<PAGE>

                                       i

                                                                  Exhibit 10.4


                                   CONTRACT




                                    between

                              SUNTEL PRIVATE LTD

                                      and

                          AIRSPAN COMMUNICATIONS LTD

                                      for

                               Purchase Order No

                                  LP/0442/99

                                April 26, 1999
<PAGE>

                                      ii

This Contract is entered into between:


                    Suntel (Private) Ltd. ("The Purchaser")

                                of the one part

                                      and

                   Airspan Communications Ltd ("Contractor")

                              of the other part.

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                                      iii

                                   Contract
                                   --------

                               Table Of Contents
                               -----------------

<TABLE>
Introduction
<S>        <C>
Clause 1   Definitions

Clause 2   Contractor's Scope of Supply

Clause 3   Contractor's Subcontractors
           3.1 General
           3.2 Technical information

Clause 4   Specifications
           4.1 General
           4.2 Technical Specification
           4.3 System Description
           4.4 Design, construction and manufacture
           4.5 Information from The Purchaser

Clause 5   The Purchaser's Share of Responsibilities

Clause 6   Changes

           6.1 General
           6.2 Changes demanded by The Purchaser
           6.3 Changes proposed by the Contractor
           6.4 Contractor's obligation to propose changes
           6.5 The Purchaser's approval of changes
           6.6 Supplementary agreement
           6.7 Variations in prices
               6.7.1  Increase or decrease in prices
               6.7.2  Reimbursements to The Purchaser for increased costs

Clause 7   Project Group, Progress Report, Time Schedule and Delays

           7.1 Project group
           7.2 Progress report
           7.3 Time schedule
           7.4 Delays

Clause 8   Inspection

           8.1 General
           8.2 No prejudice
</TABLE>

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                                      iv

<TABLE>
<S>        <C>
           8.3    Subcontractors

Clause 9   Acceptance Procedure and Actual Date of Delivery

           9.1    General
           9.2    Quality assurance
           9.3    System test (or Site Acceptance Test)
           9.4    Acceptance test (or System Acceptance Test)
           9.5    Actual Date of Delivery

Clause 10  Warranties and Certain Consequences in the Event of Breaches of
           Warranties

           10.1   Warranty period
           10.2   Corrective Measures Activity
           10.3   Warranty of Corrective Measures
           10.4   Notification of defects
           10.7   Warranty regarding replaced or corrected parts
           10.8   Warranty of Reliability and Maintainability
           10.9   Warranty of Documentation
                  10.9.1  Sufficient and adequate for Operation and Maintenance
                  10.9.2  Additional Documentation
           10.10  Spares Warranty
           10.11  Warranty of right to use and reproduce etc.
           10.12  Repairs Warranty
           10.13  Warranty for production
           10.15  Title and intellectual property rights
           10.16  Exceptions from warranties
           10.17  Records of events

Clause 11  Delivery

           11.1   Equipment and Software
                  11.1.1  Contractual Date of Delivery
                  11.1.2  Passing of Title
                  11.1.3  Software license
           11.2   Installation
           11.3   Training
           11.4   Documentation
           11.5   Spare parts
           11.6   Test Instruments
           11.7   Marking
</TABLE>

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                                       v

<TABLE>
<S>        <C>
           11.8    Packing
           11.9    Order Procedure

Clause 12  Liquidated Damages in the Event of Delays in Delivery
           12.1 General
           12.2 WLL System, training, documentation, spare parts and test
                instruments
           12.3 Delays caused by The Purchaser or Force Majeure Events

Clause 13  Prices

Clause 14  Payments
           14.1    General
           14.2.1  Equipment and Software
           14.4.1  Invoicing
           14.4.2  Interest

Clause 15  Liability for Accidents, Damage and Loss
           15.1    Liability before passing of risk
           15.2    Other indemnification
           15.3    Gross misconduct
           15.4    Limitation of The Purchaser's liability
           15.5    Obligations to limit damages and loss

Clause 16  Patents and Other. Intellectual and Industrial Property Rights

Clause 17  Force Majeure

Clause 18  Optional Orders

           18.1    WLL System
           18.2    Terms and conditions
           18.3    Exercise of option

Clause 19   Network and Maintenance

Clause 20   Non Waiver

Clause 21   Language

Clause 22   The Purchaser's Approval

Clause 23   Compliance with the Law

Clause 24   Assignment

Clause 25   Termination

Clause 26   Cancellation

            26.1   General
            26.2   Cancellation due to Contractor
            26.3   Cancellation with reference to Force Majeure
</TABLE>

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                                      vi

<TABLE>
<S>       <C>
          26.4   Consequences of cancellation according to 26.2
          26.5  Consequences of cancellation according to 26.3
          26.6   Ownership to Equipment etc.
          26.7   Survival of Clauses

Clause 27 Entire Agreement Modifications of the Contract

Clause 28 Order of Priority

Clause 29 Applicable Law

Clause 30 Confidentiality

Clause 31 Disputes

Clause 32 Notices

Clause 33 Support Bond

Clause 34 Contract Period
</TABLE>


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                                      vii

                   List of Annexes to the Contract Document
                   ----------------------------------------

     Annex 1    Technical Specifications

     Annex 2    Compliance List to the Technical Specifications

     Annex 3    System Description

     Annex 4    Price Summary

     Annex 5    Price Lists

     Annex 6    Discount Table

     Annex 7    Equipment and Software

     Annex 8    Optional Equipment and Software

     Annex 9    Turn-key services

     Annex 10   Training

     Annex 11   Documentation

     Annex 12   Spare Parts

     Annex 13   Test Equipment

     Annex 14   Logistics

     Annex 15   Quality

     Annex 16   System Requirements

     Annex 17   Acceptance Procedure

     Annex 18   Time Schedule

     Annex 19   Share of Responsibilities

     Annex 20   Subcontractors and Local Support

     Annex 21   Network Operations and Maintenance

     Annex 22   Vendor Financing

     Annex 23   Insurance

     Annex 24   Availability

     Annex 25   Definition of Service Effecting Errors

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                                     viii

     Annex 26   Software License

     Annex 27   Project Organisation

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                                       i

                             Clause 1- Definitions
                             ---------------------

For the purpose of this Contract the following words and abbreviations shall
have the meaning herein assigned to them unless the subject matter or context
would obviously require otherwise:

"Actual Date of Delivery" with respect to the WLL System shall mean the date
defined in Clause 9.5. And applies to the first phase of the project as defined
in Annex 18.

