed as if not containing the particular invalid or
                  unenforceable provision and the rights and obligations of the
                  parties shall be construed and enforced accordingly.

         18.2     A party shall not release without the prior written approval
                  of the other party any advertising or other publicity relating
                  to this Agreement wherein such other party may reasonably be
                  identified. In addition each party shall take reasonable
                  precautions to keep the existence and the contents of this
                  Agreement confidential so long as this Agreement remains in
                  effect and for a period of three (3) years thereafter, except
                  as may be reasonably required to enforce this Agreement or by
                  law.

         18.3     The construction, interpretation and performance of this
                  Agreement shall be governed by the laws of the State of North
                  Carolina, except for its rules with respect to the conflict of
                  laws.

         18.4     Neither party may assign or transfer this Agreement or any of
                  its rights hereunder without the prior written consent of the
                  other party, such consent not to be unreasonably withheld,
                  except Nortel may assign or transfer all or any part of this
                  Agreement or of its rights hereunder to any Affiliate without
                  Buyer's consent.


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         18.5     Notices and other communications shall be transmitted in
                  writing by certified United States Mail, postage prepaid,
                  return receipt requested, by guaranteed overnight delivery, or
                  by facsimile addressed to the parties as follows:

                  To Buyer:         D & E Communications, Inc.
                                    130 East Main Street
                                    P.O. Box 458
                                    Ephrata, Pennsylvania 17522-0458
                                    Attention: Mr. Greg Strunk

                  To Nortel:        Northern Telecom Inc.
                                    4001 East Chapel Hill-Nelson Highway
                  Research Triangle Park, North Carolina 27709
                   Attention: Vice President Marketing-IOC/CNG
                            Facsimile: (919) 992-5985

                  In addition, notices submitted by Buyer to Nortel specific to
                  any Product Attachment shall be delivered to the address
                  stated in the applicable Product Attachment along with a copy
                  submitted to Nortel at the address stated above.

                  Any notice or communication sent under this Agreement shall be
                  deemed given upon receipt, as evidenced by the United States
                  Postal Service return receipt Mail if given by certified
                  United States Mail, on the following business day if sent by
                  guaranteed overnight delivery, or on the transmission date if
                  given by facsimile during the receiving party's normal
                  business hours.

                  The address information listed for a party in this Section or
                  any Product Attachment may be changed from time to time by
                  that party by giving notice to the other as provided above.

         18.6     In the event of a conflict between the provisions of this
                  Agreement which are not contained in a Product Attachment and
                  the provisions of a Product Attachment, the provisions of the
                  Product Attachment shall prevail with respect to the Product
                  Line and Services described in that Product Attachment.

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

         18.8     Buyer shall not export any technical data received from Nortel
                  pursuant to this Agreement, or release any such technical data
                  with the knowledge or intent that such technical data will be
                  exported or transmitted to any country or to foreign


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                  nationals of any country, except in accordance with applicable
                  U.S. law concerning the exporting of such technical data.
                  Buyer shall obtain all authorizations from the U.S. government
                  in accordance with applicable law prior to exporting or
                  transmitting any such technical data as described above.

         18.9     Any changes to this Agreement may only be effected if agreed
                  upon in writing by duly authorized representatives of the
                  parties hereto. No agency, partnership, joint venture, or
                  other similar business relationship shall be or is created by
                  this Agreement.

         18.10    This Agreement, including all Product Attachments and Exhibits
                  constitutes the entire agreement of the parties with respect
                  to the subject matter hereof.

NORTHERN TELECOM INC.                      D & E COMMUNICATIONS, INC.


By: /s/ Matthew J. Desch                   By: /s/ Robert M. Lauman
   -------------------------------             -------------------------------
            (Signature)                                  (Signature)

Name: Matthew J. Desch                     Name: Robert M. Lauman
     -----------------------------              -------------------------------
              (Print)                                     (Print)

Title: President                           Title: Executive Vice President, COO
      ----------------------------               ------------------------------

Date: 4/10/97                              Date: March 20, 1997
     -----------------------------              -------------------------------




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                                              Network Product Purchase Agreement
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                                    EXHIBIT A

                                   DEFINITIONS

         As used in the Agreement (as defined below), the following initially
         capitalized terms shall have the following meanings:

         "Affiliate" shall mean Nortel's parent corporation, Northern Telecom
         Limited and any corporation controlled directly or indirectly by
         Northern Telecom Limited through the ownership or control of shares or
         other securities in such corporation.

