SMARTSHARE
SYSTEM
PURCHASE
AGREEMENT
BY AND
BETWEEN
METAWAVE
COMMUNICATIONS CORPORATION
AND
CROWN CASTLE
MW CORP.
FEBRUARY 26,
2002

* Certain information in this document has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.

# SmartShare
Program Plan

---

|                                                          |                                     |   
|--------------------------------------------------------- | ----------------------------------- | --
|TABLE OF CONTENTS                                         |                                    
|1                                                         | AGREEMENT                           | 1 
|2                                                         | DEFINATIONS                         | 1 
|3                                                         | TERM                                | 5 
|4                                                         | SCOPE OF DEVELOPMENT                | 5 
|5                                                         | INTELLECTUAL PROPERTY RIGHTS        | 7 
|6                                                         | LICENSES/BANKRUPTCY                 | 8 
|7                                                         | TESTING AND VERIFICATION PROCEDURES | 9 
|8                                                         | PRODUCT PURCHASE                    | 10
|9                                                         | PURCHASE ORDERS                     | 15
|10                                                        | SHIPPING/TITLE/RISK OF LOSS         | 19
|11                                                        | INVOICE AND PAYMENT                 | 22
|12                                                        | WARRANTY                            | 24
|13                                                        | INFRINGEMENT INDEMNITY              | 25
|14                                                        | TERMINATION                         | 27
|15                                                        | TRADEMARKS                          | 30
|16                                                        | SERVICE AGREEMENT                   | 30
|17                                                        | CONFIDENTIALITY                     | 30
|18                                                        | LEGAL RELATIONSHIP                  | 32
|19                                                        | ASSIGNMENT                          | 32
|20                                                        | NOTICES                             | 32
|21                                                        | COMPLIANCE WITH LAWS/EXPORT         | 33
|22                                                        | FORCE MAJEURE                       | 33
|23                                                        | GOVERNING LAW/DISPUTE RESOLUTION    | 34
|24                                                        | PUBLICITY                           | 35
|25                                                        | WAIVER                              | 35
|26                                                        | DISCLAIMER OF CONSEQUENTIAL DAMAGES | 35
|27                                                        | SEVERABILITY                        | 36
|28                                                        | ENTIRETIES                          | 36
|29                                                        | SURVIVAL                            | 36
|30                                                        | AMENDMENTS                          | 36
|31                                                        | CONSTRUCTION                        | 36
|32                                                        | FURTHER ASSURANCES                  | 37
|33                                                        | COUNTERPARTS                        | 37
|34                                                        | TERRITORY                           | 37
|35                                                        | TIME IS OF THE ESSENCE              | 1 
|Exhibit A - Statement of Work and Project Milestones      |                                    
|Exhibit B - Product Specifications                        |                                    
|Exhibit C - Performance Acceptance Criteria and Procedure |                                    
|Exhibit D - Products Price List                           |                                    
|Exhibit E -Ancillary Product Price List                   |                                    
|Exhibit F -
Design Package Escrow Agreement               |                                    
|Appendix 1 - Purchase Order                               |                                    

THIS SMARTSHARE SYSTEM
PURCHASE AGREEMENT (together with all its Exhibits and attachments, the
"Agreement") by and between Metawave Communications
Corporation, a Delaware corporation, having its principal place of business at
10735 Willows Road NE, Redmond, Washington 98052
("Metawave"), and Crown Castle MW Corp., a Delaware
corporation, having a place of business at 510 Bering Drive, Suite 500, Houston,
TX 77057 ("Crown"), effective as of the 26th day of
February, 2002 ("Effective Date").

The Parties, in
consideration of the mutual covenants, agreements and promises of the other set
forth in this Agreement and intending to be legally bound, agree as follows:

## 1   AGREEMENT

Crown designs, deploys,
owns and operates wireless communications sites that are outsourced to multiple
wireless network operators and Metawave designs, develops, manufactures and
sells spectrum management systems to increase capacity of wireless networks.
Metawave desires to develop, test and market the SmartShare System. After the
development and testing thereof, Metawave agrees to sell to Crown the Products
and Ancillary Products that incorporate the SmartShare System in accordance with
the terms and conditions hereof and at the Purchase Prices set forth herein.

## 2   DEFINITIONS

As used in this Agreement, the following terms shall have
the meanings set forth below:

"2+2 Product" shall mean a set of two antennae per sector (or 6
antennae per installation) that supports multiple FCC Cellular and PCS frequency
bands operating simultaneously pursuant to the specifications set forth in
Exhibit B.

"Ancillary
Products"shall mean the ancillary products set forth in
Exhibit E that relate to the Products, such as Personality Cards and PCS
filter assemblies.

"Affiliate"
shall mean any partnership, corporation or other entity directly or indirectly
Controlling, Controlled by or under common Control with a Party.

"Confidential Information"shall have the meaning set forth in
Section 17.

"Control""Controlling" and
"Controlled"shall mean the right to directly or indirectly
control the management and policies, by law or contract, of such organization.

"Crown
Forecast" shall mean the non-binding rolling four-quarter
forecast provided by Crown to Metawave and updated on a quarterly basis setting
forth Crown's estimate of its Product requirements (other than the Initial
Order) with the anticipated delivery date for such requirements.

"Crown
Infrastructure" shall mean the equipment located at Crown's
wireless communications sites that is owned by Crown and outsourced to wireless
network operators, excluding the Prototypes, Initial Commercial Products,
Products or Ancillary Products, as the case may be, and any property owned by
the wireless network operators.

"Crown Specifications" shall have the
meaning set forth in Section 4.4.

"Crown ICP Date Termination"shall have the
meaning set forth in Section 8.1.

"Event of Default"shall have the meaning set
forth in Section 14.1. "FCC" shall mean the Federal Communications Commission
and any successor thereto.

"Follow-on
Order" shall mean any Purchase Order submitted from time to time
following issuance of the Initial Order.

"ICP Confirmation Date"
shall have the meaning set forth in Section 8.1.



"ICP Delivery
Date" shall mean the date upon which Metawave will deliver the
Initial Commercial Products to Crown, which date shall be no later than
September 30, 2002. Pursuant to Section 8.1, Metawave may inform Crown in
writing that the anticipated ICP Delivery Date shall be on a date earlier than
September 30, 2002.

"Initial Commercial
Products" ("ICP") shall mean the first [***] commercial
products and related components provided pursuant to the Initial Order in
accordance with Exhibit B, which shall be evaluated during the
Performance Evaluation Period pursuant to the Product Performance Criteria.

"Initial Change Order Forecast" shall have the meaning set forth in
Section 9.8.

"Initial
Order" shall mean the Purchase Order issued by Crown for 300
Products (unless reduced to 100 Products as set forth below) to be delivered by
Metawave to Crown over a 90-day period commencing after the date of Performance
Acceptance, provided that Metawave shall deliver no less than one hundred (100)
Products during each 30-day period on the delivery dates specified by Crown (if
applicable, the delivery of such Products during each 30-day period shall be
referred to herein as a "Tranche"). If Crown elects to
lower the number of Products in the Initial Order to 100 Products pursuant to
Section 8.1, Metawave shall deliver the 100 Products over a 60-day period
commencing after the date of Performance Acceptance, provided that Metawave
shall deliver no less than fifty (50) Products during each 30-day period on the
delivery dates specified by Crown (if applicable, the delivery of such Products
during each 30-day period shall be referred to herein as a
"Tranche"). Notwithstanding the foregoing, if Crown
requests that Metawave deliver more than one hundred (100) Products or fifty
(50) Products, as applicable, during a particular 30-day period, the requirement
to deliver one hundred (100) or fifty (50) Products, as applicable, in the
subsequent 30-day period shall be reduced by the amount of Product delivered in
the preceding 30-day period which exceeds the minimum requirement of one hundred
(100) Products or fifty (50) Products, as applicable. For purposes of the
definition of "Initial Order", notwithstanding the definition of "Products", the
Parties acknowledge that the Initial Order may or may not include PCS Expansion
Antennas and Tenant Expansion Kits, which may be ordered by Crown in its sole
discretion.

"Initial
Term" shall mean the period of time commencing on the Effective
Date and terminating on the seventh anniversary of the date of Performance
Acceptance.

"Intellectual
Property Rights" shall mean all intellectual property rights,
including (i) any patent, patent application, trademark (whether registered or
unregistered), trademark application, trade name, service mark (whether
registered or unregistered), service mark application, copyright (whether
registered or unregistered), copyright application, trade secrets, Confidential
Information, know-how, process, technology, development tool, ideas, concepts,
design right, moral right, data base right, methodology, algorithm, or
invention, (ii) any right to use or exploit any of the foregoing, and (iii) any
other proprietary right or intangible asset.

"Liquidated Damages"
shall have the meaning set forth in Section 14.4.

"Parties"
 shall mean Crown and Metawave, their
successors and assigns as permitted by this Agreement.
"Party" shall mean Crown or Metawave, their successors and
assigns as permitted by this Agreement, as applicable.

"PCS Expansion
Antenna"shall mean a PCS antenna, which is used to add a 3rd
and 4th PCS tenant to a Product.

"PCS
Product" shall mean a set of two antennae per sector (or 6
antennae per installation) that supports 2 FCC PCS frequency bands operating
simultaneously pursuant to the specifications set forth in Exhibit B.

"Performance
Acceptance" shall apply to the Initial Commercial Products only
and shall mean the Parties' mutual certification that the Initial Commercial
Products satisfy the Product Performance Criteria set forth in Exhibit C.

"Performance
Evaluation Period" shall mean a period of thirty (30) days that
commences on the day after Crown notifies Metawave that the Initial Commercial
Products have been installed, are operational for testing purposes and are ready
for evaluation in accordance with the Product Performance Criteria set forth in
Exhibit C.

"Personality
Cards" shall mean the individual cards to be used in conjunction
with the Products and which define the Product's coverage and service area
performance.

"Product" or "Products" shall
mean the commercial version of the products produced after Performance
Acceptance that incorporate the SmartShare System developed under this
Agreement, and any components of such System, including the list of SmartShare
System components and documentation set forth in Exhibit B. Products
shall include all enhancements, variations and subsequent versions of the
SmartShare System or any additional product(s) set forth in any amendments
thereto as may be subsequently agreed to from time to time by Metawave and
Crown. The Products available under this Agreement include the 2+2 Product, PCS
Product, the PCS Expansion Antenna and Tenant Expansion Kit set forth in
Exhibit D.

"Product Performance
Criteria" shall mean the technical performance measures set forth
in Exhibit C to be used for the evaluation of the Initial Commercial
Products during the Performance Evaluation Period.

"Product
Specifications" shall mean the features and specifications set
forth in Exhibit B, which incorporate the Crown Specifications, as may be
amended from time to time by Metawave; provided, however, that any changes to
the Crown Specifications, shall be discussed and approved in advance by Crown,
which approval shall not be unreasonably withheld.

"Prototypes
" shall mean the 2+2 and PCS prototype
product versions (and related components) of the SmartShare System.

"Prototype Field
Testing" or "Field Trials" shall mean the
test procedures used and services provided to evaluate the performance of the
Prototypes as integrated into the Crown Infrastructure.

"Prototype
Performance Criteria" shall mean the technical performance
measures set forth in Exhibit C to be used for the evaluation of the
Prototypes.

"Purchase
Order" shall mean any purchase order that Crown may submit to
Metawave for the purchase of Products and/or Ancillary Products, which shall be
subject to the terms and conditions of this Agreement, the agreed form of which
is substantially as attached hereto as Appendix 1.

"Purchase
Price" shall mean the price of the Products and the Ancillary
Products shown in Exhibits D and E or any other amount set forth in any
amendments to Exhibits D and E as may be subsequently agreed to from time
to time by Metawave and Crown. All prices shown therein are in U.S. dollars.

"Renewal Term"shall have the meaning set forth in Article 3.

"Shared
Infrastructure" shall mean a system, which has the capability of
allowing multiple wireless operators to share a common antenna system among
multiple FCC frequencies.

"SmartShare
System" shall mean the Shared Infrastructure including all
components included within the Products and the Ancillary Products to be
developed and delivered hereunder pursuant to the specifications in Exhibit
B. The defined term "SmartShare System" shall include all enhancements,
variations and subsequent generation products thereof.

"Statement of
Work" means the plan set forth in Exhibit A, which
establishes project deliverables, timetable, and the responsibilities and
obligations of Crown and Metawave in the development and testing of the
SmartShare System.

"Subsequent Change Order Forecast" shall have the
meaning set forth in Section 9.8.

"Tenant Expansion
Kit" shall mean a tenant kit containing six Personality Cards,
duplexers, combiners and, if required, a filter assembly.

"Term"shall have the meaning set forth in Article 3.

"Upgrades"shall have the meaning
set forth in Section 4.5.

"Warranty
Period" shall mean with respect to each Product and Ancillary
Product, the period of time that ends on the earlier of the [***] month
anniversary of the date of installation of each Product or Ancillary Product, as
applicable, or the [***] month anniversary of the date of delivery and
acceptance (in accordance with Section 10.3) of each Product or Ancillary
Product, as applicable (except in the case of the Initial Commercial Products,
which are warranted for a period of [***] months from the date of
Performance Acceptance).