"Delivery" shall be delivery of equipment that is not part of the phase 1.

"The Purchaser's Share of Responsibility" shall mean all buildings, facilities
and equipment as well as all labour and services to be or caused to be provided
by The Purchaser under this Contract as further set out in Clause 5.

"Contract" shall mean this Contract between the Purchaser and the Contractor,
including all Annexes as amended from time to time and incorporated herein and
all documents to which reference may properly be made in order to ascertain the
right and obligations of the parties.

"Contract Price" shall mean that the sum so named in the Contract together with
any additions thereto or deductions therefrom as are agreed in writing under the
Contract.

"Contractor's Scope of Supply" shall mean all Equipment, Software,
Documentation, Installation, spare parts, test instruments, services and other
activities to be supplied by the Contractor.

"Contractual Date of Delivery" with respect to the WLL System shall mean the
date defined in Clause 11.1.1.

"Day" shall mean calendar day.

"CIP" as defined in INCOTERMS 1990.

"Documentation" shall mean all necessary written and drawn information about the
WLL System for operation, maintenance and training.

"Equipment" shall mean the hardware including standard software (except
documentation other than documentation included in Software) collectively
(including spare parts) that is to be supplied by the Contractor under this
Contract.

"WLL System" shall mean all Equipment and Software to be supplied by the
Contractor meeting all the requirements of this Contract including the details
set out in Annexes 7-13 and 21, when properly installed, interfaced and used in
conjunction with the Contractor's Scope of Supply obligations defined in the
Technical Specification.

"Installation" shall mean assembling and testing.

"Latest Version" shall mean the last maintained release of software issued to
The Purchaser and in use on the System.

"Licence" shall mean the Licence grated to The Purchaser by Supplier.

"Month" shall mean calendar month.

"Object Code" shall mean Software either written directly or translated from
Source Code, which when presented on a suitable medium may be directly executed
by and through computer hardware and/or firmware and which code may be stored on
any storage medium whatsoever.
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                                      ii

"Premises" shall mean the place or places other than the Contractor's premises
to which the Equipment and Software are to be delivered or where Contractor's
Scope of Supply obligations are to be carried out.

"Software" shall mean all operating systems, application, programs, compilers,
utilities, service software and other programs and associated documentation
provided by the Contractor for inclusion in the WLL System.

"Software Release" shall mean revisions to Software containing new features or
enhancements.

"Source Code" shall mean Software in assembly language or any higher-level
language and all available appropriate documentation.

"Specifications" shall have the meaning set out in Clause 4.1 and shall include
Technical Specifications.

"System" shall be as described in Annex 3.

"Technical Specifications" shall have the meaning as set out in Subclause 4.1.

"Tender" means the tender published by Suntel.

"Time Schedule" shall have the meaning appearing in Subclause 7.3.

"Week" shall mean calendar week.

"Limited commercial traffic" is defined as commercial service provided with
subscriber terminals used and provided for site and system acceptance (which are
supplied in the first phase of this contract).

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                                      iii

                    Clause 2 - Contractor's Scope of Supply
                    ---------------------------------------

The Contractor undertakes to supply and shall deliver to The Purchaser in
accordance with the terms and conditions of this Contract the WLL System, all of
which shall meet the requirements set out in this Contract.

In the performance of its undertakings under this Contract the Contractor shall
provide (if purchased) the Purchaser with a WLL System consisting of

- Equipment and Software set out in Annex 7

- Optional Equipment and Software set out in Annex 8

- Turn-Key Services set out in Annex 9

- Training set out in Annex 10

- Documentation set out in Annex 11

- Spare parts set out in Annex 12

- Test Equipment set out in Annex 13

- Network operations and maintenance set out in Annex 21

all on the terms and conditions set out in this Contract.

The Contractor shall consequently, with regard to the Contractor's Scope of
Supply and services unless otherwise specifically stated in this Contract, bear
the responsibility for providing:

all design, engineering, labour, materials, equipment, software, services, tools
and instruments, Documentation, information, manufacture, assembling, technical
marking, packing, transportation, action, unloading, Installation,
commissioning, inspection, testing, delivery, training and maintenance support
with respect to the WLL System

and undertakes - without extra costs to The Purchaser - to provide hardware,
software, documentation, services or other activities which are necessary to
fulfil the Contractor's obligations as set forth in this Contract.

Concerning design responsibility the Contractor shall be solely responsible for
the design and adequacy of the System and shall not claim any additional payment
nor be relieved from any obligation imposed on it by this Contract on grounds of
misunderstanding or insufficient information received from and/or supplied by
The Purchaser and/or its representatives on any matter whatsoever related to
this Contract.

The Contractor's responsibility for the design of the System shall not in any
way be diminished nor shall its design approach be restricted or limited by The
Purchaser's acceptance of the Contractor's guidance or recommendations as to
engineering standards

and design specifications or by The Purchaser's suggestions or recommendations
on any aspect of the said design.

The System shall be commercially functional and fully available for at least
99.50 % of the time, 24 hours a day, throughout the full calendar year. The
definition and calculation for availability is given Annex 24 Availability.

Failure to meet the above parameters will be deemed as breach of performance and
shall be referred to the project group, which shall determine the impact of
extent of any penalty, according to the terms and conditions within the
contract.

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                                      iv

                    Clause 3 - Contractor's Subcontractors
                    --------------------------------------

3.1  General
------------

     Subject to any expressed provision to the contrary contained in this
     Contract, The Purchaser hereby agrees that the Contractor in the
     performance of this Contract may enter into subcontract and purchase
     arrangements with subcontractors with respect to the services, work at site
     units of the Equipment and Software, therein referred to, provided that any
     subcontracting by Contractor is subject to the prior written consent of The
     Purchaser on a case by case basis. This consent of The Purchaser shall in
     no way affect the Contractor or relieve the Contractor from its
     responsibilities or obligations under this Contract nor create any
     contractual or employer - employee relationship between The Purchaser and
     any subcontractor or supplier of the Contractor.

