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                                                                   EXHIBIT 10.21

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [*]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.


                  Development and Technology License Agreement


                                    Between

                         Samsung Electronics Co., Ltd.
                           Samsung Main Bldg. 250 2Ka
                        Taepyungro, Chungku, Seoul Korea

                                      and

                                 Metawave, Inc.
                             10735 Willows Road NE
                         Redmond,  WA  98073-9769, USA
<PAGE>

                              Section 1  Preamble

1.1  This Agreement, made and entered into as of the eighth day of February
2001, by and between Samsung Electronics Co., LTD., a Korean corporation with
its principal place of business in Samsung Main Bldg. 250 2Ka, Taepyungro
Chungku Korea, (hereinafter called "Samsung") and Metawave Inc., a Delaware
corporation with its principal place of business at 10735 Willows Road NE P.O.
Box 97069, Redmond, WA 98073-9769, USA (hereinafter called "Metawave").

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                             Section 2  Definitions

2.1  As used herein, the following terms shall have the meanings set forth
     below:

a)  "Prototype System" means [*].

b)  "Prototype System Development" means the engineering services provided by
    Metawave to Samsung to design the system specific components for [*].

c)  "Prototype Components" means the deliverable components from Metawave as
    defined in Annex A attached hereto.

d)  "Commercial System Development" means the engineering services provided by
    Metawave to Samsung to design the system specific components for a
    commercial system incorporating Metawave's technology for Adaptive Antenna
    Array capability based on the Samsung standard product.

e)  "Commercial System" means the [*].

f)  "Deliverable Items" means the Products and Services (hereinafter defined) to
    be delivered by Metawave to Samsung pursuant to this Agreement, of which is
    detailed and described in Annex A attached hereto.

g)  "ASIC" means an application specific integrated circuits to be used with or
    in the deliverable products under this Agreement.

h)  [*] means Metawave [*] consisting of Metawave [*] and associated control and
    processing software necessary to provide the [*].

i)  "RF Front End" means the physical antenna array elements, tower mounted RF
    distribution box, and phase matched cables connecting the antenna array
    elements to the RF distribution box.

j)  "Prototype System Test Plan" means the mutual developed and approved BTS
    performance test plan defining the verification test methods and procedures
    used to establish the performance of the modified prototype Samsung AAA BTS
    products.

k)  "Commercial System Test Plan" means the mutual developed and approved BTS
    performance test plan defining the verification test methods and procedures
    used to establish the performance of the modified Samsung Commercial system
    AAA BTS products.

l)  "Subsidiaries" means, with respect to any party, any entity which is under
    the control of such party by means of at least [*] ownership of the entity,
    whether directly or indirectly, or has been specifically included in this
    section below.

    Metawave shall approve subsidiaries of Samsung in which Samsung has less
    than 40% ownership to be included in this agreement, such approval shall not
    be unreasonably withheld.

m)  "AAA" means Adaptive Antenna Array

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n)  "Beamforming" means the process by which antenna patterns for both receive
    and transmit antenna patterns are electronically generated.

o)  "Samsung Products" means Samsung's Adaptive Antenna Array enhanced BTS
    commercial products incorporating [*] and smart Antenna technology.

p)  "Samsung Components" means [*] and or equivalent components, to be
    included and used as part of and within the Samsung Products, that have been
    exclusively designed by or for Samsung (which design is owned and used
    exclusively by Samsung).

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                     Section 3  Effective Date of Agreement

3.1  The effective date of this Agreement (hereinafter called "EDA") shall be
     the date when the Agreement has been signed by both Metawave and Samsung.

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                            Section 4      Services

4.1  Subject to the terms and conditions set forth herein, Metawave shall render
     to Samsung the following services according to the schedule as set forth
     herein (hereinafter collectively called "Services"):

     a)  [*].

     b)  [*].

4.2  Services shall include materials, fabrication, design support, system
     integration support, field test support, documentation and associated
     technology services in accordance with Annex A and Annex E attached hereto.

4.3  Details of Services are described in Annex A and Annex E attached hereto.
     The Annexes constitute a part of this Agreement. If any Annexes are
     contrary to this Agreement, this Agreement shall prevail.

4.4  Metawave represents and warrants that it has the full right and authority
     to enter into and perform any and all applicable provisions of this
     Agreement and further represents and warrants that there are no contracts,
     regulations or restrictions that will prevent it from performing the
     Services pursuant to this Agreement.