## 3   TERM

This Agreement is effective
on the Effective Date and shall continue in full force and effect for the
Initial Term, unless terminated earlier as permitted by this Agreement. Upon
expiration of the Initial Term, this Agreement shall automatically renew for
successive, additional two (2) year renewal terms (each a "Renewal
Term"), unless either Party provides written notice of its intent
to terminate at least sixty (60) days in advance of the expiration of the
Initial Term or the Renewal Term (as applicable). The Initial Term together with
any Renewal Terms is referred to in this Agreement collectively as the
"Term".

## 4  SCOPE OF DEVELOPMENT

4.1 Development.
Metawave will develop the SmartShare System, Prototypes, Initial Commercial
Products, Products, Ancillary Products and documentation described in Exhibit
A in accordance with the Product Specifications in Exhibit B and the
project milestones set forth in Exhibit A. Metawave will produce the
Prototype units, the Initial Commercial Products and, subject to Performance
Acceptance, the Products and Ancillary Products.

4.2 Crown Financial
Obligations During Development. Crown shall have no financial obligations to
Metawave relating to the development or production (except as expressly
contemplated in Section 9.5) of the SmartShare System, the Prototypes, the
Initial Commercial Products, the Ancillary Products, the Products or otherwise,
except Crown's internal costs and expenses incurred relating to Crown's
participation in the development of the SmartShare System.

4.3 Reports.
Commencing on the Effective Date, until all testing is completed and commercial
production of the Products (excluding the Initial Commercial Products) and
Ancillary Products has commenced, Metawave shall keep Crown regularly informed
of the progress of the development of the SmartShare System, the Prototypes, the
Initial Commercial Products, the Ancillary Products and the Products by
providing Crown with biweekly reports (in a format and content to be mutually
agreed upon by the Parties) on the progress of the planned and actual
development, testing, and production of said items. If at any time during the
Term, Metawave commences development, testing or production of (i) enhancements,
variations, new versions or subsequent generations of or Upgrades to the
Products or the Ancillary Products or (ii) any new Shared Infrastructure
products or replacement products as contemplated in Sections 4.4 and 4.5 below,
Metawave shall resume delivery of the above referenced biweekly reports to Crown
until all testing is completed and commercial production of said item has
commenced. Metawave shall contact Crown upon reasonable request to discuss the
matters set forth in such biweekly reports. In addition, during the Term,
Metawave shall convey to Crown any customer concerns or other input received
from such customers in connection with the development of the SmartShare System,
the Prototype, the Initial Commercial Products, the Products and the Ancillary
Products, provided, however, that the obligation to discuss such information
with Crown shall be subject to any confidentiality obligations.

4.4 Crown
Specifications. Crown shall provide Metawave with a mutually agreeable set
of minimum functionality and specifications required by Crown for the SmartShare
System ("Crown Specifications"), which shall be incorporated into the Product
Specifications. Metawave agrees to develop a SmartShare System that meets the
Product Specifications. In the event that Metawave develops any features or
capabilities which may improve the functionality of the SmartShare System or
which may exceed the quality, performance or capabilities of any of the Crown
Specifications ("Enhanced Features"), Metawave shall discuss such Enhanced
Features and the associated costs related to same with Crown. Crown may, in its
sole discretion, request that Metawave incorporate such Enhanced Features into
the Products and/or the Ancillary Products to be purchased in the Initial Order;
provided, that such Enhanced Features will be tested with the SmartShare System
during the Prototype Field Testing. To the extent that Crown does not desire the
Enhanced Features, but Metawave does desire the Enhanced Features, then, to the
extent such Enhanced Features are demonstrated, to Crown's reasonable
satisfaction, to not conflict with or affect the Product Specifications,
Metawave may add the Enhanced Features to the Products and/or the Ancillary
Products. Crown shall not, however, be obligated to pay any additional amount
for such Enhanced Features in excess of the prices set forth in Exhibits D
and E hereof, as the case may be.

4.5 Product Upgrades;
New Shared Infrastructure Products. Following the Initial Order, if Metawave
develops any new Enhanced Features, product features or capabilities
("Upgrades") to the SmartShare System, or if Metawave develops any alternative
products for Shared Infrastructure applications, Metawave shall notify Crown of
such Upgrades or new Shared Infrastructure products, and offer such Upgrades or
Shared Infrastructure products to Crown under substantially similar terms and
conditions as contemplated in this Agreement (but not including (i) any
liquidated damages clauses with respect to the failure to deliver any initial
products or (ii) exclusivity clauses); provided, however, that Metawave shall
not be obligated to offer Crown with substantially similar terms and conditions
as contemplated in this Agreement for those Shared Infrastructure products where
the development effort for same was initiated by an unsolicited third party.
Metawave shall discuss with Crown the technical feasibility of adopting or using
any Upgrades with the Products, Ancillary Products or the Shared Infrastructure
products, as the case may be, the cost impact associated with same, and the
mutually acceptable plans for testing the Product and/or Ancillary Products
containing the Upgrades or the Shared Infrastructure products, as the case may
be. In the event that Crown elects, in its sole discretion, to purchase
replacement products (in the event of a discontinued product), the Upgrades or
the new Shared Infrastructure products, the definition of "Products" and/or
"Ancillary Products" shall be amended to include the replacement products,
Upgrades or the products with the new Shared Infrastructure applications, as the
case may be, and this Agreement shall be amended to include those replacement
products, Upgrades and/or Shared Infrastructure products, with appropriate
modifications to provide Crown with the benefits of all the preferential rights
contemplated herein (e.g., providing a revised Exhibit D or E with
preferential pricing for the Product and/or Ancillary Product containing the
Upgrades or the new Shared Infrastructure product). To the extent Crown declines
any Upgrades to the Products and/or the Ancillary Products, Metawave may produce
the Product and/or Ancillary Product containing the Upgrades in question, but in
any event, it shall also continue producing and selling to Crown the Products
and/or Ancillary Products without the Upgrades in question at the Purchase Price
previously being paid by Crown. In the event that Metawave would like to
discontinue a Product or Ancillary Product sold to Crown under this Agreement,
then prior to proceeding with any such discontinuation, Metawave shall make
available for sale to Crown a suitable replacement product acceptable to Crown,
which shall be subject to mutually acceptable testing as set forth above, at the
lesser of (i) the same price as the to-be discontinued Product or Ancillary
Product, as applicable, or (ii) the new price for the replacement product. If no
suitable replacement is provided to Crown, Metawave shall continue to produce
and sell the Products and/or the Ancillary Products in question at the Purchase
Price previously being paid by Crown.

## 5   INTELLECTUAL
PROPERTY RIGHTS

Following the Effective
Date, any Intellectual Property Rights (other than any Intellectual Property
Rights that are licensed to Metawave pursuant to Section 6.1 below) developed
with respect to the SmartShare System, the Products and the Ancillary Products
developed or sold under this Agreement by Metawave shall be the property of
Metawave unless Crown can rebut such presumption of ownership in accordance with
applicable law.

## 6   
LICENSES/BANKRUPTCY

6.1 License to
Metawave. Crown hereby grants to Metawave an irrevocable, non-exclusive,
perpetual, worldwide license to the Intellectual Property Rights of Crown
disclosed to Metawave and utilized in the Products, Ancillary Products and the
SmartShare System developed and sold by Metawave pursuant to this Agreement for
the purposes of developing, testing, making, having made, using, copying,
enhancing, modifying, preparing derivative works, selling, distributing,
supporting and servicing Products, Ancillary Products and related services.
Metawave hereby agrees that it shall not utilize any patent that it may acquire
utilizing the Intellectual Property Rights of Crown to prevent Crown from using,
enhancing, creating derivative works, adapting, marketing, selling, leasing or
licensing any of Crown's Intellectual Property Rights or any products or
services made or offered by Crown or any upgrades, enhancements, adaptations or
derivative works thereof created by Crown.

6.2 License to
Crown. Metawave hereby grants to Crown an irrevocable, non-exclusive,
perpetual, worldwide license to use, support, market, sell (to the extent any
telecommunications sites containing the Products and Ancillary Products are sold
or transferred to other parties), license or sublicense the use of, lease,
sublease and enhance the Products and Ancillary Products purchased by Crown
under this Agreement and to market and re-sell the Personality Cards purchased
by Crown from Metawave under this Agreement.

6.3 Escrow. The
parties shall use reasonable commercial efforts to establish an escrow with a
mutually agreeable escrow agent ("Escrow Agent") by no later than thirty days
following the Effective Date. The escrow shall include all information available
to Metawave which is reasonably necessary for Crown to design, develop and
manufacture and support, as applicable, the SmartShare System, including but not
limited to the design packages and documentation relating to the manufacturing
processes (the "Design Package"), for the Prototypes, the Initial Commercial
Products and the Products (including the SmartShare System and its components
such as the Ancillary Products) to be purchased by Crown from Metawave under
this Agreement. The escrowed Design Packages shall be released to Crown for its
use (on the terms and conditions set forth in that Design Package Escrow
Agreement, the form of which is attached hereto as Exhibit F (the "Escrow
Agreement"), in the event that Metawave has voluntarily filed for bankruptcy or
involuntarily been placed in bankruptcy proceedings and if, at the time of such
bankruptcy, the Products have been or are being manufactured, and Metawave does
not continue to sell the Products and Ancillary Products to Crown as required
under this Agreement. If, however, the Products and Ancillary Products have not
been produced prior to the time of such bankruptcy, the escrow shall be
immediately released to Crown. Metawave shall deposit a Design Package with the
Escrow Agent upon execution of the Escrow Agreement and thereafter update the
Design Package on the first day of each subsequent calendar month until the
first Tranche of Products in the Initial Order are delivered to Crown; provided,
however, that if there are no updates to the Design Package since the
immediately preceding monthly escrow deposit, Metawave shall provide Crown with
a written letter from an authorized officer attesting to such fact, thereby
relieving Metawave from its obligation to update the Design Package for the
month in question only. Following the delivery of the first Tranche of Products
in the Initial Order, Metawave shall update the escrowed Design Packages as
often as necessary, but in any event at least every six months, so that the
escrow contains the most current version of the Design Packages for the Products
and Ancillary Products to enable Crown to design, develop and manufacture, as
applicable, such items for the uses contemplated in this Agreement; provided,
however, that if there are no updates to the Design Package since the
immediately preceding escrow deposit, Metawave shall provide Crown with a
written letter from an authorized officer attesting to such fact, thereby
relieving Metawave from its obligation to update the Design Package for the
period in question only. If Crown exercises its right to effect the release of
the Design Package pursuant to the Escrow Agreement, Metawave shall confirm in
writing, within five days from the exercise of such right, that the escrowed
version of the Design Package is the most current version of the Design Package
or, if such escrowed version does not contain the most current version of the
Design Package, Metawave shall provide the most current Design Package to the
Escrow Agent within five days from such exercise. Metawave will grant to Crown a
license to Metawave's Intellectual Property Rights to the extent and under the
conditions as set forth in the Design Package Escrow Agreement.

6.4 Bankruptcy
Protection. The licenses granted herein and the Escrow Agreement shall be
deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the
"Bankruptcy Code"), licenses to rights in "intellectual property" as defined in
Section 101 of the Bankruptcy.

6.5 Disclaimer of
Additional Licenses. Except as explicitly provided in this Agreement, no
license rights in any Intellectual Property Rights are granted or implied by
either Party to the other Party under this Agreement. Notwithstanding anything
contained herein to the contrary, the licenses granted under this Agreement
shall not effect the confidentiality obligations of the parties under Section
17.

## 7   TESTING AND
VERIFICATION PROCEDURES

The Prototype Performance
Criteria, Product Performance Criteria and the verification procedures for
testing the Prototypes and Initial Commercial Products are as set forth in
Exhibit C in general terms. Metawave and Crown shall hereafter jointly
define in detail the Prototype Performance Criteria, Product Performance
Criteria, responsibilities of the Parties, schedule, sweep test and verification
procedures during the course of the development activity. Crown shall have the
right and option, at its expense, to have an independent party, who will be
subject to a confidentiality agreement and be approved by Metawave, which
approval shall not be unreasonably withheld, conditioned or delayed, to be
present at and involved in the Prototype Field Testing and the Initial
Commercial Product testing. Metawave and Crown will jointly prepare a mutually
acceptable testing plan and perform the Prototype Field Testing and Initial
Commercial Product testing at up to two United States sites to be mutually
agreed upon. Metawave and Crown shall mutually agree on the selected carriers
and sites to be used during such testing. Crown will use commercially reasonable
efforts to obtain approvals from and agreement with Crown's customers, tower
owners, and any regulatory organizations required to accomplish or to be
involved in such testing. Upon delivery of the Prototypes and the Initial
Commercial Products for testing, Metawave shall also deliver appropriate
documentation relating to the assembly, installation and use of the same.