         "Agreement" shall mean the Agreement to which this Exhibit is attached,
         and all Exhibits and Product Attachments.

         "Confidential Information" shall mean all information, including,
         without limitation, specifications, drawings, documentation, know-how
         and pricing information, of every kind or description which may be
         disclosed by either party or an Affiliate to the other party in
         connection with this Agreement, provided the disclosing party shall
         clearly mark any such information which is disclosed in writing as the
         confidential property of the disclosing party and the disclosing party
         shall identify the confidential nature of any such information which it
         orally discloses at the time of such disclosure and shall provide a
         written summary of the orally disclosed information to the recipient
         within fifteen (15) days of such disclosure.

         "Equipment" shall mean the hardware listed or otherwise identified in,
         or pursuant to, any Product Attachment.

         "Exhibits" shall mean Exhibits A, B, C, and D attached hereto, and any
         additional Exhibits which Nortel and Buyer subsequently agree in
         writing shall be incorporated into, and made a part of the Agreement by
         reference.

         "Hazardous Materials" shall mean any pollutants or dangerous, toxic or
         hazardous substances (including, without limitation, asbestos) as
         defined in, or pursuant to, the OSHA Hazard Communication Standard (29
         CFR Part 1910, Subpart Z), the Resource Conservation and Recovery Act
         of 1976 (42 USC Section 6901, et seq.), the Toxic Substances Control
         Act (15 USC Section 2601, et seq.), the Comprehensive Environmental
         Response Compensation and Liability Act (42 USC Section 9601, et seq.),
         and any other federal, state or local environmental law, ordinance,
         rule or regulation.

         "Order" shall mean a written purchase order issued by Buyer to Nortel.
         Each Order shall specify on the face of the Order the types and
         quantities of Products and/or Services to be furnished by Nortel
         pursuant to the Order, the applicable prices, charges and/or fees with
         respect to such Products and/or Services, Buyer's facility to which the
         Products are to be



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         delivered, the delivery and/or completion schedule, and any other
         information which may be required to be included in an Order in
         accordance with the provisions of this Agreement.

         "Product Attachments" shall mean any Product Attachments which the
         parties agree in writing shall be incorporated into, and made a part
         of, this Agreement.

         "Product Attachment Term" shall mean the period specified in a Product
         Attachment during which that Product Attachment shall be in effect.

         "Product Line" shall mean the Products described in and which may be
         furnished pursuant to a specific Product Attachment.

         "Products" shall mean any Equipment and/or Software which may be
         provided under this Agreement.

         "Services" shall mean all services listed or otherwise identified in,
         or pursuant to, any Product Attachment which may be purchased from or
         provided by Nortel and which are associated with the Product Line
         described in that Product Attachment.

         "Software" shall mean (a) programs in machine-readable code or firmware
         which (i) are owned by, or licensed to, Nortel or any of its
         Affiliates, (ii) reside in Equipment memories, tapes, disks or other
         media, and (iii) provide basic logic operating instructions and user-
         related application instructions, and (b) documentation associated with
         any such programs which may be furnished by Nortel to Buyer from time
         to time.

         "Specifications" shall mean, with respect to any Product Line, the
         specifications identified in the applicable Product Attachment,
         provided Nortel shall have the right at its sole discretion to modify,
         change or amend such specifications at any time.

         "Third Party Software Vendor" shall mean any supplier of programs
         contained in the Software which is not an Affiliate.

         "Vendor Items" shall mean, with respect to a Product Line, those
         portions of the Product which are identified in the applicable Product
         Attachment as Vendor Items.

         "Warranty Period" shall mean, with respect to a Product Line, the
         Warranty Period specified in the applicable Product Attachment.