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                            Section 5      Delivery

5.1  Metawave at its [*] shall provide under this Agreement all the necessary
     [*] to perform the Services.

5.2  Metawave shall perform Services and deliver to Samsung the Deliverable
     Items pursuant to Annex A attached hereto according to the following
     delivery schedule("Schedule"):
<TABLE>
<CAPTION>
                                                                        Delivery
     Item No.                        Description                     (Months AEDA)/1/
     --------                        -----------                      ------------
<S>                                  <C>                             <C>
            Basic Agreement

1.   AAA Prototype System Development per Annex A                             [*]
2.   Quantity [*] per Annex A                                                 [*]
3.   Quantity [*] per Annex A                                                 [*]
4.   [*] per Annex A                                                          [*]
5.   Prototype Integration Test Support per Annex A                [*] following
                                                            Completion of Item 1
6.   Prototype Field Trials Test Support per Annex A               [*] following
                                                            Completion of Item 5
7.   Prototype documentation per Annex A                           [*] following
                                                            Completion of Item 6
8.   Commercial Product AAA System Development per Annex E                   TBD
9.   Commercial Product Integration Support per Annex E                      TBD
10.  Commercial AAA Product Documentation per Annex E                        TBD
11.  [*]                                                                     TBD
</TABLE>

5.3  The delivery point of Deliverable Items shall be [*] Sunnyvale, California
     (Incoterms 1990). Metawave shall pack all Deliverable Items for air freight
     shipping. Metawave shall ship all documentation to Samsung via FEDEX or
     equivalent service.

5.4  Metawave represents and warrants that the documentation to be submitted to
     Samsung pursuant to this agreement shall [*]

-----------------------
/1/  Months After EDA

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                   Section 6    Prototype Component Verification


6.1  Within [*] after the delivery of the prototype components from Metawave,
     Samsung shall integrate the components into the prototype system, and
     conduct a test which determines through a mutually agreed test procedure,
     that the Metawave Prototype components (hereinafter called "Prototype
     Components"), meet the requirements pursuant to Annex A attached hereto.

6.2  Samsung shall determine whether the Prototype System including the Metawave
     Prototype components conforms to the Performance Targets specified in Annex
     A attached hereto (hereinafter called "Specifications"), and satisfactory
     integration in its system and submit a written report to Metawave within
     [*] after completion by Samsung of the Prototype Verification Test. [*]

6.3  In the event that Samsung rejects the Prototype components by reasonable
     judgment within the [*] period set forth in Section 6.2 hereof, the parties
     shall spend the [*] to discuss a mutually agreeable solution. If the
     parties cannot agree on a solution during such period, Samsung may, at its
     sole discretion, terminate this Agreement subject to Section 23.2 hereof.
     Section 6.2 above shall apply mutatis mutandis to the any revised Prototype
     Verification Testing conducted by Samsung.

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               Section 7      Completion of the Prototype System

7.1  Within [*] after the completion of the field trial, Samsung shall submit to
     Metawave a field test report (hereinafter called "Field Test Report") which
     describes the result of the field trials of the prototype Systems
     (hereinafter called "Field Trials"), pursuant to Annex A attached hereto.
     In the event Samsung was not able to submit a Field Test report in the
     above time limit, and Metawave agrees that the cause was reasonable, such
     time limit shall be adjusted by mutual agreement.

7.2  Samsung and Metawave shall examine the Field Test results to determine
     whether the Prototype System conforms to the requirements, and Samsung
     shall submit a written acceptance or rejection to Metawave within [*] after
     review of the Field Test Results. If no written rejection is submitted by
     Samsung within the said [*] period, the development shall be deemed
     completed on the expiration date of such period.

7.3  In the event that Samsung rejects the Field Test Results due to the
     Metawave Prototype System's components non-conformity to the Specifications
     within the [*] period set forth in Section 7.2 hereof, the parties shall
     spend the next [*] to discuss a mutually agreeable solution. If the parties
     cannot agree on a solution during such period, Samsung may, at its sole
     discretion, terminate this Agreement subject to Section 24.4 hereof.
     Section 7.2 above shall apply mutatis mutandis to the revised Field Test
     Results developed by Samsung.

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                              Section 8      Price

8.1  In consideration for the faithful performance and completion of the
     Services by Metawave hereunder, Samsung shall pay the fees as follows:
<TABLE>
<CAPTION>
  Item No.            Description                   Price (U.S.D.)
  -------             -----------                   --------------
                           Basic Agreement Prototype
<C>  <S>                                                     <C>
1.   Prototype System Development per Annex A                $[*]
2.   Quantity [*] per Annex A                                $[*]
3.   Quantity [*] per Annex A                                $[*]
4.   Prototype Components Documentation per Annex A           [*]
5.   Prototype Integration and Test Support per Annex A      $[*]
6.   Prototype Field Trials Support per Annex A              $[*]

          Prototype Agreement Price (Items 1 through 6)      $[*]

                     Basic Agreement Commercial Development

7.   Commercial System Development per Annex E                [*]
8.   Commercial System Documentation per Annex E              [*]
                                                        ---------
Commercial Agreement Price (Items 7 and 8)              $     [*]

Options
9.   In House Engineering Support (per man week)             $[*]
10.  Field Support (per man day)                             $[*]
11.  Field Support Travel (per man trip)                     $[*]
                                  Software [*]
12.  Software [*]                                            $[*]
13.  Annual Maintenance Fee                                  $[*]
</TABLE>

8.2  The Price of item 7 in section 8.1 shall be based on Metawave's reasonable
     standard and customary rates for the scope of services defined and agreed
     as part of the commercial system development.

8.3  Samsung may exercise option items 9, 10 and 11 by notifying Metawave in
     writing of the level of required effort and duration. Option items 9, 10
     and 11 shall remain valid and exercisable by Samsung until [*] After EDA.