## 8   PRODUCT
PURCHASE

8.1 Initial Order.
Simultaneously with the execution of this Agreement and Exhibits D and E,
Crown will issue the Initial Order, which shall be subject to the terms and
conditions of this Agreement. Unless a different time period is otherwise agreed
to by the parties, ninety (90) days before the anticipated ICP Delivery Date,
Metawave will confirm to Crown in writing its intent to deliver the Initial
Commercial Products by such ICP Delivery Date (the date on which Crown receives
such written confirmation from Metawave shall be referred to herein at the "ICP
Confirmation Date"). Upon receipt of such confirmation, Crown shall have five
(5) business days to either (i) indicate Crown's acceptance of the anticipated
ICP Delivery Date, thereby waiving all rights to cancel or terminate the Initial
Order except as otherwise expressly permitted in this Agreement, (ii) indicate
Crown's rejection of the anticipated ICP Delivery Date and cancel the Initial
Order and this Agreement (the "Crown ICP Date Termination"), in which event
Crown shall have no liability to Metawave, including no liability for Metawave's
development, production or other costs associated with this Agreement, or (iii)
indicate Crown's acceptance of the anticipated ICP Delivery Date, but with
Crown's election to reduce the quantity of Products in the Initial Order from
300 to 100 Products, thereby waiving all rights to cancel or terminate the
Initial Order except as otherwise expressly permitted in this Agreement. The
Parties acknowledge that Crown shall not be obligated to purchase any Products
(i.e. Crown will not be obligated to perform its obligations under the Initial
Order or any subsequent Purchase Orders) if the Initial Order is cancelled by
Crown within 5 business days after the ICP Confirmation Date and that Metawave
shall not be liable for any late delivery fees or Liquidated Damages in such
case. Notwithstanding anything to the contrary contained in this Agreement,
Crown shall not be obligated to order any Tenant Expansion Kits or PCS Expansion
Antennas as part of the Initial Order.

8.2 Performance
Acceptance. The Performance Evaluation Period shall be subject to any
postponements due to (i) Force Majeure or (ii) delays attributable to Metawave.
In the event that the Performance Evaluation Period has not been begun within
thirty (30) days after the date the Initial Commercial Products are delivered to
Crown and such delay is not due to an event of Force Majeure, a Metawave Event
of Default or any other act or omission of Metawave, the Exclusivity Period (as
defined in section 8.3 hereof) will be reduced by a number of days equal to the
number of days of delay that come to pass after the 30th day of
delay. If the Performance Evaluation Period has not begun within sixty (60) days
after the date the Initial Commercial Products are delivered to Crown and such
delay is not due to an event of Force Majeure, a Metawave Event of Default or
any other act or omission of Metawave, the Exclusivity Period (as defined in
section 8.3 hereof) will be cancelled in its entirety and no additional
extensions of the Exclusivity Period (as set forth in section 8.3.1) shall be
available to Crown.

Upon satisfaction of the
Product Performance Criteria at any time during the Performance Evaluation
Period, Crown and Metawave shall execute a certificate of Performance Acceptance
(in the form set forth in Exhibit C). If Performance Acceptance has been
certified, to the extent that there are no uncured Events of Default by either
Party, both Parties will perform their obligations under the Initial Order and
Metawave shall issue an invoice to Crown for the amount due on the Initial
Commercial Products, which amount will be based on the Purchase Prices set forth
in Exhibit D. In the event that Performance Acceptance has not been
certified by the end of the Performance Evaluation Period, due to an Event of
Default by Metawave or an act or omission of Metawave, Metawave shall incur an
incremental late fee that will be assessed at the beginning of each week after
the end of the Performance Evaluation Period and calculated as a percentage of
the value of the Initial Order, subject to any changes made to the Initial Order
within five (5) business days following the ICP Confirmation Date, as follows:

[***]

As an example, if
Performance Acceptance occurs at any time during the sixth week after the end of
the Performance Evaluation Period, Metawave shall be assessed a late fee equal
to [***] of the value of the Initial Order, subject to any changes made
to the Initial Order within five (5) business days following the ICP
Confirmation Date. Any late fees that are assessed on Metawave pursuant to this
Section 8.2 shall be credited to the Initial Order Products purchased by Crown,
provided that Crown shall allocate such credits among the Products in the
Initial Order as it deems appropriate.

Furthermore, if Performance
Acceptance has not occurred but Crown elects to accept delivery of Products from
Metawave, the late fees referenced above shall accrue until the earliest of one
of the following events occurs: (i) the end of the sixth week following the end
of the Performance Evaluation Period, (ii) Performance Acceptance or (iii) a
Product deployed by Crown for use by a customer generates rental revenues for
Crown. Notwithstanding Crown's acceptance of Products during the period in which
Performance Acceptance has not occurred, Crown shall have the right to terminate
this Agreement as set forth in the following paragraph.

If Performance Acceptance
does not occur by the end of the sixth week after the end of the Performance
Evaluation Period, Crown may, in its sole discretion, (i) terminate this
Agreement, in which case Metawave shall pay to Crown the Liquidated Damages
amount set forth in Section 14.4 (in lieu of late fees) within five (5) days
from the termination of the Agreement or (ii) accept the accrued late fees and
elect to purchase Products under the Initial Order until such date as
Performance Acceptance occurs; provided, that Crown shall continue to have the
ability to terminate this Agreement with no liability to Crown during such time
as the Performance Acceptance has not occurred. If Crown elects to not terminate
the Agreement and proceed under clause (ii) above, Metawave shall have the right
to terminate the Agreement at that time, provided, however, that Metawave shall
pay to Crown the Liquidated Damages amount set forth in Section 14.4 within five
(5) days from the termination of the Agreement.

If, however, the failure to
achieve Performance Acceptance by the end of the Performance Evaluation Period
is the result of an Event of Default by Crown, or an act or omission of Crown or
its test customer(s) participating in the testing of the Initial Commercial
Products which interrupts such testing, or an event of Force Majeure (a "Delay
Event"), then such late fees shall not begin to accrue until such Delay Event is
cured, or if such late fees have already begun to accrue, they will be suspended
during the period that such Delay Event is not cured. In addition, as soon as
the Delay Event is discovered, any late fees that may have accrued during the
Delay Event shall be cancelled for the period that the Delay Event was ongoing.
The length of the Performance Evaluation Period shall be extended by the number
of days of the Delay Event(s). Once such Delay Event is cured, such late fees
shall begin to accrue, or continue to accrue, as the case may be. This process
shall apply for each separate Delay Event.

If Crown chooses to
terminate this Agreement pursuant to this Section, Metawave shall de-install
such Initial Commercial Products at Metawave's risk and expense and repair any
reasonable damage to Crown's equipment at the site caused by Metawave during
installation and/or removal of the Initial Commercial Products. Metawave shall
arrange for and pay the costs of shipping and assume the risk of loss and damage
to the Initial Commercial Products during shipment back to its headquarters in
Redmond, Washington.

8.3 Crown
Exclusivity. Except for the permitted actions contemplated in Section 8.3.2,
Crown shall have the exclusive right to purchase the Prototypes, Initial
Commercial Products, Products and Ancillary Products from Metawave commencing on
the Effective Date and terminating ninety (90) days after the date of
Performance Acceptance (the "Initial Exclusivity Period"). Notwithstanding the
foregoing, if Crown elects to reduce the amount of the Initial Order to one
hundred (100) Products pursuant to Section 8.1, the Initial Exclusivity Period
shall be reduced to a period of sixty (60) days following the date of
Performance Acceptance.

8.3.1 Extensions of Initial Exclusivity
Period. Crown may extend the Initial Exclusivity Period by the delivery
 of Purchase Orders to Metawave for
additional Products and/or Ancillary Products as follows: If Metawave receives
Purchase Orders from Crown no later than 30 days prior to the end of the 90 day
Initial Exclusivity Period and such Purchase Orders (i) are for Products and/or
Ancillary Products valued in an amount no less than [***] pursuant to Exhibits D
and E, and (ii) specify delivery dates during the ninety (90)
day period following the end of the Initial Exclusivity Period, the Initial
Exclusivity Period shall be extended for an additional 90 days. If Metawave
receives Purchase Orders from Crown no later than 30 days prior to the end of
the 60 day Initial Exclusivity Period and such Purchase Orders (i) are for
Products and/or Ancillary Products valued in an amount no less than [***]
pursuant to Exhibits D and E, and (ii) specify delivery dates during the
forty-five (45) day period following the end of  the Initial
Exclusivity Period, the Initial Exclusivity Period shall be extended for an
additional forty-five (45) days.

8.3.2Permitted Actions. Subject to the rights
of Crown contained in this Agreement, the Parties agree that
during the Initial Exclusivity Period, and any extensions thereof pursuant to
Section 8.3.1 hereof, Metawave will have the right to enter into sales
agreements (conditional or otherwise), field trial agreements, and binding
purchase orders for the Products and Ancillary Products with other customers,
and to deliver a maximum of two Products (together with the related quantity of
Ancillary Products) to each interested customer to perform testing, evaluations
and field trials of such Products and Ancillary Products, it being expressly
acknowledged by the Parties that Metawave shall not otherwise deliver Products
and Ancillary Products to its customers until after the Initial Exclusivity
Period, together with any extensions, has expired.

8.4 Crown
Requirements. Throughout the Term, Crown shall have the preferential right
to purchase one hundred percent (100%) of its requirements for the Ancillary
Products and Products (subject to the terms of Section 9.1 hereof) through
issuance of Purchase Orders under this Agreement (not to exceed Metawave's and
its subcontractors' total production capacity, provided, however, that the lack
of production capacity shall not excuse or mitigate Metawave's obligation to
timely deliver Products and Ancillary Products or pay late fees or Liquidated
Damages as required under this Agreement); provided however, that Crown shall
lose the preferential purchase right set forth in this Section 8.4 if Crown
fails to submit Purchase Orders for at least 80% of the first quarter of each
Crown Forecast (which shall be updated quarterly on a rolling four-quarter
basis) for two successive quarters. After losing its preferential purchase right
as set forth above, Crown shall only regain such preferential purchase right by
issuing Purchase Orders in excess of 80% of the first quarter of each Crown
Forecast (which shall be updated quarterly on a rolling four-quarter basis) for
two successive quarters.

8.5 Pricing.
Exhibits D and E set forth  "Not to Exceed" (NTE) pricing for the purchase
of the Products and Ancillary Products. The NTE pricing will be converted to
firm fixed pricing following the completion of the Prototype Field Testing,
which shall be jointly established by the Parties: (i) in accordance with
reasonable standard pricing practices, (ii) taking into account volume pricing
and Crown's discounted pricing from standard list prices and (iii) which are
based on variations in the NTE pricing that are a direct result of modifications
which are jointly defined and agreed upon by the Parties and incorporated into
the final Products and Ancillary Products during the development and testing
process; provided, that Metawave shall inform Crown in advance as to how the
proposed modifications will impact the NTE pricing. Upon completion of the
Prototype Field Testing, the Parties shall review and if necessary may consent
to an increase or decrease in the NTE pricing based upon variations that are a
direct result of mutually agreed modifications or design changes, such consent
not to be unreasonably withheld by the Parties. For the avoidance of doubt,
unless mutually agreed to by the parties, in no event shall the firm fixed
pricing for the final Products and Ancillary Products exceed the NTE pricing.

8.6 Crown Most Favored
Customer. During the Term, Metawave shall treat Crown as its most favored
customer with respect to the Products and Ancillary Products. Metawave
represents that, the firm fixed prices, including discounts, and delivery terms
(as set forth in Sections 9.1 and 9.4) offered to Crown will be no less
favorable than the lowest firm prices, including discounts, and shortest
delivery terms offered by Metawave to any present or future customer (excluding
Affiliates of Metawave, provided that (i) such Products and Ancillary Products
are resold by such Affiliates on a retail basis and (ii) such sales are not used
as a means to circumvent Metawave's obligations to or the preferential rights of
Crown under this Agreement), without regard to and irrespective of any other
commercial terms agreed to by such other customers, including the quantity,
manner of bundling, or timing for delivery, of Products and/or Ancillary
Products to be purchased by such customer. If, during the Term, Metawave enters
into any other agreements or purchase orders to supply the Products or Ancillary
Products to other Metawave customers at more favorable prices, including
discounts, or delivery terms than those offered to Crown under this Agreement,
then Metawave shall within thirty (30) calendar days after entering into such
agreement or purchase order, as applicable, notify Crown of such fact, and offer
Crown the more favorable terms (and in addition thereto, any applicable Crown
discounts). Crown shall have the right to accept or decline the more favorable
terms; if accepted, this Agreement and all applicable orders following the
effective date of the more favorable price, including discounts, or delivery
terms and this Agreement shall be automatically amended to provide the more
favorable pricing, including discounts (and in addition thereto, any applicable
Crown discounts) and/or delivery terms. Notwithstanding the foregoing, if
Metawave, during the first six months following Performance Acceptance, enters
into any other agreements or purchase orders to supply the Products or Ancillary
Products to other Metawave customers at more favorable prices, including
discounts, or delivery terms than those offered to Crown under this Agreement,
this Agreement and all applicable orders following the effective date of the
more favorable price offering shall be automatically amended to provide Crown
with the more favorable pricing, including discounts (and in addition thereto,
any applicable Crown discounts), effective retroactively; provided, however,
that if this Agreement is no longer in effect at such time, Crown shall have the
option to credit such amount to any other Metawave products purchased by Crown,
if any, or to receive a refund equal to such difference within thirty (30) days
of its request. If, as a result of an audit conducted by Crown under Section
11.5, Metawave is found to have violated this section of the Agreement, this
Agreement and all applicable orders following the effective date of the more
favorable price offering shall be automatically amended to provide Crown with
the more favorable pricing (and in addition thereto, any applicable Crown
discounts), effective retroactively and Metawave will provide to Crown on future
purchases a credit equal to the difference between any favorable price and any
price invoiced and paid by Crown within twelve months prior to the more
favorable pricing, provided, however, that if this Agreement is no longer in
effect at such time, Crown shall have the option to credit such amount to any
other Metawave products purchased by Crown, if any, or to receive a refund equal
to such difference within thirty (30) days following the release of the
auditor's findings.