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                                    EXHIBIT B

                                SOFTWARE LICENSE

         1.    Buyer acknowledges that the Software may contain programs which
               have been supplied by, and are proprietary to, Third Party
               Software Vendors. In addition to the terms and conditions herein,
               Buyer shall abide by any additional terms and conditions provided
               by Nortel to Buyer with respect to any Software provided by any
               Third Party Software Vendor.

         2.    Upon Buyer's payment to Nortel of the applicable fees with
               respect to any Software furnished to Buyer pursuant to this
               Agreement, Buyer shall be granted a personal, non-exclusive,
               paid-up license to use the version of the Software furnished
               to Buyer only in conjunction with Buyer's use of the Equipment
               with respect to which such Software was furnished for the life
               of that Equipment as it may be repaired or modified. Buyer
               shall be granted no title or ownership rights to the Software,
               which rights shall remain in Nortel or its suppliers.

         3.    As a condition precedent to this license and to the supply of
               Software by Nortel pursuant to the Agreement, Nortel requires
               Buyer to give proper assurances to Nortel for the protection of
               the Software. Accordingly, all Software supplied by Nortel under
               or in implementation of the Agreement shall be treated by Buyer
               as the exclusive property, and as proprietary and a TRADE SECRET,
               of Nortel and/or its suppliers, as appropriate, and Buyer shall:
               a) hold the Software, including, without limitation, any methods
               or concepts utilized therein in confidence for the benefit of
               Nortel and/or its suppliers, as appropriate; b) not provide or
               make the Software available to any person except to its employees
               on a 'need to know' basis; c) not reproduce, copy, or modify the
               Software in whole or in part except as authorized by Nortel; d)
               not attempt to decompile, reverse engineer, disassemble, reverse
               translate, or in any other manner decode the Software; e) issue
               adequate instructions to all persons, and take all actions
               reasonably necessary to satisfy Buyer's obligations under this
               license; and f) forthwith return to Nortel, or with Nortel's
               consent destroy, any magnetic tape, disc, semiconductor device or
               other memory device or system and/or documentation or other
               material, including, but not limited to all printed material
               furnished by Nortel to Buyer which shall be replaced, modified or
               updated.

         4.    The obligations of Buyer hereunder shall not extend to any
               information or data relating to the Software which is now
               available to the general public or becomes available by reason of
               acts or failures to act not attributable to Buyer.


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                                              Network Product Purchase Agreement
                                                                          Page 2


         5.    Buyer shall not assign this license or sublicense any rights
               herein granted to any other party without Nortel's prior written
               consent.

         6.    Buyer shall indemnify and hold Nortel and its suppliers, as
               appropriate, harmless from any loss or damage resulting from a
               breach of this Exhibit B. The obligations of Buyer under this
               Exhibit B shall survive the termination of the Agreement and
               shall continue if the Software is removed from service.






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                                              Network Product Purchase Agreement
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                                    EXHIBIT C

                                     STORAGE


If Buyer notifies Nortel prior to the scheduled shipment date of Products that
Buyer does not wish to receive such Products on the date agreed by the parties,
or the installation site or other delivery location is not prepared in
sufficient time for Nortel to make delivery in accordance with such date, or
Buyer fails to take delivery of any portion of such Products, Nortel may place
the applicable Products in storage. In that event Buyer shall be liable for all
additional costs thereby incurred by Nortel. Delivery by Nortel of any Products
to a storage location as provided above shall be deemed to constitute delivery
of the Products to Buyer for purposes of this Agreement, including, without
limitation, provisions for payment, invoicing, passage of risk of loss, and
commencement of the Warranty Period.





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                                              Network Product Purchase Agreement
                                                                          Page 1



                                    EXHIBIT D

                         LIMITED WARRANTIES AND REMEDIES

1.    Nortel warrants that the Equipment supplied hereunder will under normal
      use and service be free from defective material and faulty workmanship and
      will conform to the applicable Specifications for the Warranty Period
      specified in the Product Attachment with respect to such Equipment. The
      foregoing warranty shall not apply to items normally consumed in
      operation, such as, but not limited to, lamps and fuses or to Vendor
      Items. Any installation Services performed by Nortel with respect to such
      Equipment shall be free from defects in workmanship for the Warranty
      Period set forth in the applicable Product Attachment.