     The Contractor may substitute individual subcontractors, provided that the
     Equipment offered by another subcontractor can be integrated in the WLL
     System and in particular that it and its spare parts are pin-to-pin
     compatible with the substituted ones, while maintaining the full
     responsibility of the Contractor for all requirements and guarantees
     specified.

     Contractor's subcontractors, their names, addresses and equipment or
     services to be supplied, are set out in Annex 20.

3.2  Technical information
--------------------------

     The Contractor shall without charge furnish The Purchaser with such
     technical information as The Purchaser may from time to time require - in
     order to be able to make reliable evaluations and to operate, maintain,
     repair and replace - with respect to any materials and components that the
     Contractor will purchase from other sources as well as materials and
     components that the above subcontractors and suppliers will employ in the
     performance of the Contract, provided that the said information is or can
     reasonably be made available to the Contractor.

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                                       v

                           Clause 4 - Specifications
                           -------------------------

4.1  General
------------

     In satisfying its obligations under this Contract the Contractor shall
          incorporate into the Contractor's Scope of Supply the standards and
          specifications defined in Subclauses 4.2 - 4.3 (inclusive), all of
          which will hereinafter collectively be referred to as the
          "Specifications". The said term shall also include any subsequent
          amendment or addition to the said standards or specifications.

4.2  Technical Specification
----------------------------

     The Contractor's Scope of Supply shall in all respects satisfy those
          technical and performance specifications that are set out in Annex 1,
          and 2 hereto.

4.3  System Description
-----------------------

     The Contractor's Scope of Supply shall in all respects satisfy those
          descriptions that are set out in Annex 3 hereto.

4.4  Design, Construction and Manufacture
-----------------------------------------

     The WLL System shall

     (i)  be designed, constructed, manufactured and assembled so as to achieve
     reliability in accordance with the provisions set out in Annex 1, 2 and 3
     and Annex 15 and otherwise in accordance with good engineering and
     manufacturing practices, and

     (ii) be such as to ensure that the WLL System will function properly, both
     separately and as an integrated and reliable part of the networks to which
     it is connected. The Contractor shall always take into account the
     importance that The Purchaser attaches to the requirements that the WLL
     System shall be easy to handle with respect to operation and maintenance.
     The Contractor shall execute the Contract with the care, skill and
     diligence expected from a competent contractor.

4.5  Information from The Purchaser
-----------------------------------

     To the extent the Contractor has not obtained from The Purchaser all
     necessary information already prior to the signing of this Contract (and
     has not been provided by The Purchaser under Clause 5), the Contractor
     undertakes to take all such actions as are necessary to obtain all
     information regarding technical features and characteristics of as well as
     other circumstances relating to the relevant networks, The Purchaser'
     equipment and information regarding WLL recommendations released by ETSI
     (that are defined below) to enable the Contractor to fulfil its
     undertakings under this Contract and to provide The Purchaser with
     Contractor's Scope of Supply fulfilling all the requirements set out in the
     Specifications or otherwise in this Contract.

     To the extent the Contractor so requests in writing The Purchaser shall
     furnish the Contractor with such information as is referred to above that
     is readily available to The Purchaser or, if the information is not so
     available, advise the Contractor of such knowledge (if any) as The
     Purchaser may have readily available, on how to obtain the required
     information.

     Relevant WLL ETSI Recommendations
     ---------------------------------

  ETS 301 055 - Transmission and Multiplexing (TM);
                Digital Radio Relay Systems (DRRS);
                Direct Sequence Code Division Multiple Access (DS-CDMA)
                point-to-multipoint DRRS in frequency bands
                in the band 1 GHz to 3 GHz

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                                      vi

             Clause 5 - The Purchaser's Share of Responsibilities
             ----------------------------------------------------

     The Purchaser's shall provide or cause to be provided the facilities,
          equipment, labour and services that are set out in Annex 19.
                                                             --------

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                                      vii

                              Clause 6 - Changes
                              ------------------

6.1  General
------------

     The parties recognise that changes to the Contractor's Scope of Supply or
     otherwise of this Contract may be necessary or desired after the date of
     signing of the Contract. The following provisions shall apply to The
     Purchaser and the Contractor's rights and obligations with respect to such
     changes. To be deemed to be a change under this Clause 6, the change shall
     have been demanded by The Purchaser or proposed by the Contractor, as the
     case may be.

     Any new or changed Software and Equipment shall be considered as an
          integrated part of the WLL System and shall fall under the conditions
          of this Contract.

6.2   Changes Demanded by The Purchaser
---------------------------------------

     The Purchaser shall have the right at any time to request reasonable
     changes in the Specifications and other changes in the Contractor's Scope
     of Supply. The Contractor agrees to effect all such reasonable changes as
     The Purchaser may request, subject to changing price as provided in Clause
     6.7.1 and reasonable other conditions.

6.3  Changes Proposed by the Contractor
---------------------------------------

     The Contractor shall inform The Purchaser about any possible change,
          possible improvement or development regarding the WLL System and
          related technology that comes to the Contractor's knowledge during the
          validity of this Contract and that is not already known to The
          Purchaser.

     The Contractor may propose such changes of the Contractor's Scope of Supply
          as the Contractor deems appropriate.

6.4  The Contractor's Obligation to Propose Changes
---------------------------------------------------

     The Contractor shall be obliged to propose such changes to the Contractor's
           Scope of Supply as are necessary or advisable in order to
     (i)   achieve technical improvements of the WLL System, or otherwise
           implement technical or economical improvements or new technology or
           experiences;

     (ii)  obtain consents necessary from authorities Sri Lanka or

     (iii) otherwise minimise the cost of day-to-day operation and maintenance
           of the WLL System.