8.4  The fees specified in this Section 8 (item 1 to 11) shall be deemed to
     cover all the compensation and expenses to be paid or reimbursed by Samsung
     to Metawave in connection with the performance of Services by Metawave
     under this Agreement, including the Services provided as option.

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8.5  The parties agree that the price of items 5 and 6 assumes subsistence costs
     and travel cost based on field testing at Samsung facilities in Korea. When
     a field trial location has been selected, prices for travel and subsistence
     shall be adjusted as mutually agreed based on Metawave's reasonable
     standard and customary rates.

8.6  [*].

8.7  Samsung shall pay to Metawave [*] in accordance with item 13 above. The [*]
     shall be due beginning [*] following the initial delivery of the software
     [*] as defined in item 8.6, and thereafter [*] as long as this license
     agreement is in effect. This fee shall provide for up to [*] for the [*]
     provided under and in accordance with section 11 of this License Agreement.
     Samsung shall have the right to terminate the software [*] support by
     providing written notification Metawave [*] prior to the beginning of the
     annual term of renewal. In the event that Samsung terminates the software
     [*] support Metawave shall no longer be responsible for supporting Samsung
     [*] configuration.


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                              Section 9  Payments

9.1  Payment for Items 1 through 6 of Section 8.1 hereof shall be made in
     accordance with the following schedule:

     [*]

     * AEDA means After Effective Date of Agreement

9.2  Payment for items 7 and 8 of Section 8.1 shall be made as follows:

     [*]

9.3  The [*] for the Prototype Agreement Price defined in Section 8.1 hereof
     (hereinafter called "Agreement Price") shall be made by Samsung to Metawave
     [*] following the signing of this Agreement and after Samsung's receipt of
     appropriate invoice issued by Metawave. Payment shall be made in U.S.
     dollars [*]. All other payments under Section 9.1 hereof, except as
     otherwise specifically agreed upon between the parties hereto in writing
     shall be made within [*] after Samsung's receipt of appropriate invoice
     issued by Metawave. Payments of the amounts specified in section 9.1 shall
     be made in U.S. dollars [*]

9.4  If Samsung's payment as specified in section 9 is delayed and such [*]

9.5  If for fault of Samsung, the start of the Prototype Field Trials are [*]

9.6  If for fault of Samsung the start of the Field Trials is delayed or the
     duration of the Field Trials is extended for more than [*],[*] as specified
     under the Agreement shall be paid forthwith.

9.7  [*] shall bear and pay all United States taxes that may be imposed on
     payments made to Metawave according to the terms of this agreement. [*]
     shall pay all other fees and taxes.

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            Section 10      Samsung Furnished Equipment and Services

10.1  Samsung shall furnish to Metawave for use in connection with and under the
      terms of this Agreement, the equipment and services described in Annex B
      attached hereto, together with such related data and information as
      Metawave may request and as may reasonably be required for the intended
      use of such equipment (hereinafter called "Samsung Furnished Equipment and
      Services").

10.2  Title to the equipment to be delivered pursuant to Section 10.1 above
      shall remain with Samsung. Upon delivery of the equipment specified in
      item 10.1 above, Metawave shall assume risk of loss for such equipment
      excluding normal wear and failures do to normal operation while the
      equipment is at Metawave's facilities. Title to such equipment shall not
      be affected by the incorporation or attachment thereof of any property not
      owned by Samsung.

10.3  The schedule of the performance of the Services are based upon the
      expectation that Samsung Furnished Equipment and Services will be
      furnished by Samsung at the times stated in Annex B attached hereto. In
      the event the Samsung Furnished Equipment and Services are not delivered
      to Metawave by such time or times, the schedule of the performance of the
      Services, or the applicable price therefore or both shall be mutually
      adjusted accordingly.

10.4  At the completion of Metawave's obligation under the terms of this
      Agreement or upon earlier termination of this Agreement, Samsung furnished
      equipment shall be returned to Samsung, FOB Metawave's Facilities.

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               Section 11     Intellectual Property and License

11.1    Intellectual Property Ownership

11.1.1  As between Metawave and Samsung any and all intellectual property rights
        (including, without limitation, patent, copyright, and trade secret)
        relating to Adaptive Antenna Array and [*] previously developed by
        Metawave or relating to proprietary information provided to Samsung by
        Metawave during the course of this Agreement to assist in the
        development or delivery of the deliverable items under the terms of this
        Agreement, are the sole property of Metawave, including but not limited
        to the intellectual property and patents listed in Annexes A and D
        ("Metawave Intellectual Property").

11.1.2   As between Samsung and Metawave any and all intellectual property
         rights (including, without limitation, patent, copyright and trade
         secret) relating to CDMA technology previously developed by Samsung or
         relating to proprietary information provided to Metawave by Samsung
         during the course of this Agreement to assist in the development or
         delivery of the deliverable items under the terms of this Agreement,
         are the sole property of Samsung ("Samsung Intellectual Property").

11.1.3   The foregoing notwithstanding, in the event that Metawave and
         Samsung jointly develop intellectual property relating to the
         technology described in Annexes A, D and E during the course of the
         Services ("Jointly Developed Intellectual Property"), where Jointly
         Developed Intellectual Property as referred to herein consists only of
         [*].