## 9   PURCHASE
ORDERS

9.1 SmartShare System
Purchase Order Submission. (a) Subject to the terms of this Section 9, Crown
shall order Products pursuant to this Agreement by submitting a Purchase Order
that provides the information specific to the order, including the quantity of
Products to be ordered, the price of each Product per Exhibit D, the
desired delivery date(s), the delivery destination, and whether partial
shipments are acceptable.

(b) With respect to the Initial Order
(excluding the Initial Commercial Products), if Crown orders 120% or more of the
quantity of Products forecasted in the Initial Change Order Forecast or
Subsequent Change Order Forecast, as the case may be, (i) Metawave shall deliver
Products within 120% of the Initial Change Order Forecast or Subsequent Change
Order Forecast, as the case may be, by the delivery dates specified by Crown for
such Products, and the late fees contemplated in Section 10.6.2 will be assessed
for any late delivered Products and (ii) use best efforts to deliver the
Products in excess of 120% of the Initial Change Order Forecast or Subsequent
Change Order Forecast, as the case may be, by the required delivery date
specified by Crown and, if not possible, propose revised delivery dates for such
Products, which dates shall be mutually agreed to by the Parties, and Metawave
will be assessed late fees as contemplated in Section 10.6.2 for Products not
delivered by the revised delivery dates. If Crown orders less than 80% of the
quantity of Products forecasted in the Initial Change Order Forecast or
Subsequent Change Order Forecast, as the case may be, Crown shall be obligated
to purchase that quantity of Products that is less than the 80% of the quantity
of Products forecasted in the Initial Change Order Forecast or Subsequent Change
Order Forecast, as the case may be.

(c) With respect to Follow-on Orders,
Purchase Orders for quantities of Products that are within 110% of the Crown
Forecast shall be submitted by Crown to Metawave at least forty-five (45) days
prior to the required date of delivery of such Products. Crown shall submit to
Metawave any Purchase Orders for Products that exceed the amounts included
within the Crown Forecast by more than 110% at least ninety (90) days prior to
the required date of delivery for the excess Products. Metawave shall (i)
deliver Products within 110% of the Crown Forecast by the required delivery date
specified on the Purchase Order, and (ii) deliver the Products in excess of 110%
of the Crown Forecast by the required delivery date specified on the Purchase
Order, unless Metawave proposes a revised delivery date for such Products (as
set forth in Section 9.3) acceptable to Crown that is sooner than the required
delivery date specified on the Purchase Order.

(d) Notwithstanding any of the
foregoing, the Parties expressly acknowledge and agree that the Purchase Orders
referenced in this Section 9.1 shall expressly exclude Tenant Expansion Kits,
which shall be ordered, delivered and forecast in accordance with Sections 9.4,
9.6(d) and 9.7 below.

9.2 Ancillary Product
Purchase Order Submission. Crown shall order Ancillary Products pursuant to
this Agreement by submitting a Purchase Order that provides the information
specific to the order, including the quantity and specifications for the
Ancillary Products to be ordered, the price of each Ancillary Product per
Exhibit E, the desired delivery date(s), the delivery destination, any
other information required in Exhibit E, and whether partial shipments
are acceptable. Metawave shall ship the Ancillary Products within the time
periods specified in Exhibit E.

9.3 Notice of Certain
Late Purchase Orders. Upon receipt of a Purchase Order for Products (other
than the Initial Order), Metawave shall have five (5) business days to provide
Crown with notice of its ability or inability to deliver the requested quantity
of Products by the requested delivery date. Such notice shall include a
statement of what quantity of the Products Metawave will be able to provide by
the requested delivery date and the proposed delivery date for the remainder of
the ordered Products. Notwithstanding Crown's receipt of any notice relating to
late deliveries, with respect to Products ordered pursuant to Section 9.1 that
are not delivered by the Crown specified delivery date in the Purchase Order,
Metawave will be assessed late fees as contemplated in Section 10.6 for late
delivered Products. With respect to Products that are in excess of 110% of the
Crown Forecast and are ordered pursuant to Section 9.1, to the extent Metawave
proposes revised delivery dates that are sooner than those required by Crown in
the Purchase Order, Crown shall provide Metawave with notice of its acceptance
or rejection of any such revised delivery dates within five (5) business days.
If Crown accepts a revised delivery date, Metawave will be assessed late fees as
contemplated in Section 10.6 for any Products that are not delivered by the
revised delivery date.

9.4 Tenant Expansion Kit
Purchase Order Submission. Crown shall submit Purchase Orders for quantities
of Tenant Expansion Kits to Metawave at least thirty (30) days prior to the
required date of delivery for such Tenant Expansion Kits, and Metawave shall
deliver such Tenant Expansion Kits by the original delivery dates required by
Crown in such Purchase Orders, except as may otherwise be permitted pursuant to
clause (iii) below. Upon receipt of a Purchase Order for Tenant Expansion Kits,
Metawave shall have two (2) business days to (i) confirm in writing the delivery
of the Tenant Expansion Kits by the original delivery date requested by Crown;
(ii) confirm in writing its inability to deliver the Tenant Expansion Kits by
the original delivery date requested by Crown and propose an alternative
delivery date (or multiple delivery dates in the case of partial shipments) for
delivery of the Tenant Expansion Products, or (iii) confirm in writing the
delivery of the Tenant Expansion Kits by an alternative delivery date that is
sooner than the delivery date originally requested by Crown. With respect to the
matter in clause (iii) above, Crown shall provide Metawave with notice of its
acceptance or rejection of the alternative delivery date(s) within two (2)
business days. Notwithstanding any notice from Metawave of its inability to
deliver the Tenant Expansion Kits as contemplated in clause (ii) above, Tenant
Expansion Kits that are not delivered by the original delivery date requested by
Crown in the Purchase Order or by the alternative delivery dates accepted by
Crown pursuant to clause (iii) shall accrue late fees as set forth in Section
10.6.

9.5 Cancellation
Fees. Except for the Initial Order (which shall be cancelable only in
accordance with the terms of this Agreement), Crown may cancel Purchase Orders
for Products and Ancillary Products, subject to the following cancellation fees,
which are based on the number of days in advance of the scheduled shipment date
that Crown notifies Metawave of cancellation, and which are a percentage of the
cancelled Products' or Ancillary Products', as applicable, Purchase Price.

|                      |                 
|--------------------- | ----------------
|Days Before Ship Date | Cancellation Fee
|More than 15 days     | [***]           
|Less than 15 days     | [***]           

9.6 Delivery and
Shipping; Change Orders. (a) In order to be considered a valid Purchase
Order, delivery dates and locations must be specified on the face of any
Purchase Order, except as otherwise permitted in Section 9.6(d). If not so
specified (except as otherwise permitted in Section 9.6(d)), Metawave shall be
under no obligation to accept the Purchase Order and shall not fabricate any of
the Products covered by any Purchase Order after the Initial Order or procure
any of the materials required for their fabrication, or ship any such Products
or Ancillary Products to Crown. Crown shall have no responsibility for Products
or Ancillary Products for which written delivery instructions were not provided.
Shipments in excess of those specified on a Purchase Order may be returned to
Metawave at Metawave's expense.

(b) With respect to the Initial
Order, Crown may make changes to the Product mix for the entire Initial Order
and specify the destination and delivery dates for the Products in the Initial
Order by issuing change orders at least 45 days prior to the specified delivery
dates within the 30-day period during which the Tranche in question will be
delivered.

(c) With respect to Follow-On Orders (not including Follow-on
Orders for PCS Expansion Antennas and related Tenant Expansion Kits for adding a
3rd or 4th PCS tenant to a Product), Crown may change delivery dates (such
resulting change shall not exceed sixty (60) days from the original delivery
date) and destinations specified in any Purchase Order up to five (5) days prior
to the delivery date with no penalty to Crown, provided that changes to delivery
dates shall be limited to one occurrence per Purchase Order.

(d) With respect to
Follow-on Orders for PCS Expansion Antennas and related Tenant Expansion Kits
for adding a 3rd or 4th PCS tenant on a Product, Crown shall specify the
destination and delivery date for the PCS Expansion Antenna pursuant to Section
9.1, but Crown shall not be obligated to specify a destination or delivery date
for the Tenant Expansion Kits in such Follow-on Order. Instead, Crown will have
sixty (60) days from the date of such Follow-on Order to specify the destination
and delivery date for such Tenant Expansion Kits pursuant to Section 9.4.

9.7 Crown Forecasts.
As soon as practicable following completion of Performance Acceptance, but in
any event no later than forty five (45) days thereafter, Crown shall give
Metawave a rolling four quarter Crown Forecast for the projected quantity of
Products to be ordered by Crown pursuant to Follow-On Orders. The Crown Forecast
shall include the quantity of Product required by Crown for the first full
quarter immediately following the delivery of the Initial Order and the next
three (3) quarters thereafter. Crown shall update the Crown Forecast on a
quarterly basis during the Term, providing such updated Crown Forecast to
Metawave no later than ten (10) business days prior to the beginning of each new
quarter to which such Crown Forecast applies. Crown shall also forecast its
requirements for Tenant Expansion Kits in the Crown Forecasts, it being
expressly acknowledged and agreed by Metawave that such forecast is non-binding
and that the failure to accurately forecast such needs will not constitute a
breach of this Agreement, and furthermore that Crown shall not forfeit any of
its rights under this Agreement or in any way be penalized for its failure to
accurately forecast its requirements for Tenant Expansion Kits.

9.8 Forecasts for
Products included in the Initial Order. In addition to the Crown Forecasts
contemplated in Section 9.7 above, Crown shall issue a non-binding forecast, as
may be amended (the "Initial Change Order Forecast"), within 5 business days
after the ICP Confirmation Date with respect to the Product mix (i.e., the
quantity of both the 2+2 Product and the PCS Product) needed in the first
Tranche of Products ordered pursuant to the Initial Order (excluding the Initial
Commercial Products). Thereafter, with respect to the remaining Tranche(s) of
Products in the Initial Order, Crown shall provide Metawave with a non-binding
forecast ninety (90) days in advance of the anticipated delivery dates within
the thirty (30) day period during which the remaining Tranche(s) of Products
ordered pursuant to the Initial Order will be delivered (each such forecast, as
may be amended, shall be referred to herein as a "Subsequent Change Order
Forecast"). Notwithstanding the foregoing, if Performance Acceptance is not
achieved during the Performance Evaluation Period, Crown shall have the right to
amend each forecast contemplated in this Section as necessary and issue
additional change orders for all the Products in the Initial Order at least 45
days prior to the specified delivery dates within the 30-day period during which
the Tranche in question will be delivered. Metawave expressly acknowledges and
agrees that the Initial Change Order Forecast and Subsequent Change Order
Forecast(s) are non-binding and that failure to accurately forecast its Product
requirements for the Initial Order will not constitute a breach of this
Agreement, and furthermore that Crown shall not forfeit any of its rights under
this Agreement or in any way be penalized for its failure to accurately forecast
its requirements for Products in the Initial Order, except as otherwise
expressly contemplated in Section 9.1(b). Change orders for the Initial Order
shall be submitted as set forth in Section 9.6(b).

## 10  
SHIPPING/TITLE/RISK OF LOSS

10.1 Shipment.
Metawave shall ship Products and Ancillary Products in accordance with industry
standard shipping practices (unless otherwise instructed by Crown) to the
location designated in a Purchase Order for delivery on or before the delivery
date(s) specified in a Purchase Order, subject to the terms of Sections 9.1,
9.2, 9.3 and 9.4, and render invoices in accordance with Section 11.1. Late
deliveries of Products and Ancillary Products shall incur late fees as set forth
in Section 10.6 below. Crown is responsible for the payment of all shipping and
freight insurance charges. Metawave shall pack products in containers adequate
to prevent damage during reasonable shipping, handling and storage. All
shipments shall be marked and packed so as to secure the lowest transportation
rates. Shipments shall be routed to the shipping address on the Purchase Order,
or as otherwise instructed by Crown in writing in accordance with Section 9.6.
Metawave shall reimburse Crown for all direct expenses incurred by Crown as a
result of improper packing, marking or routing. A packing slip shall accompany
each shipment, enclosed in a package marked "Packing Slip Inside". The packing
slip and other shipping documents shall bear the applicable Purchase Order
Number and shipping destination.