6.5  The Purchaser's Approval of Changes
----------------------------------------

     The Contractor may not, without the prior written consent of The Purchaser,
     make any change to any part of the Contractor's Scope of Supply, - even if
     after such change Contractor's Scope of Supply still complies with the
     Specifications.


6.6  Supplementary Agreement
----------------------------

      For each change, whether proposed by the Contractor or The Purchaser, the
          Contractor shall provide The Purchaser with a written offer. Such
          offer shall set forth in detail the change of the Contractor's Scope
          of Supply and shall contain information on possible changes of

      - Equipment
      - Software
      - Documentation

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                                     viii

      - Training
      - Turn-key Services
      - Spare parts
      - Test Equipment
      - Prices
      - Contractual Date of Delivery
      - Other Dates according to Time Schedule
      Warranties

      and on other changes of The Purchaser's Scope of Supply resulting from the
          change in question as well as on any other terms and conditions that
          according to the Contractor shall govern the change. The information
          on prices shall be split on the various items that The Purchaser
          reasonably requires and be accompanied by all necessary drawings and
          specifications including a description of the consequences for the WLL
          System, the environments, the reliability, the maintainability, the
          training of The Purchaser's staff, the Contractor's Scope of Supply
          and The Purchaser's Share of Responsibility etc. sufficiently detailed
          so as to permit The Purchaser to judge on the reasonableness of the
          prices and other terms and conditions.

      If the change has been proposed by The Purchaser the offer shall be
          submitted by the Contractor as soon as practicable, however, in no
          case later than thirty (30) days after receipt of The Purchaser's
          proposal. The Contractor shall be bound by any offer referred to
          herein for such a period of time as is required to enable The
          Purchaser to evaluate and make decision on the basis of the offer.

      Any change according to Subclauses 6.2, 6.3 and 6.6 above has to be agreed
          by The Purchaser in' the form of a written numbered change order or
          supplementary order ("Supplementary Agreement"). The Contractor shall
          not commence any work relating to such a change until The Purchaser
          has authorised the same and all the related terms and conditions.
          However, if The Purchaser so requests in writing, the Contractor shall
          be obliged to commence and carry out minor or urgent changes,
          notwithstanding that all of the terms and conditions have not at that
          time been agreed to by The Purchaser.

6.7   Variations in Prices
-------------------------

      6.7.1 Increase or decrease in Prices
      ------------------------------------

      In the event that a change referred to in Clause 6 would result in

      (i)  a material increase of the Contractor's costs for the Contractor's
           performance under this Contract or

      (ii) a material decrease of the Contractor's costs for the Contractor's
           performance under this Contract

      then the parties shall mutually in writing agree upon, in good faith, such
      price increase or decrease as the case may be.

      In the ascertainment and determination of such an increase or decrease,
      rates and prices specified in this Contract shall as far as possible serve
      as a guide. Where this is not possible, the increase or decrease shall be
      an amount that is reasonable in view of all the circumstances.

6.7.2 Reimbursements to The Purchaser for increased costs
---------------------------------------------------------

      6.7.2.1 It is expressly agreed that The Purchaser shall in no event bear
              any increase of Contract Prices resulting from changes required in
              order to make the WLL System meet the requirements set out in this
              Contract.

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                                      ix

      6.7.2.2 Any costs or expenses incurred by The Purchaser due to such a
              change shall be reimbursed by the Contractor on demand and may be
              set off by The Purchaser against any payment The Purchaser shall
              make to the Contractor under this Contract.

      6.7.2.3 In the event that any change would require a change of The
              Purchaser's Share of Responsibility or of any other equipment
              belonging to The Purchaser, and the Contractor has failed to
              inform The Purchaser of this fact prior to the conclusion of the
              Supplementary Agreement referred to in Subclause 6.6 above, the
              Contractor shall reimburse The Purchaser for all such increase of
              costs that The Purchaser will incur due to such a change and the
              provisions of set-off in Subclause 6.7.2.2 above shall apply.

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                                       x

      Clause 7 - Project Group, Progress Report, Time Schedule and Delays
      -------------------------------------------------------------------

7.1  Project Group
------------------

     For the supervision of the parties' performance under this Contract, the
     Contractor and The Purchaser shall on The Purchaser's request form a joint
     project group consisting of representatives from each party ("Project
     Group") which shall decide when and where to meet. Each party shall bear
     all costs for its own representatives. Minutes of meetings shall be kept
     and signed by one representative of each party authorized to this effect.
     When considered necessary representatives of subcontractors and experts of
     the parties shall attend the meetings. It is incumbent upon the Contractor
     to see to it that representatives of the Contractor's subcontractors will
     attend, if so required. The costs for such experts shall be borne by the
     party in question. The costs for representatives of the subcontractors of a
     party shall be borne by the party in question or subcontractor, as they may
     have agreed separately.

     At the meetings the Project Group shall discuss the progress of the
     Contractor's Scope of Supply and The Purchaser's Share of Responsibility
     and review the operation and maintenance facilities of the WLL System.

     The Project Group shall supervise the test procedures for Acceptance Tests
     set out in Annex 17.

     The Project Group is authorized to make decisions within the technical
     scope of the Contract . A technical change or correction which entails
     increased costs or extension of the delivery time shall promptly, but
     latest at the next meeting be notified in writing by the Contractor. If
     such notice is not made, the Contractor has no right to demand compensation
     for such increased costs or to demand acceptance by The Purchaser of
     prolongation of the delivery time.

     A decision binding on the parties shall be deemed to have been made only if
     all the representatives of both parties agree and the decision is contained
     in duly signed minutes. The Project Group shall, however, not be authorized
     to make decisions that will affect Contract Price(s) or the Contractual
     Date of Delivery or otherwise decisions resulting in modifications of the
     Contract. In the event that any of the representatives deem a question to
     fall outside the authority or competence of the Project Group the question
     shall be referred for resolution to the Engineering Vice Presidents or
     their equivalents of each party.

     A detailed description of the Project Organisation, including names of the
     persons participating and their experiences in the field is set out in
     Annex 27.