11.1.4   As between Samsung and Metawave any and all future intellectual
         property rights (including, without limitation, patent, copyright and
         trade secret) relating to the adaptation, modification, improvement, or
         alteration of the [*] technology, including the development of a [*]
         for use with air interfaces other than the [*] wireless interface
         standards, by Metawave are the sole property of Metawave ("Future
         Developed Intellectual Property").

11.1.5   As between Samsung and Metawave any and all future intellectual
         property rights (including, without limitation, patent, copyright and
         trade secret) relating to CDMA technology developed by Samsung or
         relating to proprietary information provided to Metawave by Samsung
         during the course of this Agreement to assist in the development or
         delivery of the deliverable items under the terms of this Agreement,
         are the sole property of Samsung ("Samsung Future Intellectual
         Property").

11.2     Intellectual Property License:

11.2.1   License During Development:

11.2.1.1 During the time from the effective date of this Agreement through
         completion of the development set forth in Section 7 (hereafter called
         Prototype System Development), as

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          between Metawave and Samsung, Metawave shall have [*] under the
          Metawave Intellectual Property, and Jointly Developed Intellectual
          Property, including the [*], except that Samsung shall have the [*] in
          accordance with the terms and conditions of this Agreement.

11.2.1.2  During the Prototype System Development, as between Metawave and
          Samsung, Samsung shall have [*], except that Metawave shall have the
          [*] associated with the technology described in Annex B in performing
          the services set forth in Section 4 and Annexes A and E.

11.2.2    Post Development License:

11.2.2.1  Following completion of the prototype development set forth in Section
          7 hereof (hereinafter called Prototype System Completion) and full
          payment as provided for in Section 9, [*].

11.2.2.2  Following the [*] and full payment as provided for in Section 9,
          payment of the [*] in the amount and within the time as set forth in
          Section 12.1, and for such time as the royalty obligations as set
          forth in Sections 12.2-12.5 are met, [*].

          The Samsung Products and Samsung Components utilizing the [*].

11.2.3    Following the [*] and full payment as provided for in Section 9,
          Metawave at Samsung's request and payment of the Initial License Fee,
          in the amount and within the time as set forth in Section 12.1, and
          for such time as the royalty obligations set forth in Sections 12.2-
          12.5 are met shall grant to Samsung and its Subsidiaries, a [*].

11.3      All rights, title, and interest in any updates, developments,
          enhancements, or modifications made to the [*]. Samsung agrees that it
          will promptly notify Metawave of, and communicate full information in
          writing covering, any such Samsung Improvements and hereby grants to
          Metawave a [*] to use such Samsung Improvements. Samsung may use such
          Samsung Improvements only in accordance with the terms and conditions
          of the license set forth in sections 11 of this Agreement.

11.4      Should Metawave grant to any third party other than a Subsidiary of
          Metawave or of which Metawave is a Subsidiary, a [*], in order to [*]
          in this Agreement, Metawave shall [*]. In the case where Metawave has
          granted a [*].

          Such [*] shall only be effective, however, if Samsung shall, within
          [*] referred to in (i) above, advise Metawave that it accepts all
          terms and

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          conditions of the [*]. The provisions above, shall not apply in
          respect to any [*] by Metawave resulting from a [*] provided in this
          Agreement, or the [*].

          Samsung shall have the right to request [*]. Selection of an
          independent party, who has [*] for such a review, shall be subject to
          mutual agreement by Samsung and Metawave, and in no case shall the
          party be an employee, contractor or affiliate of either company. [*].
          Following a review of the agreement the reviewer shall provide Samsung
          and Metawave with an assessment of whether the [*].

11.5      In that Metawave has disclosed or may disclose, through the term of
          this agreement certain U.S. patent applications to Samsung, Samsung
          agrees to protect these patent applications from unauthorized
          disclosure to any third party outside of Samsung and its Subsidiaries
          pursuant to section 21 hereof.

11.6      In that Metawave has developed and holds certain copy rights to and
          for software relating the [*] for mobile communications applications,
          that Metawave will provide to Samsung, Samsung agrees to protect this
          software from unauthorized disclosure to any third party outside of
          Samsung and its Subsidiaries.

11.7      Metawave shall deliver to Samsung appropriate information, which is
          sufficient for Samsung to exercise the rights set forth in Section
          11.2, including providing Samsung with an appropriate and reasonable
          technical support.

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                             Section 12     Royalty

12.1    Following successful completion of the Prototype System capacity
        verification test, Samsung shall [*] set forth in Section 11.2.2.2
        hereof and Samsung shall pay to Metawave an Initial License Fee payment
        of [*] within [*] following the Prototype System Completion, and there
        after Samsung shall pay royalties as set forth in Section 12.2 hereof.

12.2    The Amount of Royalty will be determined according to the following
        sections as applicable to the specific applications by Air Interface
        standard.

12.2.1  The amount of royalty for applications relating to [*] shall be as
        follows: [*].

12.2.2  The amount of royalty for all other mobile wireless air interface
        standards for Samsung Products and Samsung Components which utilize
        Metawave's licensed intellectual property the amount of royalty shall be
        as follows: Metawave and Samsung shall agree on a [*].