10.2 Premium
Shipments. If, because of Metawave's failure to meet the delivery
requirements for any Purchase Order in accordance with this Agreement, Crown
finds it necessary to require shipment of any of the Products or Ancillary
Products covered by a Purchase Order by a different method of transportation
than that originally specified, Metawave shall pay the additional shipping,
handling and other charges associated therewith, which shall not exceed the
costs of express shipment in accordance with customary shipping methods.

10.3 Inspection.
Crown shall inspect all Products and Ancillary Products shipped by Metawave and,
unless rejected in writing within ten (10) days of delivery, such Products and
Ancillary Products, as applicable, shall be deemed accepted by Crown. Rejected
Products and Ancillary Products will be returned to Metawave and/or repaired or
replaced within a reasonable time acceptable to Crown. If, upon inspection,
Crown locates a patent defect, which is discernable by visual inspection, Crown
will notify Metawave. If the Parties determine that testing is required to
determine the nature, extent or existence of such defect, and if the Parties
determine that Crown will perform such testing, then Metawave will reimburse
Crown for testing expenses incurred if such testing reveals a defect. If the
parties determine that the defect requires shipment of the Products or Ancillary
Products to Metawave, Crown shall provide notice to Metawave that it is
returning the Products or Ancillary Products to Metawave and Metawave shall
reimburse Crown for all shipping expenses for such shipment. Crown shall return
the Products or Ancillary Products in the original shipping container or in a
container that provides reasonably equivalent protection. Metawave shall use
reasonable efforts to provide either repaired or replacement Products and
Ancillary Products as soon as possible to meet Crown's original delivery
requirements. Metawave shall ship such repaired or replacement Products or
Ancillary Products to Crown at Metawave's sole expense and risk.

10.4 Liens. All
Products and Ancillary Products to be delivered hereunder and all property to be
returned to Crown shall be free and clear of any and all liens and encumbrances
whatsoever.

10.5 Title and Risk.
Title to and risk of loss or damage to Products in the Initial Order and all
Follow-on Orders, as well as Ancillary Products, shall pass to Crown upon
shipment of the Products or the Ancillary Products, as applicable.

10.6 Late Delivery Charges. The delivery of all Products and
Ancillary Products shall be subject to a late delivery charge
in the event delivery of the Products and Ancillary
Products does not occur on the required delivery dates.

| | 10.6.1
      Initial Commercial Products. In the event that the Initial
      Commercial Products are not delivered by the ICP Delivery Date, Metawave
      shall incur an incremental late fee that will be assessed at the beginning
      of each week after the ICP Delivery Date and will [***], subject to
      any changes made to the Initial Order within five (5) business days
      following the ICP Confirmation Date, as
follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[***]

| | As an
      example, if the Initial Commercial Products are delivered to Crown at any
      time during the fifth week after the ICP Delivery Date, Metawave shall be
      assessed a late fee equal to [***] of the [***] of the
      Initial Order, subject to any changes made to the Initial Order within
      five (5) business days following the ICP Confirmation Date. Any late fees
      that are assessed on Metawave pursuant to this Section 10.6.1 shall be
      credited to Initial Order Products purchased by Crown, provided that Crown
      shall allocate such credits among the Products in the Initial Order as it
      deems appropriate (provided, however, that if this Agreement is no longer
      in effect at such time, Crown shall have the option to credit such amount
      to any other Metawave products purchased by Crown, if any, or to receive a
      [***] within thirty (30) days of its request). If, however, the
      Initial Commercial Products have not been delivered to Crown within six
      (6) weeks after the ICP Delivery Date, Crown may, in its sole discretion,
      terminate the Initial Order, any Follow-on Orders, and this Agreement, in
      which case Metawave shall pay to Crown the Liquidated Damages amount set
      forth in Section 14.4. The Liquidated Damages shall be paid to Crown
      within five (5) days from the termination of the
  Agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.6.2 Initial
      Order and Follow-on Orders. In the event that Products ordered by
      Crown in accordance with a Purchase Order for the Initial Order (other
      than the Initial Commercial Products and except as expressly set forth in
      Section 9.1(b)) or Follow-on Orders are not delivered by the specified
      delivery dates in accordance with Sections 9.1, 9.3 and 9.4, as
      applicable, Metawave shall incur an incremental late fee that will be
      assessed at the beginning of each week after the specified delivery date
      as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[***]

| | With
      respect to Ancillary Products that are not delivered by the delivery date
      in accordance with Section 9.2, Metawave will incur an incremental late
      fee that will be assessed at the beginning of each week after the
      specified delivery date as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[***]

| | The late
      fees assessed pursuant to this Section 10.6.2 shall apply to each separate
      Product or Ancillary Product in a Purchase Order that is delivered late,
      but will not exceed [***] for each such Product or Ancillary
      Product, as applicable, in the Purchase Order that is delivered late. As
      an example, if any Products or Ancillary Products covered by the Initial
      Order (other than the Initial Commercial Products) or any Follow-On Order
      are delivered to Crown at any time during the fourth week after the
      specified delivery date, Metawave shall be assessed a late fee of
      [***] of the Purchase Price for each Product or Ancillary Product,
      as applicable, that is delivered late in the Purchase Order in question.
      Any late fees that are assessed on Metawave pursuant to this Section
      10.6.2 shall be credited to the purchase of that Product and or Ancillary
      Product, as the case may be, and shall be deducted on the invoice for such
      Product or Ancillary Product (provided, however, that if this Agreement is
      no longer in effect at such time, Crown shall have the option to credit
      such amount to any other Metawave products purchased by Crown, if any, or
      to receive a refund equal to such difference within thirty (30) days of
      its request).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If,
      after four (4) weeks the late Products in question have not been
      delivered, Crown may, at its option, cancel the Purchase Order in question
      and/or terminate this Agreement; provided, however, that the cancellation
      of a Follow-on Order or termination of the Agreement due to cancellation
      of a Follow-on Order by Crown shall not obligate Metawave to pay the
      Liquidated Damages contemplated in Section 14.4, but Metawave will be
      required to pay the accrued late fees; and further provided, that Crown
      will not be penalized pursuant to Section 8.4 for failing to issue
      Purchase Orders for at least 80% of the forecasted Products in the Crown
      Forecast during the subsequent quarter.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If,
      after two (2) weeks the late Ancillary Products in question have not been
      delivered, Crown may, at its option, cancel the Purchase Order in
      question, but Metawave will still be required to pay the accrued late
      fees.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 11   INVOICES AND
PAYMENT

11.1 Metawave
Invoices. For Products in the Initial Order (except for the Initial
Commercial Products) and for Products and Ancillary Products in the Follow-on
Orders, Metawave shall render invoices for one hundred percent (100%) of the
Purchase Price of each Product and Ancillary Products upon shipment of same to
Crown.

11.2 Payment of
Invoices. All invoices shall be computed on the basis of the prices set
forth in Exhibits D and E (including any applicable discounts) and shall
separately identify categories of charges, including quantities of Products
and/or Ancillary Products, total amounts for each item, shipping charges,
applicable sales or use taxes and the total amount due. Crown shall promptly pay
Metawave the amount due within thirty (30) days of the date of the invoice,
except for PCS Expansion Antennas and the related Tenant Expansion Kits for
adding a 3rd or 4th PCS tenant to a Product, which shall
be paid within forty-five (45) days from the date of invoice. Crown shall pay a
late fee at the rate of [***] adjusted on a quarterly basis for each
month or portion thereof that the amount remains unpaid on such date after
Crown's receipt of notice of such past due amounts and expiration of any
applicable cure periods.

11.3 Taxes. Crown
shall be responsible for the payment of all sales, use and any other taxes
applicable to the sales of the Products and Ancillary Products purchased by
Crown under this Agreement, excluding any income or franchise taxes, and shall
be added as a separate item on Metawave's invoices to Crown. When Metawave is
required by law to collect such taxes, 100% thereof will be added to invoices as
separately stated charges and paid by Crown in accordance with this Section.
Metawave shall indemnify, defend and hold harmless Crown from any claims arising
from Metawave's failure to pay any collected taxes to the applicable authority.

11.4 Use. The
Products, Ancillary Products and services contracted for herein are to be for
the use of Crown, its Affiliates and/or its or their customers. All Products and
Ancillary Products may be subjected to further processes of manufacture combined
with any articles, or put to any articles, or put to any use whatsoever, by
Crown, its Affiliates or its or their customers, as it or they may elect, and in
no event shall any claim for royalty or other additional compensation be made by
Metawave by reason of such manufacture, combination or use.

11.5 Audit. Crown
shall have the right to request to review, and Metawave shall make available at
its office during normal business hours, after reasonable advance request, any
Metawave sales agreement for the Products and Ancillary Products and related
books and records (collectively, the "Sales Documents") to confirm Metawave's
compliance with Crown's preferential rights as set forth in this Agreement;
provided, however, that Metawave can redact from the Sales Documents any
information that may identify a customer or that is not relevant to the subject
matter of the audit, provided that Metawave shall provide a brief list and
description of the sections and topics so redacted. To the extent there are any
discrepancies between Crown's preferential rights under this Agreement and the
provisions of other Sales Documents, the Parties shall meet in an attempt to
resolve such discrepancies. To the extent that such matters cannot be resolved
within a reasonable period of time, Crown shall have the right to request an
independent review by a public accountancy firm not otherwise affiliated or
engaged by Crown (of Crown's selection) of the Sales Documents to verify
Metawave's compliance with the terms of this Agreement. In the alternative,
Crown may elect to use an independent party who has expertise in
telecommunications equipment sales, for such a review. Such independent party
shall not be an employee, former employee, contractor or affiliate of either
company. The reviewer shall be required to sign a Non-Disclosure Agreement and
shall be provided with the Sales Documents. Following a review of the Sales
Documents, the reviewer shall provide Crown and Metawave with an assessment of
whether any Sales Documents for the Products or Ancillary Products, contain
terms that contravene Crown's preferential rights under this Agreement. In the
event that the independent reviewer determines that the terms in the Sales
Documents are more favorable or contravene the preferential terms of this
Agreement, then Metawave shall pay all expenses associated with the independent
review. In the event that the independent review does not determine that any
Sales Document contravenes the preferential terms of this Agreement, then Crown
shall pay all costs associated with the independent review. If this Agreement is
completely or partially terminated, the records relating to the work terminated
shall be made available to Crown for two (2) years after such termination,
subject to applicable law and Metawav's written corporate document retention
policies. Crown shall be able to exercise its audit rights hereunder with
respect to (i) Section 8.6 of this Agreement at any time and (ii) Crown's other
preferential rights under this Agreement once in a given calendar year.

## 12   
WARRANTY

12.1. Warranty.
Metawave warrants the Products for the Warranty Period. During the Warranty
Period, Metawave warrants that (i) all Products furnished hereunder will be free
from defects in materials, workmanship and title; and (ii) all Products as
delivered and properly installed and operated will function and perform
substantially as described in the Product Specifications set forth in Exhibit
B or in the instance of additional Products subsequently added to this
Agreement, the user documentation and specifications agreed between the Parties
and attached hereto as Exhibit B. THE WARRANTIES IN THIS AGREEMENT ARE
GIVEN IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED WHICH ARE SPECIFICALLY
EXCLUDED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE OTHER THAN THOSE SET FORTH IN THE USER
DOCUMENTATION AND SPECIFICATIONS.

12.2 Defective
Products. Crown shall send defective Products to Metawave at a repair
facility designated by Metawave. Such shipment of defective Products shall be at
Metawave's cost and expense, in the Products' original shipping container or in
a container that provides reasonably equivalent protection. If a defective
Product is shipped to or delivered to Metawave during the applicable Warranty
Period, Metawave will, at its sole option and expense, either repair or replace
such Product using new Products or materials to make such repair or replacement,
and will ship the repaired or replaced Product to Crown at Metawave's expense.
If during any calendar quarter during the Term more than twenty percent (20%) of
the Products returned to Metawave meet the Product Specifications or are not
defective within the terms of the applicable warranty as reasonably determined
by Metawave's testing (which testing methods shall be subject to Crown's
reasonable approval), Crown shall bear the cost of return shipment of all such
Products from Metawave's repair facility to Crown. This Section states Crown's
sole remedy, and Metawave's sole liability, arising out of the warranties
provided by Metawave herein. This warranty does not apply to any claim which
arises out of any of the following: (i) the Product is not used in accordance
with its intended use or is combined with articles with which it is not intended
to be combined; (ii) the Product has been subject to misuse, accident, neglect
or damage by Crown, other than ordinary wear and tear; (iii) unauthorized
alterations or repairs have been made to the Product, or parts have been used in
the Product which are not approved by Metawave; (iv) the Product is not
materially maintained pursuant to Metawave's maintenance programs (a copy of
which will be provided to Crown) and such failure resulted in the damage; (v) an
event of Force Majeure has occurred unless such event was caused by the Product;
or (vi) the failure of third party antennas, antenna lines or interconnection
facilities not provided by Metawave at the site.