7.2  Progress Report
--------------------

     The Contractor shall every week submit to The Purchaser a Progress Report
     in three copies up until System Acceptance is achieved. The Progress Report
     shall contain, as a minimum, a report of all activities related to the
     Contract that have taken place since the last report, as well as
     information regarding future activities and the progress of the
     Contractor's Scope of Supply. After System Acceptance progress reports
     shall be issued at a frequency mutually agreed.


     The Progress Report shall furthermore contain a complete review of the
          status of accomplishments, developments and implementation of the
          Contractor's Scope of Supply obligations against the Time Schedule.

7.3. Time Schedule
------------------

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                                      xi

     As an integral part of this Contract is attached as Annex 18 a Time
     Schedule indicating crucial milestone dates. The Contractor and The
     Purchaser undertake to fulfil their undertakings under this Contract in
     accordance with the Time Schedule. Time is of the essence of this Contract.

7.4  Delays
-----------

     Without prejudice to the provisions of Clause 17, each party to this
     Contract shall promptly notify the other party in writing where the
     notifying party has a reasonable belief that circumstances exist or are
     likely to occur that would be reasonably expected to prevent the Contractor
     (or any of its subcontractors or suppliers) or The Purchaser (or any of its
     assignees) from fulfilling its obligations under this Contract according to
     the Time Schedule.

     In a case where any party, at any time, reasonably believes that any other
     party is unable to fulfil its obligations on the respective date set out in
     the Time Schedule, the parties shall meet to determine what action is
     required. Any notification and/or action that might be determined as a
     consequence hereof shall be without prejudice to any right or remedy the
     parties may have under this Contract.

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                                      xii

                             Clause 8 - Inspection
                             ---------------------

8.1  General
------------

     At such times and in such manner as The Purchaser shall deem appropriate
          for the purpose of inspecting or testing the contractual work in
          progress and activities under this Contract, including the
          Contractor's own tests and results thereof, representatives of The
          Purchaser shall be given notices of the testing and shall have access
          to the Contractor's and its subcontractor's works as well as other
          places where activities under this Contract are in preparation or
          progress. The Purchaser shall have full access to and on request be
          provided with all test records relating to the Contractor's Scope of
          Supply. Any inspection or test carried out by The Purchaser or its
          representatives shall not unduly delay the Contractor.

     The Purchaser shall at all reasonable times have access to the Contractor's
          Scope of Supply, and the Contractor shall provide appropriate
          facilities for such access and for the purpose of inspection and
          testing. The Purchaser shall also have full access to all relevant
          plants, offices and Contractor's Scope of Supply sites of the
          Contractor and any of its Subcontractors to enable The Purchaser to
          inspect the Contractor's Scope of Supply and monitor progress.

     The Contractor shall permit The Purchaser or its designated representatives
          to carry out the following inspection activities at any time: (i) to
          audit the Contractor's quality assurance system and its application to
          the Contractor's Scope of Supply including, without limitation, to the
          manufacture, development, and/or provision of raw materials and
          components; and (ii) to inspect all parts of the Contractor's Scope of
          Supply to the extent reasonably practicable to ensure that their
          quality meets the requirements of the Contract.

     The factory inspection or audit of parts of the System in accordance with
          this Clause shall not in any way prejudice any right or remedy which
          The Purchaser may have against the Contractor, or relieve the
          Contractor of any of its liabilities, and in particular it is without
          prejudice to the Contractor's obligations relating to the performance
          of the System under Clause 4.

     Any approval given by or on behalf of The Purchaser in respect of any
          aspect of the Contractor's Scope of Supply carried out or proposed by
          the Contractor, or in respect of any part of the System, shall not
          relieve the Contractor of any obligations under the Contract.

     The Purchaser or its representatives may request that the Contractor
          performs such reasonable tests and repeated tests (in addition to and
          apart from such tests as are referred to in Clause 9) as The Purchaser
          (or its representatives) will consider necessary to be assured that
          the result of the activities will comply with the requirements of this
          Contract. The Contractor shall, without extra costs to The Purchaser,
          provide with all labour, facilities, test equipment and other things
          and services necessary for this purpose.

     In the event that Software or Equipment is in the course of the inspection
          found to be defective or otherwise not in conformity with the
          Specifications, the Contractor shall within shortest possible time
          take all necessary action to repair all faults, defects or non-
          conformance.

8.2  Subcontractors
-------------------

     The Contractor shall ensure that the provisions of this Clause 8 also apply
     to all subcontracts or orders made or placed by the Contractor with any one
     of its subcontractors and that the provisions of this Clause 8 are held
     good by the said subcontractors.

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           Clause 9 Acceptance Procedure and Actual Date of Delivery
           ---------------------------------------------------------

9.1  General
------------

     The Acceptance Procedure falls into the following main events:
     - Quality assurance
     - Visual Inspection
     - System test (known as Site Acceptance)
     - Acceptance test (known as System Acceptance)
     - TEC tests

     Except to the extent otherwise specifically provided in this Contract the
           Contractor shall be responsible for the performance of the quality
           surveillance, inspections, tests (including repeated tests, if any)
           which are required for the completion of Contractor's Scope of Supply
           and for the demonstration of its compliance with the Specifications
           and other requirements set out in this Contract. For the purpose of
           achieving this object the Contractor shall except to the extent
           otherwise specifically provided in this Contract be obliged at its
           own expense
     (i)   to carry out the said surveillance and perform and supervise the
           tests;
     (ii)  provide with or place at The Purchaser's disposal, as the case may
           be, all equipment, tools, programs (software), labour, supplies, and
           services required for the performance of the said surveillance and
           tests; and

     (iii) to issue reports, keep and provide records, and issue certificates as
to the results of the surveillance and tests. The said surveillance and all the
tests shall be performed at the Contractor's risk.

                                   CONTRACT



                                    between

                              SUNTEL PRIVATE LTD

                                      and

                          AIRSPAN COMMUNICATIONS LTD

                                      for

                               Purchase Order No

                                  LP/0442/99

                                April 26, 1999

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This Contract is entered into between:


                    Suntel (Private) Ltd. ("The Purchaser")

                                of the one part

                                      and

                   Airspan Communications Ltd ("Contractor")

                              of the other part.