12.3    If Samsung purchases or licenses a product or products from a third
        party supplier for use with Samsung Products which incorporates the [*],
        under this Agreement, so that the [*] herein.

12.4    Net sales price as used in Section 12.2 hereof means the price charged
        to customers for the [*] (to include [*] and corresponding software)
        manufactured or sold by Samsung and/or its Subsidiaries, less freight,
        insurance charges and sales tax, if any, directly applicable to such
        [*].

12.5    Samsung shall make the royalty payments within [*] of the end of the
        [*] for all Samsung Products and Samsung Components sold during [*] and
        shall also provide a report which details how the royalty was
        calculated.

12.6    Samsung shall maintain records and books of its sales subject to the
        royalty set forth in Section 12.2 above, and shall permit, during
        Samsung's usual business hours, not more frequently than annually,
        inspection by an certified public accountant appointed by Metawave of
        the records and books to the extent which is necessary to verify the
        amounts of the royalty.

12.7    The license granted pursuant to the terms and conditions of this
        Agreement, shall [*], provided that the obligations of Samsung pursuant
        to section 12 are met. [*].

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12.8    Samsung shall have the option to terminate this License Agreement
        following [*]. In the event that Samsung elects to terminate this
        license agreement, Samsung will provide to Metawave a written notice of
        intention to terminate and shall cease to include deliver utilize or
        distribute products or components utilizing or incorporating the
        Metawave licensed technology.


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                       Section 13      Future Development

13.1   After the Pre-Production System Completion, Samsung may at its option,
       ask Metawave to modify the interface or functions of the [*] and or
       antenna array technology developed or provided under this Agreement.
       Metawave shall provide a reasonable proposal to accomplish the
       modification, following agreement on the scope of the modifications
       Metawave shall undertake such modifications.

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         Section 14   Samsung's Purchase of Metawave Components

14.1   Upon the payment of the royalty Fee's set forth in Section 12.1 hereof,
       by Samsung, and at such time as Metawave receives a purchase order, [*].
       Other terms and conditions applicable to such sale will be negotiated
       between the parties hereto and will be set forth in a separate agreement
       purchase order.

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                   Section 15          Disclaimer of Agency

15.1  Neither party shall be, nor hold itself out to be, an agent or
      representative of the other party for any purpose whatsoever and neither
      party shall have the right or authority to create or assume any obligation
      or responsibility of any kind, express or implied, in the name of or on
      behalf of the other party or to bind the other party in any way or for any
      purpose whatsoever.

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                        Section 16      Indemnification

16.1   Metawave shall indemnify and hold Samsung harmless from any and all
       claims and liabilities for injury to or death of any person or for damage
       to or destruction of any property resulting from any and all act or
       omissions of Metawave's employees, agents or subcontractors.

16.2   Samsung shall indemnify and hold Metawave harmless from any and all
       claims and liabilities for injury to or death of any person or for damage
       to or destruction of any property resulting from any and all act or
       omissions of Samsung's employees, agents or subcontractors.

                                      -22-
<PAGE>

                          Section 17      Infringement

17.1   Metawave agrees to defend, indemnify and hold harmless Samsung and its
       respective directors, shareholders, officers, agents, employees,
       successors and assigns from and against any and all claims, demands,
       suits, actions, judgments, damages, costs, losses, expenses (including
       reasonable attorneys' fees) and other liabilities arising from, in
       connection with, or related in any way to, directly or indirectly the
       Deliverable Items, when used within the scope of this Agreement, infringe
       any patent (including application), or any copyright, trademark or trade
       secret; provided that Samsung provides Metawave with (i) prompt written
       notice of such claim or action, (ii) proper and full information and
       reasonable assistance to defend and/or settle any such claim or action at
       Metawave's expense. In the event that the Deliverable Items, or a part
       thereof, are held, or in Metawave's sole opinion, may be held to
       constitute an infringement, Metawave, at its option and expense, may
       either (x) modify the Deliverable Items so they become non-infringing,
       (y) replace the Deliverable Items with functionally equivalent non-
       infringing materials reasonably acceptable to Samsung or (z) accept
       return of the Deliverable items and return to Samsung the commercial
       fees, including without limitation any royalty and development fee.
       Accept return of the Deliverable Items and return to Samsung the fees
       then already received. Notwithstanding the foregoing, Metawave will have
       no liability if the alleged infringement arises from combinations of the
       Deliverable Items with non-Metawave programs or products, unless such
       combination is authorized in advance in writing by Metawave.

17.2   THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF METAWAVE AND
       THE EXCLUSIVE REMEDY OF SAMSUNG, WITH RESPECT TO ANY ALLEGED OR ACTUAL
       INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, TRADEMARKS OR OTHER
       INTELLECTUAL PROPERTY RIGHTS BY THE DELIVERABLE ITEMS.

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                        Section 18      Taxes and Duties

18.1  [*] shall be responsible for any and all taxes, duties or fees in
      connection with this Agreement, imposed and collected by United States
      Governmental Authorities for Services performed by [*] hereunder.