12.3 Warranty
Enforcement. Crown shall have the right to enforce any warranty that Crown
receives from Metawave on the Products on its behalf and on behalf of any third
party leasing, licensing, using or purchasing the Products from Crown. Crown
shall also have the right to assign its warranty rights to any such third
parties, and Crown shall provide reasonable notice to Metawave of the assignment
of any such warranty rights; provided, however, that Crown shall have no
obligation to provide Metawave with any such notice as it relates to Personality
Cards.

12.4 Ancillary
Products. For purposes of this Section 12, the term "Products" shall also
include the Ancillary Products so that the rights and obligations of the Parties
set forth in this Section also encompass the Ancillary Products.

## 13   INFRINGEMENT
INDEMNITY

13.1
Indemnification. Metawave shall indemnify, defend and hold harmless
Crown, its Affiliates, officers, directors, employees, agents and
representatives against damages, claims, liabilities, actions, costs and
expenses, including reasonable attorney's fees, arising from any claim or action
for actual or alleged infringement by any Product supplied in accordance with
this Agreement of any patent, trademark, copyright, trade secret or other
Intellectual Property Rights which do not arise from the Crown Confidential
Information as provided by Crown, incurred by Crown as a result of Crown's sale,
distribution, lease, possession, purchase or use of such Products provided that
(i) Crown promptly notifies Metawave in writing of the claim or action for which
Crown intends to assert such indemnity; (ii) Crown gives Metawave full
opportunity and authority to assume sole control of the defense and all related
settlement negotiations (subject to Section 13.2); (iii) Crown gives Metawave
information and assistance for the defense (Crown will be reimbursed for
reasonable costs and expenses incurred in rendering such assistance, against
receipt of invoices therefore); and (iv) Crown does not settle any claim or
action without the prior approval of Metawave, which shall not be unreasonably
withheld, delayed or conditioned. Metawave's obligation to indemnify, defend and
hold harmless Crown as set forth above shall include all amounts paid, by final
judgments, arbitration awards or settlement in such claims, made on account of
such alleged infringement and payment of any and all resulting settlements,
costs and damages incurred by Crown, including any amounts as the result of any
final adjudication by a court of law, arbitration or other final adjudication of
the claim. Notwithstanding the above, any amount paid or to be paid according to
final judgments, arbitration awards or settlement in such claims and any
payments resulting from settlements, costs and damages incurred by Crown shall
be indemnified by Metawave only to the extent not resulting from or
apportionable to the Crown Confidential Information as provided by Crown and
then incorporated by Metawave in any Product supplied or used in accordance with
this Agreement. Metawave shall not have the authority to bind Crown, without
Crown's consent, in any settlement, which consent shall not be unreasonably
withheld, conditioned or delayed by Crown.

13.2 Crown's
Remedies. Upon the assertion of a claim by any third party of infringement
by any Product, or any component or technology thereof, supplied in accordance
with this Agreement of any patent, trademark, copyright, trade secret or other
Intellectual Property Rights which do not arise from the Crown Confidential
Information as provided by Crown, Metawave must provide Crown with reasonable
assurance as to non-infringement of the Product or provide a workaround to avert
the infringement claim as soon as possible after such claim is made. The
workaround will consist of Metawave making commercially reasonable efforts to
accomplish the following actions in the following order of priority: (i)
obtaining the right for Crown, its Affiliates and their customers to use,
license or sublicense the use of, lease, sublease, market and enhance the
Product and the Ancillary Products as provided under this Agreement (it being
agreed that Metawave is free to implement actions (ii) and/or (iii) below,
concurrently with implementation of action (i) if, in Metawave's reasonable
opinion, attempts in good faith to obtain this right for Crown are unlikely to
provide a result in accordance with the terms of this Agreement), or (ii)
modifying the infringing Product so that it no longer infringes, but continues
to perform and function in accordance with the Product Specifications, or (iii)
substituting (including deinstallation and installation at Metawave's expense) a
functionally equivalent product that does not infringe and which performs and
functions in accordance with the Product Specifications, as amended from time to
time by the Parties, for the Products sold to Crown, or if Metawave is unable to
perform (i), (ii) or (iii) after a period of ninety (90) days and commercially
reasonable efforts and such option is accepted by Crown, Crown may return the
Products to Metawave, in which case Metawave will de-install the Products from
Crown's property (at Metawave's sole expense), and reimburse Crown for the
Purchase Price paid for the returned Products. In addition to the workaround
remedy set forth above, Crown shall have the right, with reasonable notice to
Metawave, to negotiate, in consultation with Metawave, separately with any
claimant for a license for the claimed infringing technology and Metawave shall
reimburse the reasonable costs and expenses incurred by Crown in connection with
the acquisition of a license to use such technology and for release of liability
from any prior use of such infringing technology, provided that Metawave shall
have the right to approve the amounts paid to the claimant to obtain such
license and release, which approval shall not be unreasonably withheld,
conditioned or delayed by Metawave.

13.3 Crown
Specifications; Exceptions to Intellectual Property Indemnity. To the
extent that Metawave concludes during the developmental stages of the Products
and Ancillary Products that the Crown Specifications infringe on any
Intellectual Property Rights of a third party (and such conclusion is supported
by a legal opinion from Metawave's chief patent counsel), the parties shall
mutually agree on modifications to the Crown Specifications. Metawave shall have
no obligation to Crown with respect to any claim of patent or copyright
infringement which is based upon (i) the combination, operation or use of any
Products supplied hereunder with products, software or data for which Metawave
has not stated (either in an operation, installation or other manual or
documentation for the Products, or otherwise in writing) the Products are to be
used, are to be installed with or are designed; or (ii) the alteration of the
Products by any party other than Metawave (or its authorized subcontractors),
which combination, operation, use or material alteration of the Products gives
rise to the claim of infringement.

13.4 Exclusivity of
Remedies. The foregoing provisions of this Section state the entire
liability and obligations of Metawave and the exclusive remedy of Crown with
respect to any alleged infringement of any Intellectual Property Rights by the
Products or any part thereof.

13.5 Ancillary
Products. For purposes of this Section 13, the term"Products" shall also
include the Prototypes, the Initial Commercial Products and the Ancillary
Products so that the rights and obligations of the Parties set forth in this
Section also encompass the Prototypes, the Initial Commercial Products and the
Ancillary Products.

## 14  
TERMINATION

14.1 Termination for Cause. Crown or Metawave may
terminate this Agreement for cause if there is an Event of a Default by the
 other Party.

| | 14.1.1
      An "Event of Default" for Crown shall occur if: (i)
      Crown materially breaches any of the terms of this Agreement; (ii) a
      petition in bankruptcy or a petition under any insolvency law is filed by
      or against Crown and is not dismissed within sixty (60) days of the
      commencement thereof; or (iii) with the exception of any Crown
      cancellations or terminations that are expressly permitted by this
      Agreement, Crown cancels the Initial Order or fails to take delivery of
      Products (with the exception of Products rejected pursuant to Section
      10.3) covered by the Initial Order.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 14.1.2
      An "Event of Default" for Metawave shall occur if:
      (i) Metawave materially breaches any of the terms of this Agreement or the
      Initial Order; or (ii) a petition in bankruptcy or a petition under any
      insolvency law is filed by or against Metawave and is not dismissed within
      sixty (60) days of the commencement thereof or (iii) the Initial
      Commercial Products fail to achieve the Product Performance Criteria as
      defined in Exhibit C.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 14.1.3
      Other than in the case of an Event of Default under (i) Section
      14.1.1(ii), (ii) 14.1.2(ii) or (iii) with respect to Metawave, a breach of
      a covenant where performance is based on a date or period of time for
      which a late fee or Liquidated Damages may be assessed (for example,
      delivery of the Product by the ICP Delivery Date), the non-defaulting
      Party shall provide the other Party with notice of the Event of Default
      and the defaulting Party shall have thirty (30) days from the date of such
      notice to cure the Event of Default. If the defaulting Party fails to cure
      the Event of Default during such period, the non-defaulting Party shall
      have the right to terminate this Agreement, the Initial Order and/or any
      Follow-on Order and/or to pursue any other remedies expressly permitted
      hereunder.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14.2 Non-Renewal.
Either party may elect to not renew this Agreement by written notice at least
sixty (60) days prior to the expiration of the Initial Term or applicable
Renewal Term as set forth in Section 3. Crown shall have the right to place
Purchase Orders through the effective date of the termination, and termination
of this Agreement pursuant to this Section shall not affect any outstanding
Purchase Order as of the effective date of the termination.

14.3 Right of Metawave
to Terminate. Metawave may terminate this Agreement prior to confirming the
ICP Delivery Date to Crown as contemplated in Section 8.1, if it determines in
its sole discretion that development of the SmartShare System is not technically
or economically feasible, or as expressly set forth in Section 8.2. Metawave
shall provide Crown with 30 days advance written notice of such decision to
terminate. If Metawave does elect to terminate this Agreement as forth in this
Section 14.3, Metawave shall pay to Crown the Liquidated Damages amount set
forth in Section 14.4.

14.4 Liquidated
Damages. To the extent that Crown terminates this Agreement pursuant to
Sections 8.2 or 10.6.1 of this Agreement or Metawave terminates this Agreement
pursuant to Sections 8.2 or 14.3, Metawave shall pay to Crown liquidated damages
in an amount equal to [***] of the [***] Order at the time of
termination plus [***] (the "Liquidated Damages"), which sum the Parties
agree is reasonable and appropriate in light of the difficulty of calculating
the total damages that may be suffered by Crown due to such termination.

14.5 Post Termination
Rights. Following termination of this Agreement, other than due to (i) a
Crown Event of Default (provided there is no preceding Metawave Event of
Default), or (ii) the Crown ICP Date Termination (provided there is no preceding
Metawave Event of Default), if within twelve (12) months of the effective date
of the termination, Metawave makes available for sale a Shared Infrastructure
product developed or sold by Metawave with substantially similar functionality
as the SmartShare System, Ancillary Products or Products (but not products that
primarily utilize technology owned by any competitor of Crown or which, after
unsolicited contact with a third party, were developed exclusively for the use
of such third party or are co-developed with such third party), Crown shall be
entitled to purchase such products under the terms and conditions set forth in
this Agreement, with appropriate modifications to provide Crown with the
benefits of the preferential rights contemplated herein, and without (i) any
liquidated damages clauses with respect to the failure to deliver any initial
products or (ii) exclusivity clauses if the products referenced above are
available for sale ninety (90) days after the effective date of termination. In
addition, for a period of twelve (12) months after the termination of the
Agreement, other than due to (i) a Crown Event of Default (provided there is no
preceding Metawave Event of Default), or (ii) the Crown ICP Date Termination
(provided there is no preceding Metawave Event of Default), Metawave agrees that
if it develops any new ideas or technologies which it believes may lead to the
development of a SmartShare System or of a similar product with substantially
similar functionality (but not products that primarily utilize technology owned
by any competitor of Crown or which, after unsolicited contact with a third
party, were developed exclusively for the use of such third party or are
co-developed with such third party), it will approach Crown as soon as possible
with respect to such potential development so that the parties may discuss its
potential development.

14.6 Remedies and
Limitation. A Party may seek any remedy available to it at equity or in law
for an uncured Event of Default, provided, however, that the payment of late
fees or Liquidated Damages and the termination and cancellation rights provided
in connection therewith, shall be Crown's sole remedies with respect to the
non-delivery or late delivery of the Products (including Initial Commercial
Products) and Ancillary Products by Metawave as expressly provided in Sections
8.2 and 10.6, or for Metawave's termination of this Agreement pursuant to
Sections 8.2 and 14.3. The foregoing, however, shall not be construed or deemed
to limit Crown's rights under Section 6.3 as contemplated therein.

14.7 Metawave
Indemnity. Metawave shall defend, indemnify, and hold harmless Crown, its
parents (direct or indirect), subsidiaries (direct or indirect), Affiliates,
successors and assigns and their respective owners, directors, officers, agents
and employees (collectively, the"Indemnified Parties") from any and all
liabilities, claims or demands whatsoever (including the costs, expenses and
reasonable attorneys' fees incurred on account thereof) that may be made: (i) by
any person, specifically including, but not limited to, the Indemnified Parties
for injuries, including bodily injury (including death to persons) or damage to
property (including theft) occasioned by or arising from (a) the sole or partial
negligent acts or omissions or the willful misconduct of Metawave, its
employees, contractors or agents, and (b) any malfunctions or defects in the
Products or Ancillary Products (other than express warranty claims, which shall
be handled in accordance with Section 12 hereof) or (ii) by persons furnished,
employed or contracted by Metawave or any subcontractors under Worker's
Compensation or similar acts, except to the extent such liability, claim, or
demand arises in whole or part from the gross negligence or willful misconduct
of the Indemnified Parties.