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                                   Contract
                                   --------

                               Table Of Contents
                               -----------------

<TABLE>
<CAPTION>
Introduction
<S>                                                                         <C>
Clause 1  Definitions

Clause 2  Contractor's Scope of Supply

Clause 3  Contractor's Subcontractors

          3.1   General

          3.2   Technical information

Clause 4  Specifications

          4.1   General

          4.2   Technical Specification

          4.3   System Description

          4.4   Design, construction and manufacture

          4.5   Information from The Purchaser

Clause 5  The Purchaser's Share of Responsibilities

Clause 6  Changes

          6.1   General

          6.2   Changes demanded by The Purchaser

          6.3   Changes proposed by the Contractor

          6.8   Contractor's obligation to propose changes

          6.9   The Purchaser's approval of changes

          6.10  Supplementary agreement

          6.11  Variations in prices

                6.11.1  Increase or decrease in prices

                6.11.2  Reimbursements to The Purchaser for increased costs

Clause 7  Project Group, Progress Report, Time Schedule and Delays

          7.1  Project group

          7.2  Progress report

          7.3  Time schedule

          7.4  Delays

Clause 8  Inspection

          8.1  General

          8.2  No prejudice
</TABLE>

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<TABLE>
<S>                                                                         <C>
          8.3   Subcontractors

Clause 9  Acceptance Procedure and Actual Date of Delivery

          9.1    General

          9.2    Quality assurance

          9.3    System test (or Site Acceptance Test)

          9.4    Acceptance test (or System Acceptance Test)

          9.5    Actual Date of Delivery

Clause 10 Warranties and Certain Consequences in the Event of Breaches of
          Warranties

          10.1   Warranty period

          10.2   Corrective Measures Activity

          10.3   Warranty of Corrective Measures

          10.4   Notification of defects

          10.7   Warranty regarding replaced or corrected parts

          10.8   Warranty of Reliability and Maintainability

          10.9   Warranty of Documentation

                 10.9.1   Sufficient and adequate for Operation and Maintenance

                 10.9.2   Additional Documentation

          10.10  Spares Warranty

          10.11  Warranty of right to use and reproduce etc.

          10.12  Repairs Warranty

          10.13  Warranty for production

          10.15  Title and intellectual property rights

          10.16  Exceptions from warranties

          10.17  Records of events

Clause 11 Delivery

          11.1   Equipment and Software

                 11.1.1   Contractual Date of Delivery

                 11.1.2   Passing of Title

                 11.1.3   Software license

          11.4   Installation

          11.5   Training

          11.4   Documentation

          11.5   Spare parts

          11.6   Test Instruments

          11.7   Marking
</TABLE>

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<TABLE>
<S>                                                                         <C>
           11.8    Packing

           11.9    Order Procedure

Clause 12  Liquidated Damages in the Event of Delays in Delivery

           12.1    General

           12.2    WLL System, training, documentation, spare parts and test
                   instruments

           12.3 Delays caused by The Purchaser or Force Majeure Events

Clause 13  Prices

Clause 14  Payments

           14.1    General

           14.2.2  Equipment and Software

           14.4.3  Invoicing

           14.4.4  Interest

Clause 15  Liability for Accidents, Damage and Loss

           15.1    Liability before passing of risk

           15.2    Other indemnification

           15.3    Gross misconduct

           15.4    Limitation of The Purchaser's liability

           15.5    Obligations to limit damages and loss

Clause 16  Patents and Other. Intellectual and Industrial Property Rights

Clause 17  Force Majeure

Clause 18  Optional Orders

           18.4    WLL System

           18.5    Terms and conditions

           18.6    Exercise of option

Clause 19  Network and Maintenance

Clause 20  Non Waiver

Clause 21  Language

Clause 22  The Purchaser's Approval

Clause 23  Compliance with the Law

Clause 24  Assignment

Clause 25  Termination

Clause 26  Cancellation

           26.1    General

           26.2    Cancellation due to Contractor

           26.3    Cancellation with reference to Force Majeure
</TABLE>

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           26.4    Consequences of cancellation according to 26.2

           26.5    Consequences of cancellation according to 26.3

           26.6    Ownership to Equipment etc.

           26.7    Survival of Clauses

Clause 27  Entire Agreement Modifications of the Contract

Clause 28  Order of Priority

Clause 29  Applicable Law

Clause 30  Confidentiality

Clause 31  Disputes

Clause 32  Notices

Clause 33  Support Bond

Clause 34  Contract Period

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                    List of Annexes to the Contract Document
                    ----------------------------------------

     Annex 1   Technical Specifications

     Annex 2   Compliance List to the Technical Specifications

     Annex 3   System Description

     Annex 4   Price Summary

     Annex 5   Price Lists

     Annex 6   Discount Table

     Annex 7   Equipment and Software

     Annex 8   Optional Equipment and Software

     Annex 9   Turn-key services

     Annex 10  Training

     Annex 11  Documentation

     Annex 12  Spare Parts

     Annex 13  Test Equipment

     Annex 14  Logistics

     Annex 15  Quality

     Annex 16  System Requirements

     Annex 17  Acceptance Procedure

     Annex 18  Time Schedule

     Annex 19  Share of Responsibilities

     Annex 20  Subcontractors and Local Support

     Annex 21  Network Operations and Maintenance

     Annex 22  Vendor Financing

     Annex 23  Insurance

     Annex 24  Availability

     Annex 25  Definition of Service Effecting Errors

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     Annex 26  Software License

     Annex 27  Project Organisation

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                                       1

                             Clause 1- Definitions
                             ---------------------

For the purpose of this Contract the following words and abbreviations shall
have the meaning herein assigned to them unless the subject matter or context
would obviously require otherwise:

"Actual Date of Delivery" with respect to the WLL System shall mean the date
defined in Clause 9.5. And applies to the first phase of the project as defined
in Annex 18.

"Delivery" shall be delivery of equipment that is not part of the phase 1.

"The Purchaser's Share of Responsibility" shall mean all buildings, facilities
and equipment as well as all labour and services to be or caused to be provided
by The Purchaser under this Contract as further set out in Clause 5.