2.    Nortel's sole obligation and Buyer's exclusive remedy under the warranty
      set forth in Section 1 above shall be limited to the replacement or
      repair, at Nortel's option and expense, of the defective Equipment, or
      correction of the defective installation Services. Replacement Equipment
      may be new or reconditioned at Nortel's option.

3.    Nortel warrants that any Software licensed by Nortel to Buyer under this
      Agreement shall function during the Warranty Period of the Equipment with
      respect to which such Software is furnished without any material,
      service-affecting nonconformance to the applicable Specifications,
      provided that Buyer shall have paid all Software support fees specified in
      the applicable Product Attachment. If the Software fails to so function,
      Buyer's sole remedy and Nortel's sole obligation under this warranty is
      for Nortel to correct such failure through, at Nortel's option, the
      replacement or modification of the Software or such other actions as
      Nortel reasonably determines to be appropriate.

4.    Unless otherwise stated in a Product Attachment, (a) Nortel's warranties
      in Section 3 above shall only apply to the portion of the Software
      actually developed by Nortel or its Affiliates, (b) all other Software
      shall be provided by Nortel "AS IS", (c) Nortel shall assign to Buyer on a
      nonexclusive basis any warranty on such other Software provided to Nortel
      by the developer of such other Software to the extent of Nortel's legal
      right to do so.

5.    The obligations and remedies set forth in Sections 1, 2, and 3 above shall
      be conditional upon: the Equipment not having been altered or repaired,
      the Software not having been modified, and the Products not having been
      installed outside the United States; any defect or nonconformance not
      being the result of mishandling, abuse, misuse, improper storage, improper
      performance of installation, other services, maintenance or operation by
      other than Nortel (including use in conjunction with any product which is
      incompatible with the applicable Equipment or Software or of inferior
      performance), and/or any error, act, or omission of Buyer described in
      Section 11.4; the Product not having been damaged by fire, explosion,
      power failure, power surge, or other power irregularity, lightning,
      failure



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                                              Network Product Purchase Agreement
                                                                          Page 2


      to comply with all applicable environmental requirements for the Products
      specified by Nortel or any other applicable supplier, such as but not
      limited to temperature or humidity ranges, or any act of God, nature or
      public enemy; and written notice of the defect having been given to Nortel
      within the applicable Warranty Period.

6.    The performance by Nortel of any of its obligations described in Section 2
      or 3 of this Exhibit D shall not extend the applicable Warranty Period
      except to the extent specified in the applicable Product Attachment.

7.    Upon expiration of the applicable Warranty Period for Equipment
      furnished hereunder, repair and replacement Service for such Equipment
      shall be available to Buyer from Nortel in accordance with Nortel's
      then-current terms, conditions and prices. Such repair and replacement
      Service and notice of any discontinuance of such repair and replacement
      Service shall be available for a minimum period set forth in the
      Product Attachment applicable to such Equipment. This provision shall
      survive the expiration of this Agreement.

8.    Unless Nortel elects to repair or replace defective Equipment at Buyer's
      facility, all Equipment to be repaired or replaced, whether in or out of
      warranty, shall be packed by Buyer in accordance with Nortel's
      instructions stated in the applicable Product Attachment and shipped at
      Buyer's expense and risk of loss to a location designated by Nortel.
      Replacement Equipment shall be returned to Buyer at Nortel's expense and
      risk of loss. Buyer shall ship the defective Equipment to Nortel within
      thirty (30) days of receipt of the replacement Equipment. In the event
      Nortel fails to receive such defective Equipment within such thirty (30)
      day period, Nortel shall invoice Buyer for the replacement Equipment at
      the then-current price in effect therefor.

9.    With respect to any Vendor Item furnished by Nortel to Buyer pursuant to
      this Agreement, Nortel shall assign to Buyer on a nonexclusive basis any
      warranty granted by the party that supplied such Vendor Item to Nortel to
      the extent of Nortel's right to do so.

10.   Neither Nortel nor Nortel's suppliers, as appropriate, shall have any
      responsibility for warranties offered by Buyer to any of its customers.
      Buyer shall indemnify Nortel and Nortel's suppliers, as appropriate, with
      respect thereto.