Metawave shall defend Crown
against such liability, claim or demand and control the litigation, settlement
or defense thereof, except in instances where the interests of Metawave and
Crown conflict, in which case Crown will have the option of choosing separate
counsel and assuming its own defense, the reasonable costs of which shall be
paid for by Metawave. The foregoing indemnification shall apply whether the
death, injury or property damage is caused by the sole acts or omissions of
Metawave or by the acts or omissions of both Metawave or the Indemnified
Parties, except Metawave shall not be responsible for that portion of any
liability, claim or demand to the extent that it arises from the negligence or
willful misconduct of the Indemnified Parties. Crown agrees to notify Metawave
as soon as reasonably practicable of any written claim or demands received by
Crown against any Indemnified Parties for which Metawave is responsible
hereunder, provided, that late notification shall not be a defense to the
obligations of Metawave hereunder unless such delay shall have resulted in
prejudice to Metawave in any formal proceeding for which indemnification is
sought.

Metawave and Crown, and
their employees and agents, shall comply with all applicable laws and
regulations in the performance of this Agreement. Both Parties agree to
indemnify and hold harmless the other Party for any loss or damage that may be
sustained for failure to comply with applicable law and regulations in the
performance of this Agreement. The Parties agree that the indemnification
procedures set forth in the preceding paragraph shall apply for any claims
arising under this paragraph.

## 15  
TRADEMARKS

Crown shall not remove
Metawave's name and trademark or the SmartShare logo placed on the Products or
Ancillary Products. Metawave hereby grants to Crown a non-exclusive,
non-transferable, irrevocable, perpetual and royalty-free right and license to
use Metawave's name and trademark, Metawave Communications Corporation,
Metawave's logo, and the trademark SmartShare, in connection with the
promotion, leasing, subleasing, licensing and sublicensing the use of,
advertising, and maintenance of the Ancillary Products and the Products, and the
sale of Personality Cards. Crown shall acquire no right, title or interest in
such name, trademarks, trade name, and logos of Metawave other than the
foregoing limited license. Notwithstanding the above, in the event that Crown is
manufacturing or having the Products and/or Ancillary Products manufactured as
provided for in the Design Package Escrow Agreement in Exhibit F, Crown
shall have the right to private brand or re-brand the Products and Ancillary
Products with Crown's own name and trademarks and utilize such name and
trademarks in the sale, use, lease, sublease, license or sublicense the use of,
or other distribution, promotion, advertising, maintenance, use, lease or
exploitation of the Products and Ancillary Products, provided that Crown
acknowledges in its marketing and product literature that the Products and
Ancillary Products were developed by Metawave.

## 16   SERVICES
AGREEMENT

Following execution of this
Agreement, the Parties agree to use commercially reasonable efforts to negotiate
and execute a Services Agreement defining the scope of services to be provided
to Crown and its end user customers by no later than the date the Initial
Commercial Products are delivered. The Services Agreement shall include the
customization of Personality Cards and on site testing by Metawave.

## 17   
CONFIDENTIALITY

17.1 Disclosure of
Confidential Information. To effectuate this Agreement, the Parties
acknowledge that prior to the execution of this Agreement they (or their
Affiliates) have disclosed, and subsequently thereto it shall be necessary for
the Parties (or their Affiliates) to further disclose, to each other certain
proprietary or confidential information including, but not limited to,
intellectual property, progress during development, business plans, models or
methods, and customer, technical, or business information, in written, graphic,
oral, or other tangible or intangible forms (the "Confidential
Information"). Confidential Information shall also include all
information and data of or pertaining to either Party's or its Affiliates'
customers, data, source code and all information of the disclosing Party, its
Affiliates or a third party that may be reasonably understood from legends,
designation, or the nature of such information to be confidential or proprietary
to the disclosing Party, its Affiliates or to third parties to which the
disclosing Party (or its Affiliates) owes a duty of non-disclosure. In order to
protect such Confidential Information from improper disclosure, the Parties
agree:

| | 17.1.1
      to identify verbally at the time of oral disclosure and in writing within
      thirty (30) days after disclosure any verbal information provided to the
      other Party that such disclosing Party deems to be confidential or
      proprietary;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 17.1.2
      that any tangible forms of information that have been disclosed by a Party
      (or its Affiliates) to the other Party prior to the Effective Date shall
      constitute Confidential Information;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 17.1.3
      that following the Effective Date, the disclosing Party shall mark as
      confidential or proprietary, any tangible forms of information which the
      source deems to be Confidential
Information;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 17.1.2 that all such
Confidential Information shall be and shall remain the exclusive property of the
source;
| | -------------------------------------------------------------------------------------------------------------

| | 17.1.3
      not to disclose such Confidential Information to any third party other
      than its officers, directors, employees, agents, independent contractors,
      advisors, consultants, attorneys, investors and others associated with the
      business operations of the disclosing Party who have a need to know such
      information and which are made aware of the restrictions contained herein
      and have executed non-disclosure agreements with substantially similar
      protections to those set forth herein;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 17.1.4
      to keep such Confidential Information confidential and to use at least the
      same level of care to prevent disclosure or unauthorized use of the
      received Confidential Information as the recipient exercises in protecting
      its own Confidential Information of a similar nature, but in no event less
      than reasonable care;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 17.1.5 to return
promptly any copies of such Confidential Information to the source at its
request; and
| | -------------------------------------------------------------------------------------------------------

| | 17.1.6
      to use such Confidential Information only for purposes of the Statement of
      Work and for other stated purposes under this
  Agreement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

17.2 Exceptions to Confidential
Information. These obligations shall not apply to any Confidential Information
which was legally in the recipient's
possession prior to receipt from the source and that:

| | 17.2.1 was received in
good faith from a third party not subject to a confidential obligation to the
source;
| | ------------------------------------------------------------------------------------------------------------

| | 17.2.2 now is or later becomes publicly known through no breach of
confidential obligation by the recipient;
| | ------------------------------------------------------------------------------------------------------------

| | 17.2.3 was developed by the recipient
without having access to any of the Confidential Information received in
confidence from the source; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------

| | 17.2.4
      which is required to be disclosed pursuant to subpoena or other process
      issued by a court or administrative agency having appropriate
      jurisdiction, provided that the Party receiving the subpoena or process
      gives immediate notice to the other to permit the other to seek a
      protective order or an exemption from such
  requirement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17.3 Survival. This Article 17
shall survive any termination of this Agreement for a period of two (2) years.

## 18   LEGAL RELATIONSHIP

18.1 No Agency or Joint
Venture. This Agreement is not intended to create, nor shall it be construed
as creating or constituting, by implication or otherwise, a partnership or other
formal business organization between the Parties.

18.2 Employment
Responsibilities. Each Party shall be solely responsible for all aspects of
employment of its employees, such as salaries, benefits, insurance coverage,
including workers' compensation, and taxes, including payment of any withholding
taxes on salaries. Except as set forth herein, each Party shall be solely
responsible for payment of the travel and living expenses of its employees
engaged in work pursuant to this Agreement.

## 19  
ASSIGNMENT

Neither this Agreement nor
any license or other right acquired herein shall be assigned or otherwise
transferred, in whole or in part, by either Party without the prior consent of
the other Party, provided, however, that either Party shall have the right to
effect such assignments without the consent of the other to any Affiliate or to
a third person or entity who acquires all or substantially all of the assets,
business or stock of the other Party, whether by sale, merger or otherwise,
provided such person or entity is not a competitor of the other Party hereto.

## 20  
NOTICES

Except as otherwise
specified in this Agreement, all notices, consents, requests, waivers or other
communications shall only be in written form and shall be deemed to have been
duly given when made in writing and delivered in person or deposited in the
United States mail, postage prepaid, certified mail, return receipt requested,
or by a reputable overnight courier service providing proof of delivery, or by
confirmed facsimile transmission and addressed as follows:

|To Metawave:
Metawave Communications Corporation
10735 Willows Road NE
Redmond, WA 98052
[***]
Fax: 425-702-5983
 
Copy to: [***]
General Counsel
10735 Willows Road NE
Redmond, WA 98052
 
Fax: 425-702-5983 | To Crown:  Crown Castle
International Corp.  1200 MacArthur Blvd., Suite 200 
 Mahwah, NJ 07430  [***]  Fax:
201-236-9270  Copy to: [***],  General Counsel
510 Bering Drive, Suite 500  Houston,
Texas 77057   Fax: 713-570-3154
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The address to which
notices or communications may be given to either Party may be changed by notice
given by such Party to the other pursuant to this Section20.

## 21   COMPLIANCE
WITH LAWS/EXPORT

21.1 Compliance with
Laws. The Parties shall comply with all laws applicable to their performance
as described in this Agreement; however, nothing in this Agreement shall be
construed as providing either Party with a private right of action against the
other Party under any such laws.

21.2 Export Laws.
Each Party shall comply with all applicable U.S. and foreign export control laws
and regulations and shall not disclose, transmit, export or re-export any
technical data regarding the Product technology or Products except in compliance
with the applicable export control laws and regulations of the U.S. and any
foreign country. Neither Party shall disclose, transmit, or export, directly or
indirectly, any technical information disclosed to it by the other, or any
direct product of such information, to or for use in any foreign country unless
such disclosure, transmittal, or exportation shall be in compliance of
applicable United States laws or shall have been authorized previously in an
export license granted pursuant to any of such regulations.

## 22   FORCE
MAJEURE

22.1 Conditions of Force
Majeure. Except for payment of moneys due or requirements of payment of
moneys for acquisition of materials and services necessary to meet a Party's
commitments hereunder, neither Party shall be liable for delays in delivery or
performance or for failure to manufacture, deliver or perform resulting from
acts beyond the reasonable control of the Party responsible for performance.
Such acts shall include, but not be limited to (i) acts of God, acts of a public
enemy, acts or failures to act by the second Party (other than due to a breach
of the first Party), acts of civil or military authority, acts of any person
engaged in subversive activity or sabotage, governmental priorities, strikes or
other labor disturbances, hurricanes, tornadoes, earthquakes, fires, floods,
explosions, epidemics, embargoes, war, riots, and loss or damage to goods in
transit; or (ii) inability to obtain necessary products, components, services or
facilities on account of causes beyond the reasonable control of the delayed
Party or its suppliers. In the event of any such delay, the date(s) of delivery
or performance shall be extended for as many days are reasonably required due to
the delay, but no longer than forty-five (45) days without Crown's written
consent. After forty-five (45) days, Crown shall be entitled to obtain Products
and/or Ancillary Products covered by the affected Purchase Order elsewhere for
the term of such failure, and to reduce, pro tanto the quantity or amount of
products ordered from Metawave under the Purchase Order. Upon the occurrence of
an event of Force Majeure, the Party affected by such event shall notify the
other Party in writing within ten (10) days, and if such delay continues for
sixty (60) days following such notice, either Party may terminate the Purchase
Order affected by the event by providing notice.

22.2 Notice of Labor
Disputes. Whenever Metawave has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of any Purchase
Order, Metawave shall immediately give notice thereof and all relevant
information to Crown.

## 23   GOVERNING
LAW/DISPUTE RESOLUTION

23.1 Choice of Law.
This Agreement and each Purchase Order issued hereunder shall be construed in
accordance with the internal laws of the state of New York, without regard to
its choice of law provisions.

23.2 Dispute
Resolution. Except for matters involving equitable relief, any controversy
or claim arising out of or relating to this Agreement, or the breach thereof,
shall be resolved in the following order: (i) by good faith negotiation between
representatives of Crown and Metawave who have authority to fully and finally
resolve the dispute to commence within ten (10) days of the request of either
Party; (ii) in the event that the Parties have not succeeded in negotiating a
resolution of the dispute within ten (10) days after the first meeting, then the
dispute will be resolved by non-binding mediation to be held in Los Angeles, CA,
using a mutually agreed upon non-affiliated neutral Party (or if the Parties are
unable to agree upon a mediator, an impartial mediator selected by the American
Arbitration Association) having experience with or knowledge in the wireless
communications equipment industry, such neutral Party to be chosen within five
(5) days after notice by either Party demanding mediation (the costs therefore
to be shared equally); and (iii) if within thirty (30) days of the initial
demand for mediation by the Parties, the dispute cannot be resolved by
mediation, then the dispute will be resolved by binding arbitration administered
in Los Angeles, CA by the American Arbitration Association under its Commercial
Arbitration Rules, including the Optional Rules for Emergency Measures of
Protection, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The Parties agree that they
shall pick the arbitrator(s) within five (5) business days of the submission
from the American Arbitration Association of proposed arbitrators to the
Parties. All discovery in arbitration shall be completed within thirty (30) days
after the selection of the arbitrator(s) and the hearing shall be held within
thirty (30) days of the completion of discovery. All costs of such arbitration
will be shared equally by the Parties with each Party bearing the cost of its
own counsel. The Parties commit to expedite the arbitration process and not to
delay any portion thereof. The parties agree to abide by and perform any award
rendered by the arbitrator(s). A ruling by the arbitrator(s) shall be
non-appealable. If either party seeks enforcement of the terms of this Agreement
or seeks enforcement of any award rendered by the arbitrator(s), then the
prevailing party (designated by the arbitrator(s)) to such proceeding(s) shall
be entitled to recover its legal costs and expenses (other than the arbitration
costs) from the non-prevailing party, in addition to any other relief to which
it may be entitled.