"Contract" shall mean this Contract between the Purchaser and the Contractor,
including all Annexes as amended from time to time and incorporated herein and
all documents to which reference may properly be made in order to ascertain the
right and obligations of the parties.

"Contract Price" shall mean that the sum so named in the Contract together with
any additions thereto or deductions therefrom as are agreed in writing under the
Contract.

"Contractor's Scope of Supply" shall mean all Equipment, Software,
Documentation, Installation, spare parts, test instruments, services and other
activities to be supplied by the Contractor.

"Contractual Date of Delivery" with respect to the WLL System shall mean the
date defined in Clause 11.1.1.

"Day" shall mean calendar day.

"CIP" as defined in INCOTERMS 1990.

"Documentation" shall mean all necessary written and drawn information about the
WLL System for operation, maintenance and training.

"Equipment" shall mean the hardware including standard software (except
documentation other than documentation included in Software) collectively
(including spare parts) that is to be supplied by the Contractor under this
Contract.

"WLL System" shall mean all Equipment and Software to be supplied by the
Contractor meeting all the requirements of this Contract including the details
set out in Annexes 7-13 and 21, when properly installed, interfaced and used in
conjunction with the Contractor's Scope of Supply obligations defined in the
Technical Specification.

"Installation" shall mean assembling and testing.

"Latest Version" shall mean the last maintained release of software issued to
The Purchaser and in use on the System.

"Licence" shall mean the Licence grated to The Purchaser by Supplier.

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                                       2

"Month" shall mean calendar month.

"Object Code" shall mean Software either written directly or translated from
Source Code, which when presented on a suitable medium may be directly executed
by and through computer hardware and/or firmware and which code may be stored on
any storage medium whatsoever.

"Premises" shall mean the place or places other than the Contractor's premises
to which the Equipment and Software are to be delivered or where Contractor's
Scope of Supply obligations are to be carried out.

"Software" shall mean all operating systems, application, programs, compilers,
utilities, service software and other programs and associated documentation
provided by the Contractor for inclusion in the WLL System.

"Software Release" shall mean revisions to Software containing new features or
enhancements.

"Source Code" shall mean Software in assembly language or any higher-level
language and all available appropriate documentation.

"Specifications" shall have the meaning set out in Clause 4.1 and shall include
Technical Specifications.

"System" shall be as described in Annex 3.

"Technical Specifications" shall have the meaning as set out in Subclause 4.1.

"Tender" means the tender published by Suntel.

"Time Schedule" shall have the meaning appearing in Subclause 7.3.

"Week" shall mean calendar week.

"Limited commercial traffic" is defined as commercial service provided with
subscriber terminals used and provided for site and system acceptance (which are
supplied in the first phase of this contract).

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                                       3

                    Clause 2 - Contractor's Scope of Supply
                    ---------------------------------------

The Contractor undertakes to supply and shall deliver to The Purchaser in
accordance with the terms and conditions of this Contract the WLL System, all of
which shall meet the requirements set out in this Contract.

In the performance of its undertakings under this Contract the Contractor shall
provide (if purchased) the Purchaser with a WLL System consisting of

- Equipment and Software set out in Annex 7

- Optional Equipment and Software set out in Annex 8

- Turn-Key Services set out in Annex 9

- Training set out in Annex 10

- Documentation set out in Annex 11

- Spare parts set out in Annex 12

- Test Equipment set out in Annex 13

- Network operations and maintenance set out in Annex 21

all on the terms and conditions set out in this Contract.

The Contractor shall consequently, with regard to the Contractor's Scope of
Supply and services unless otherwise specifically stated in this Contract, bear
the responsibility for providing:

all design, engineering, labour, materials, equipment, software, services, tools
and instruments, Documentation, information, manufacture, assembling, technical
marking, packing, transportation, action, unloading, Installation,
commissioning, inspection, testing, delivery, training and maintenance support
with respect to the WLL System

and undertakes - without extra costs to The Purchaser - to provide hardware,
software, documentation, services or other activities which are necessary to
fulfil the Contractor's obligations as set forth in this Contract.

Concerning design responsibility the Contractor shall be solely responsible for
the design and adequacy of the System and shall not claim any additional payment
nor be relieved from any obligation imposed on it by this Contract on grounds of
misunderstanding or insufficient information received from and/or supplied by
The Purchaser and/or its representatives on any matter whatsoever related to
this Contract.

The Contractor's responsibility for the design of the System shall not in any
way be diminished nor shall its design approach be restricted or limited by The
Purchaser's acceptance of the Contractor's guidance or recommendations as to
engineering standards

and design specifications or by The Purchaser's suggestions or recommendations
on any aspect of the said design.

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                                       4

The System shall be commercially functional and fully available for at least
99.50 % of the time, 24 hours a day, throughout the full calendar year. The
definition and calculation for availability is given Annex 24 Availability.

Failure to meet the above parameters will be deemed as breach of performance and
shall be referred to the project group, which shall determine the impact of
extent of any penalty, according to the terms and conditions within the
contract.

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                                       5

                     Clause 3 - Contractor's Subcontractors
                     --------------------------------------

3.1  General
------------

     Subject to any expressed provision to the contrary contained in this
     Contract, The Purchaser hereby agrees that the Contractor in the
     performance of this Contract may enter into subcontract and purchase
     arrangements with subcontractors with respect to the services, work at site
     units of the Equipment and Software, therein referred to, provided that any
     subcontracting by Contractor is subject to the prior written consent of The
     Purchaser on a case by case basis. This consent of The Purchaser shall in
     no way affect the Contractor or relieve the Contractor from its
     responsibilities or obligations under this Contract nor create any
     contractual or employer - employee relationship between The Purchaser and
     any subcontractor or supplier of the Contractor.

     The Contractor may substitute individual subcontractors, provided that the
     Equipment offered by another subcontractor can be integrated in the WLL
     System and in particular that it and its spare parts are pin-to-pin
     compatible with the substituted ones, while maintaining the full
     responsibility of the Contractor for all requirements and guarantees
     specified.