18.2  Notwithstanding Section 18.1 hereof, [*] shall be responsible for the
      payment of all other taxes, duties, or fees in connection with this
      Agreement so far as they are applicable outside the United States, except
      for the income tax withheld at source in Korea to the extent such
      withholding tax is creditable against the income tax of Metawave in the
      United States. [*] shall be responsible for the reporting and payment
      of all taxes, duties, or fees resulting in importing Samsung Furnished
      Equipment and Services to the United States in connection with this
      Agreement.

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                    Section 19      Limitation of Liability

19.1  IN NO EVENT, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN CONNECTION
      WITH THIS AGREEMENT OR FROM MANUFACTURE, INSTALLATION, MAINTENANCE, REPAIR
      OR USE OF THE EQUIPMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL
      DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF
      USE OF THE EQUIPMENT OR ANY ASSOCIATED EQUIPMENT, COST OF SUBSTITUTE
      EQUIPMENT, OR DOWN TIME COSTS.

19.2  EXCEPT FOR THE OBLIGATION OF METAWAVE UNDER SECTION 17.1 HEREOF, NEITHER
      PARTY'S LIABILITY ON ANY CLAIM ARISING FROM THIS AGREEMENT, OR FROM THE
      MANUFACTURE, DELIVERY, INSTALLATION, INSPECTION, OPERATION OR USE OF ANY
      EQUIPMENT COVERED BY OR FURNISHED UNDER THIS AGREEMENT, SHALL IN NO CASE
      EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY SAMSUNG TO METAWAVE FOR THE
      DEVELOPMENT COSTS AS STATED HEREIN.

19.3  THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS
      AGREEMENT, EXCEPT IN THWE CONDITION IF THIS AGREEMENT IS TERMINATED DUE TO
      EITHER PARTIES' MATERIAL BREECH.

                                      -25-
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                       Section 20      Licenses and Visas

20.1  Samsung shall assist Metawave in obtaining any permits, licenses and any
      other documents including visas, required for the performance of the
      Services. Samsung shall assist if requested for customs clearances of
      equipment and tools required for installation or service of the
      Deliverable Items to Korea or third countries. Samsung shall assist
      Metawave in obtaining any and all permits, clearances, visas and approvals
      for Metawave's representatives in connection with their entry into and
      departure from Korea or third countries for the purpose of performance of
      the Services.

20.2  The obligation of Metawave to provide the Deliverable Items,
      documentation, or any media in which any of the foregoing is contained, as
      well as any other technical assistance shall be subject in all respects to
      such United States laws and regulations as shall from time to time govern
      the license and delivery of technology and products abroad by persons
      subject to the jurisdiction of the United States, including the Export
      Administration Act of 1979, as amended, any successor legislation, and the
      Export Administration Regulations issued by the Department of Commerce,
      Bureau of Export Administration. Samsung warrants that it will comply with
      the Export Administration Regulations and all other applicable United
      States laws and regulations governing re-exports of Deliverable Items in
      effect from time to time.

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                    Section 21      Proprietary Information

21.1  As used herein, "Confidential Information" means any and all technical or
      business information disclosed hereunder by a party hereto (hereinafter
      called "Disclosing Party") to the other party (hereinafter called
      "Receiving Party") which (i) if disclosed in written or other tangible
      form, is conspicuously marked as "Confidential" or "Proprietary" at the
      time of the disclosure, and (ii) if disclosed orally or visually, is
      specifically designated as proprietary or confidential at the time of the
      disclosure and summarized in writing conspicuously marked as
      "Confidential" or "Proprietary" by Disclosing Party and delivered to
      Receiving Party within twenty (20) days after the disclosure. The
      Receiving Party will keep secret and not disclose to any third party,
      including but not limited to any governmental agency or office for any
      purpose except as specifically set forth below, and not use any
      Confidential Information of the Disclosing Party for any purpose other
      than in association with performance of duties and obligations under this
      Agreement. The Receiving Party shall protect the Confidential Information
      of the Disclosing Party by using the same degree of care, but no less than
      a reasonable degree of care, as it uses to safeguard its own confidential
      information or proprietary information of a like nature from unauthorized
      use, disclosure, or dissemination. The Receiving Party will not reverse
      engineer, decompile, or disassemble any software disclosed to Receiving
      Party by the Disclosing Party. The Receiving Party may disclose
      Confidential Information of the Disclosing Party in accordance with valid
      judicial or other governmental orders, or in order to procure any
      necessary governmental approvals required by such Receiving Party to
      effectuate the purposes for which the Confidential Information was
      disclosed, provided Receiving Party shall give Disclosing Party reasonable
      notice prior to such disclosure.

21.2  The confidentiality obligations and restrictions imposed on Receiving
      Party hereunder shall not extend to any Confidential Information that
      Receiving Party can demonstrate:

      a)  was in the public domain at the time of its disclosure;

      b)  was known to Receiving Party at the time of its disclosure;

      c)  is independently developed by Receiving Party at any time;

      d)  becomes part of public domain through no fault of Receiving Party; or

      e)  is disclosed by Disclosing Party to a third party without restrictions
          on such third party's rights to disclose or use the same.