Notwithstanding anything in
this Section to the contrary, and subject to Section 14.6, neither party shall
be precluded from seeking court action in the event the action sought is either
an injunctive action, a restraining order or other equitable relief.

## 24   
PUBLICITY

Metawave shall have the
right to issue a press release describing in general terms this Agreement. Any
proposed release shall be subject to Crown's approval, which shall not be
unreasonably withheld, delayed or conditioned; provided, however, that such
approval shall be in Crown's sole discretion if the identity of Crown is
disclosed in such press release. Any subsequent press release or public
notification (other than notification required by law or regulation) relating to
the acceptance delivery or deployment of the SmartShare Systems covered under
this Agreement shall be as mutually agreed between the Parties and such mutual
agreement shall not be unreasonably withheld by either Party.

## 25   
WAIVER

Any term of this Agreement
may be amended or waived only with the consent of the Parties or their
respective permitted successors and assigns. Any amendment or waiver effected in
accordance with this Section shall be binding upon the Parties and their
respective successors and assigns.

## 26   DISCLAIMER
OF CONSEQUENTIAL DAMAGES

Neither Party shall be
liable to the other for any indirect, special, consequential damages or lost
profits resulting from obligations under this Agreement or any breach of this
Agreement.

## 27  
SEVERABILITY

If any of the provisions of
this Agreement shall be invalid or unenforceable, such invalidity or
unenforceability shall not invalidate or render unenforceable the entire
Agreement, but rather the entire Agreement shall be construed as if not
containing the particular invalid or unenforceable provisions, and the rights
and obligations of Metawave and Crown shall be construed and enforced
accordingly.

## 28  
ENTIRETIES

This Agreement, including
all Exhibits that are attached to and hereby incorporated into this Agreement,
shall constitute the entire agreement between Crown and Metawave with respect to
the subject matter hereof and supersedes the Letters of Intent executed by the
Parties, the Confidentiality Agreement dated October 20, 2000 by and between
Crown Castle USA, Inc. and Metawave, and all prior agreements, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any Party or any officer, employee or representative of any Party
with respect to the subject matter hereof. Any conflicts between this Agreement
and any Purchase Order or Follow-on Order shall be governed by the terms of this
Agreement.

## 29  
SURVIVAL

The Parties agree that the
obligations and protections of Articles 20, 26 and 29 and Sections 11.3 and 11.5
shall survive termination of this Agreement for a term of 2 years; Sections 12,
14.5 and 17 shall survive termination of this Agreement for the term set forth
or incorporated therein; and Sections 6, 13, 15 and 23 shall survive the
termination of this Agreement. Any and all payment obligations of the Parties
under this Agreement shall survive termination for a period of five (5) years
after termination of this Agreement. All other provisions necessary for the
interpretation of the surviving provisions shall also survive for the purpose of
such interpretation.

## 30   
AMENDMENTS

Any amendment or
modification of this Agreement or any Exhibit must be in writing and signed by a
duly authorized representative of each of the Parties.

## 31  
CONSTRUCTION

Unless the context requires
otherwise: (i) the gender (or lack of gender) of all words used in this
Agreement includes the masculine, feminine, and neuter; (ii) the word
"including" means "including, without limitation"; (iii) references to Articles
and Sections refer to Articles and Sections of this Agreement; and (iv)
references to Schedules, Exhibits and Appendixes are to the Schedules, Exhibits
and Appendixes attached to this Agreement, each of which is made a part hereof
for all purposes.

## 32   FURTHER
ASSURANCES

In connection with these
Agreement and the transactions contemplated hereby, each Party shall execute and
deliver any additional documents and instruments and perform any additional acts
that may be necessary or appropriate to effectuate and perform the provisions of
this Agreement and those transactions.

## 33  
COUNTERPARTS

This Agreement may be
executed in any number of counterparts, all of which shall constitute the same
instrument.

## 34   
TERRITORY

This Agreement applies to
sales of Products in the United States. However, in the event that Crown or its
Affiliates wishes to purchase Products under this Agreement for export or use
outside the United States, the parties shall discuss and resolve to their mutual
agreement (not to be unreasonably withheld, conditioned or delayed) the issues
related to such sales, including but not limited to, the cost implications,
customs and duties handling, and export controls, taking into account all of
Crown's preferential rights under this Agreement, prior to any Purchase Orders
being placed by Crown or its Affiliates for Products to be exported outside the
United States.

## 35   TIME IS OF
ESSENCE

Each of the Parties
acknowledges that time is of the essence and that its shall act in good faith
and use reasonable commercial efforts to finalize all exhibits and ancillary
agreements contemplated and/or required under this Agreement as soon as
reasonably practicable following the Effective Date.

SIGNATURE PAGE
FOLLOWS

IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the Effective Date hereof.

|CROWN CASTLE MW CORP. By:
 Name: 
Title:
 Date: | METAWAVE COMMUNICATIONS CORP.
By: 
Name:
Title:
Date:
|----------------------------------------------- | -----------------------------------------------------

## Exhibit A -
Statement of Work and Project Milestones

# TBD

# Exhibit B -
Product Specifications

# TBD

# Exhibit C -
Performance Acceptance Criteria and Procedure

# TBD

# Exhibit D -
Products Price List

## Introduction

This Exhibit defines the
"Not To Exceed (NTE)" price targets for the Products. These Purchase Prices are
based on currently available information and will be converted to firm fixed
prices in accordance with Section 8.5 of the Purchase Agreement. The firm fixed
prices for the Products and Ancillary Products shall not exceed the NTE pricing,
unless otherwise agreed to by the Parties. The Purchase Prices set forth below
will be adjusted as often as necessary to reflect Crown's status as Metawave's
most favored customer in accordance with Section 8.6 of the Purchase Agreement,
which entitles Crown to, among other things, firm fixed prices no less favorable
than the lowest fixed firm prices offered to other Metawave customers. All
discounts set forth in Sections 2 and 4 below are separate and cumulative
discounts. To the extent any inconsistencies or conflicts exist between this
Exhibit and the Purchase Agreement, the terms of the Purchase Agreement shall
control.

PRODUCT ANNUAL
PURCHASE PRICE REDUCTIONS

The Purchase Prices listed
in the tables below shall be reduced by a total amount of [***] after
[***]. The Purchase Prices listed in the tables below shall be reduced by
a total amount of [***] after [***]. The Purchase Price reductions
shall be applied to all orders received following the specified dates.

## Product
pricing

## Product Pricing
for 2+2 Products with Variable Down-tilt

|                          |             |                       
|------------------------- | ----------- | ----------------------
|2+2 Product Pricing Price | Price (USD) | Cumulative Price (USD)
|[***][***]                | $[***]      | $[***]                
|[***]                     | $[***]      | $[***]                
|[***]                     | $[***]      | $[***]                
|[***]                     | $[***]      | $[***]                
|[***]                     | $[***]      | $[***]                

1. For 2+2 Products, if NEXTEL or another SMR tenant is designated as a Cellular
Tenant, then the 2+2 Products shall be limited to 1Cellular/SMR and two (2) PCS
tenants.

[***]

3. Product pricing will be
adjusted in accordance with Sections 1 and 2 of this exhibit and with the terms
       of the Purchase Agreement.

[***]

## Product Pricing
for PCS Products with Variable
Down-tilt

|                          |             |                       
|------------------------- | ----------- | ----------------------
|2+2 Product Pricing Price | Price (USD) | Cumulative Price (USD)
|[***][***]                | $[***]      | $[***]                
|[***][***]                | $[***]      | $[***]                
|[***][***]                | $[***]      | $[***]                
|[***][***]                | $[***]      | $[***]                

Notes: 5. Product pricing will be adjusted in
accordance with Sections 1 and 2 of this exhibit and with the terms of the
Purchase Agreement [***]

[***]

|      |       
|----- | ------
|[***] | [***] 
|[***] | $[***]
|[***] | $[***]
|[***] | $[***]

Notes: [***]

## Tenant
expansion kits Delivery

Tenant Expansion Kits shall
be delivered within 30 days following receipt of a Purchase Order except as
otherwise permitted in Section 9.4 of the Purchase Agreement.

# Exhibit E -
Ancillary Products Price List

## Introduction

This Exhibit defines the
"Not To Exceed (NTE)" price targets for the Ancillary Products. These prices are
based on currently available information and will be converted to firm fixed
prices in accordance with Section 8.5 of the Purchase Agreement. The Purchase
Prices set forth below will be adjusted as often as necessary to reflect Crown's
status as Metawave's most favored customer in accordance with Section 8.6 of the
Purchase Agreement, which entitles Crown to, among other things, firm fixed
prices no less favorable than the lowest fixed firm prices offered to other
Metawave customers. Ancillary products can be purchased under this Agreement
for: i) Revisions, modifications or replacement components for filtering for a
specific Tenant, ii) Modifications or changes to a specific Tenant's previously
deployed antenna patterns, and iii) Provisioning of component spares or
replacement units for Tenants. All Tenant additions to both 2+2 Products and PCS
Products shall only be accomplished using Tenant Expansion Kits and, where
applicable, PCS Expansion Antennas, as defined in Exhibit D of the Purchase
Agreement. All discounts set forth in Section 4 below are cumulative discounts.
To the extent any inconsistencies or conflicts exist between this Exhibit and
the Purchase Agreement, the terms of the Purchase Agreement shall control.

## INDIVIDUAL
ANCILLARY PRODUCT Component
Pricing

|                                      |            
|------------------------------------- | -----------
|Replacement Component Product Pricing | Price (USD)
|[***]                                 | $[***]     
|[***]                                 | $[***]     
|[***]                                 | $[***]     

2. Each Tenant requires six (6)
Personality Cards per band per site. 
3. Each PCS filter assembly includes 6 PCS
filters per band per site.

Ancillary Products Delivery Delivery of Ancillary
Products will be accomplished according to the following schedule.

|                                                             |                                                                                               
|------------------------------------------------------------ | ----------------------------------------------------------------------------------------------
|Standard Personality
Cards (pre-established pattern options)
|                                                             | Orders will be shipped within 72 hours
of receipt of order                                    
|Custom Personality Cards (custom pattern options)           
|                                                             | Orders to be shipped within 5 days of receipt of order and required pattern
generation data.  
|PCS Filter Assembly                                         
|                                                             | Orders to be shipped within 5 days of
receipt of order and required filter specification data.

[***]

|      |      
|----- | -----
|[***] | [***]
|[***] | [***]
|[***] | [***]
|[***] | [***]
|      |      
|[***] | [***]
|[***] | [***]
|[***] | [***]
|[***] | [***]

Notes: [***][***]

# Exhibit F -
Design Package Escrow Agreement

# TBD

# APPENDIX
1

# PURCHASE
ORDER

|            |               
|----------- | --------------
|BILL TO:    | ORDER NO:DATE:
|VENDOR:     | SHIP TO: :    
|ENTERED BY: |               
|TAKEN BY:   |               
|BUYER NAME: | DELIVERY:     

|              |          |     |  |       |            
|------------- | -------- | --- |  | ----- | -----------
|Required Date | Ship Via | FOB |  | Terms | Order Req.#
|              |          |     |  |       |            

|     |     |             |     |    |          |          
|---- | --- | ----------- | --- | -- | -------- | ---------
|ITM# | P/N | Description | AMT | UM | UNIT CST | EXTENSION

THIS PURCHASE ORDER IS
SUBJECT TO ALL THE TERMS AND CONDITIONS OF THAT CERTAIN SMARTSHARE SYSTEM
PURCHASE AGREEMENT DATED FEBRUARY ___, 2002 (THE "PURCHASE AGREEMENT") BY AND
BETWEEN METAWAVE COMMUNICATIONS CORPORATION AND CROWN CASTLE MW CORP, AND IS
INCORPORATED HEREIN FOR ANY AND ALL PURPOSES. THE PARTIES AGREE THAT ANY
ADDITIONAL, DIFFERENT OR CONFLICTING TERMS AND CONDITIONS CONTAINED IN ANY
QUOTE, SOLICITATION, PURCHASE ORDER, AGREEMENT OR DOCUMENTATION EXCHANGED BY THE
PARTIES THAT CONFLICT WITH THE TERMS OF THE PUCHASE AGREEMENT SHALL NOT BE
BINDING ON THE PARTIES AND ARE HEREBY REJECTED, UNLESS THE PARTIES EXPRESSLY AND
SPECIFICALLY AGREE TO SUCH CHANGES.

|                      |            
|--------------------- | -----------
|PURCHASING DEPARTMENT | TOTAL ORDER