21.3  Upon the Disclosing Party's request, the Receiving Party shall return all
      copies of the Confidential Information, except for the Deliverable Items,
      to the Disclosing Party or make such other disposition thereof as is
      directed or approved by the Disclosing Party.

21.4  Neither party will, without the other party's prior written consent:

     (i)  make any news release, public announcement, denial or confirmation of
          this Agreement or its subject matter; or

     (ii) in any manner advertise or publish the fact of this Agreement.

                                      -27-
<PAGE>

   Any permission given by one party regarding the above, or regarding any other
   publicity or use of the other party's name, may be revoked at any time.
   Neither party will unreasonably withhold or revoke such permission.  Not
   withstanding the foregoing, Metawave may disclose the terms of this Agreement
   to financial institutions, venture capital funds, and/or investors as may be
   required for the purpose of raising the necessary capital to support
   Metawave's business objectives (subject to confidentiality restrictions
   defined in this agreement).

                                      -28-
<PAGE>

                        Section 22       Force Majeure

22.1  Metawave shall not be liable where the performance under the Agreement is
      obstructed or delayed due to causes beyond the reasonable control or
      without any fault or negligence on the part of Metawave. Such causes shall
      include, but shall not be limited to, acts of God, fires, floods,
      explosions, serious accidents, strikes, lockouts, or other similar labor
      actions, riots, civil commotions, mobilizations, threat or existence of
      war, blockades, embargoes, requisitions of vessels, epidemics or
      quarantine restrictions, acts of any government, government priorities,
      allocation regulations or orders affecting materials, facilities, or
      conditions dangerous to the health or safety of Metawave personnel, loss,
      destruction, or damage to equipment, delay in the delivery of materials
      from third parties, delay in transportation, acts of Samsung, or from any
      other causes beyond the reasonable control of the Metawave. Should
      excusable delays attributable to any of the above causes occur, the date
      for delivery shall be correspondingly extended by a period equal to that
      of the delay. Metawave shall inform Samsung each time within [*]of the
      commencement as well as the termination of the Force Majeure.

22.2  If Force Majeure has lasted [*] after notice as specified above and a
      mutually agreeable solution has not been found, the parties may either
      consider the means by which this Agreement may be terminated in whole or
      in part subject to a mutual agreement or renegotiate terms along lines
      mutually acceptable to both parties.

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                          Section 23     Termination

23.1  Until the Prototype System Completion, Samsung shall be entitled but not
      bound to terminate this Agreement for its convenience at any time by
      giving notice to Metawave. Metawave will have [*] from the time of notice
      of termination to efficiently stop all work activities. In the event that
      Samsung terminates this Agreement pursuant to this Section 23.1, Samsung
      shall promptly reimburse Metawave for:

      [*]

23.2  In the event that Samsung terminates this Agreement in accordance with
      Section 6.3 hereof, Metawave will have [*] from the time of notice of
      termination to efficiently stop all work activities. Samsung is not
      required to make further payment other than what is already due as of the
      notice of termination.

23.3  If there is a "change of control" at Metawave, then Metawave shall provide
      Samsung no less than [*] written notice prior to the effective date of any
      change in control or ownership of Metawave. For the purposes hereof, a
      "change in control" will include (i) a sale, merger or liquidation of
      Metawave, (ii) the acquisition by, and/or transfer to, a third party of
      50% or more of the outstanding capital stock of Metawave and/or (iii) a
      sale or transfer of all, substantially all or a substantial portion of the
      assets of Metawave. [*].

23.4  If the Prototype System Completion is not made within [*] after EDA, and
      such delay is not caused by Samsung's breach of this Agreement or Force
      Majeure, [*] under terms 23.1b. Metawave will have [*] from the time of
      notice of termination to efficiently stop all work activities. Samsung is
      not required to make further payment other than what is already due as of
      the notice of termination.

23.5  If either party hereto commits any breach of the terms of this Agreement
      and such breach is not corrected within [*] after receipt of notice from
      the other party specifying the nature of the breach, the other party may
      terminate this Agreement forthwith, without any compensation and liability
      to the breaching party.

23.6  If either party hereto shall file a petition in bankruptcy or make a
      general assignment for the benefit of creditors or otherwise acknowledge
      insolvency or if either party shall be adjudged a bankrupt or go or be
      placed into a complete liquidation, or if a receiver shall be appointed
      for the business of either party, or if either party shall cease major
      part of its business, the other party may terminate this Agreement
      forthwith, without any compensation and liability to such party.

23.7  In the event that this Agreement is terminated [*],[*] as defined in this
      agreement. [*].

23.8  In the event that this Agreement terminates, both Parties agree to keep in
      confidence the confidential information received as defined in section 21,
      and to protect and safeguard the same by taking measures at least equal to
      its own confidential information. Both Parties agree not to divulge or
      disclose, either directly or indirectly, in whatever form or by whatever
      means, the confidential information or any part thereof to third parties
      without the prior written approval of the disclosing Party.


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                     Section 24         Liquidated Damages

24.1  [*].

24.2  Amounts to which Samsung may be entitled under this Section 24 are
      intended to be Samsung's exclusive remedy for damages caused by Metawave's
      delay in delivery of any items or materials to be delivered to Samsung
      hereunder.

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                      Section 25      Technology Warranty

19.2  Metawave Warrants that the technology provided under the terms of this
      Agreement shall [*]


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                          Section 26      Regulations

26.1  At all times during the performance of their obligations hereunder the
      parties shall in all respects comply with any applicable laws, regulations
      and orders of governmental authorities and agencies having competent
      jurisdiction.

                                      -33-
<PAGE>

                         Section 27  Non-Assignability

27.1  This Agreement and any rights or obligations hereunder shall not be
      assigned by either party without the written consent of the other party,
      except in the event of a sale of all or substantially all of a party's
      assets or stock, in which case no consent shall be required.

                                      -34-
<PAGE>

                               Section 28  Waiver

28.1  No waiver of the terms and conditions of this Agreement or the failure of
      either party strictly to enforce any such term or condition on one or more
      occasions shall be construed as a waiver of the same or any other term or
      condition of this Agreement on any other occasion.

                                      -35-
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                            Section 29  Severability

29.1  If any term or provision of this Agreement is determined to be invalid or
      unenforceable for any reason, it shall be adjusted rather than voided, if
      possible, to achieve the intent of the parties to extent possible. In any
      event, all other terms and provisions shall be deemed valid and
      enforceable to the maximum extent possible.

                                      -36-
<PAGE>

                           Section 30  Governing Law

30.1  The validity and construction of this Agreement shall be governed by the
      laws of the state of California. The parties hereto shall endeavor to
      settle all disputes, controversies or differences which may arise between
      them out of or in relation to or in connection with this Agreement
      amicably by mutual consultation. In the event that the parties fail to
      reach an amicable settlement within [*] after the occurrence of such
      disputes, controversies or differences, such disputes, controversies or
      differences shall be finally settled by arbitration in [*]. Such
      arbitration will be held in accordance with the Rules of [*]. The
      arbitration shall be conducted in English language. The number of
      arbitrators shall be [*] and they shall be appointed in accordance
      with the said rules.


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                              Section 31  Notices

31.1  All notices required or permitted to be made hereunder shall be delivered
      by postage prepaid, registered airmail or by facsimile addressed to the
      party for whom intended at the following address or at such other address
      as the intended recipient previously shall have designated by written
      notice:

If to Samsung:

     [*]
     18th Floor,
     Samsung Plaza Building
     263, Seohyeon-Dong, Bundang-Gu
     Sungnam-Si, Kyungki-Do, Korea
     463-050 Bundang P.O. Box 32


If to Metawave

     [*]
     1684 Dell Avenue
     Campbell, CA 95070  USA


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                           Section 32       Headings

32.1  The headings to the Sections in this Agreement are inserted for
      convenience of reference only and shall not affect the construction of
      this Agreement.

                                      -39-
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                          Section 33 Entire Agreement

33.1  All prior negotiations between the parties hereto shall be merged in this
      Agreement. This Agreement constitutes the entire agreement between the
      parties with respect to the subject matter hereof, and there are no
      understandings or representations of any kind except as expressly set
      forth herein. This Agreement cannot be altered, changed, supplemented or
      amended except by written instrument or instruments signed by the parties
      hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their authorized representatives as of the day and year first
written above.


Samsung Electronic Corporation Ltd.     Metawave Communications Corporation


By  /s/ Yw Chung                        By /s/ Robert  Hunsberger
   --------------------------------       ---------------------------------

Title  Director                         Title  Chief Executive Officer
     ------------------------------          ------------------------------

                                      -40-
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                                    Annex A

                                      [*]



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                                    Annex B

                      SAMSUNG Furnished Items and Services

<TABLE>
<CAPTION>
                                                                         Months
Item     Description                                     Quantity         AEDA*
-----    -----------                                     --------        -------
<S>     <C>                                             <C>             <C>
1       [*]                                                  [*]            [*]
2       [*]                                                  [*]            [*]
3       [*]                                                  [*]            [*]
4       [*]                                                  [*]            [*]
</TABLE>

*  Months After Effective Date of Agreement


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                                    Annex C

                           Metawave Component  Prices

   Metawave will sell [*] units to Samsung in accordance with Section 15, at the
following prices:

     Per [*] for quantities from [*]           [*]


Metawave shall provide technical support for the products and services delivered
in accordance with the terms of this agreement.  In the event that any Product
does not function in accordance with the Specifications, Metawave shall provide
technical assistance to resolve issues according to the following table:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------
    Level                             Description                 Metawave Required
                                                                    Resolution Time
--------------------------------------------------------------------------------------
<S>                        <C>                                          <C>
Severity 1                 [*]                                            [*]
--------------------------------------------------------------------------------------
Severity 2                 [*]                                            [*]
--------------------------------------------------------------------------------------
Severity 3                 [*]                                            [*]
--------------------------------------------------------------------------------------
Severity 4                 [*]                                            [*]
--------------------------------------------------------------------------------------
</TABLE>



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                                    Annex D

                                      [*]



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                                    Annex E

                                      [*]



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                                    Annex F

                                      [*]



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