     Contractor's subcontractors, their names, addresses and equipment or
     services to be supplied, are set out in Annex 20.

3.2  Technical information
--------------------------

     The Contractor shall without charge furnish The Purchaser with such
     technical information as The Purchaser may from time to time require - in
     order to be able to make reliable evaluations and to operate, maintain,
     repair and replace - with respect to any materials and components that the
     Contractor will purchase from other sources as well as materials and
     components that the above subcontractors and suppliers will employ in the
     performance of the Contract, provided that the said information is or can
     reasonably be made available to the Contractor.

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                           Clause 4 - Specifications
                           -------------------------

4.1  General
------------

     In satisfying its obligations under this Contract the Contractor shall
          incorporate into the Contractor's Scope of Supply the standards and
          specifications defined in Subclauses 4.2 - 4.3 (inclusive), all of
          which will hereinafter collectively be referred to as the
          "Specifications". The said term shall also include any subsequent
          amendment or addition to the said standards or specifications.

4.2  Technical Specification
----------------------------
     The Contractor's Scope of Supply shall in all respects satisfy those
          technical and performance specifications that are set out in Annex 1,
          and 2 hereto.
4.3  System Description
-----------------------
     The Contractor's Scope of Supply shall in all respects satisfy those
          descriptions that are set out in Annex 3 hereto.
4.4  Design, Construction and Manufacture
-----------------------------------------
     The WLL System shall

     (i)  be designed, constructed, manufactured and assembled so as to achieve
     reliability in accordance with the provisions set out in Annex 1, 2 and 3
     and Annex 15 and otherwise in accordance with good engineering and
     manufacturing practices, and

     (ii) be such as to ensure that the WLL System will function properly, both
     separately and as an integrated and reliable part of the networks to which
     it is connected. The Contractor shall always take into account the
     importance that The Purchaser attaches to the requirements that the WLL
     System shall be easy to handle with respect to operation and maintenance.
     The Contractor shall execute the Contract with the care, skill and
     diligence expected from a competent contractor.

4.5  Information from The Purchaser
-----------------------------------

     To the extent the Contractor has not obtained from The Purchaser all
     necessary information already prior to the signing of this Contract (and
     has not been provided by The Purchaser under Clause 5), the Contractor
     undertakes to take all such actions as are necessary to obtain all
     information regarding technical features and characteristics of as well as
     other circumstances relating to the relevant networks, The Purchaser'
     equipment and information regarding WLL recommendations released by ETSI
     (that are defined below) to enable the Contractor to fulfil its
     undertakings under this Contract and to provide The Purchaser with
     Contractor's Scope of Supply fulfilling all the requirements set out in the
     Specifications or otherwise in this Contract.

     To the extent the Contractor so requests in writing The Purchaser shall
     furnish the Contractor with such information as is referred to above that
     is readily available to The Purchaser or, if the information is not so
     available, advise the Contractor of such knowledge (if any) as The
     Purchaser may have readily available, on how to obtain the required
     information.

     Relevant WLL ETSI Recommendations
     ---------------------------------

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                                       7

ETS 301 055 - Transmission and Multiplexing (TM);
               Digital Radio Relay Systems (DRRS);
               Direct Sequence Code Division Multiple Access (DS-CDMA)
               point-to-multipoint DRRS in frequency bands
               in the band 1 GHz to 3 GHz

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              Clause 5 - The Purchaser's Share of Responsibilities
              ----------------------------------------------------

The Purchaser's shall provide or cause to be provided the facilities, equipment,
          labour and services that are set out in Annex 19.
                                                  --------

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                               Clause 6 - Changes
                               ------------------

6.1  General
------------

     The parties recognise that changes to the Contractor's Scope of Supply or
     otherwise of this Contract may be necessary or desired after the date of
     signing of the Contract. The following provisions shall apply to The
     Purchaser and the Contractor's rights and obligations with respect to such
     changes. To be deemed to be a change under this Clause 6, the change shall
     have been demanded by The Purchaser or proposed by the Contractor, as the
     case may be.

     Any new or changed Software and Equipment shall be considered as an
          integrated part of the WLL System and shall fall under the conditions
          of this Contract.
6.2  Changes Demanded by The Purchaser
--------------------------------------

     The Purchaser shall have the right at any time to request reasonable
     changes in the Specifications and other changes in the Contractor's Scope
     of Supply. The Contractor agrees to effect all such reasonable changes as
     The Purchaser may request, subject to changing price as provided in Clause
     6.7.1 and reasonable other conditions.

6.3  Changes Proposed by the Contractor
---------------------------------------

     The Contractor shall inform The Purchaser about any possible change,
          possible improvement or development regarding the WLL System and
          related technology that comes to the Contractor's knowledge during the
          validity of this Contract and that is not already known to The
          Purchaser.

     The Contractor may propose such changes of the Contractor's Scope of Supply
          as the Contractor deems appropriate.
6.4  The Contractor's Obligation to Propose Changes
---------------------------------------------------

     The Contractor shall be obliged to propose such changes to the Contractor's
           Scope of Supply as are necessary or advisable in order to
     (i)   achieve technical improvements of the WLL System, or otherwise
           implement technical or economical improvements or new technology or
           experiences;

     (ii)  obtain consents necessary from authorities Sri Lanka or

     (iii) otherwise minimise the cost of day-to-day operation and maintenance
           of the WLL System.

6.5  The Purchaser's Approval of Changes
----------------------------------------

     The Contractor may not, without the prior written consent of The Purchaser,
     make any change to any part of the Contractor's Scope of Supply, - even if
     after such change Contractor's Scope of Supply still complies with the
     Specifications.

6.6  Supplementary Agreement
----------------------------

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                                      10

     For each change, whether proposed by the Contractor or The Purchaser, the
          Contractor shall provide The Purchaser with a written offer. Such
          offer shall set forth in detail the change of the Contractor's Scope
          of Supply and shall contain information on possible changes of

     - Equipment
     - Software
     - Documentation
     - Training
     - Turn-key Services
     - Spare parts
     - Test Equipment
     - Prices
     - Contractual Date of Delivery
     - Other Dates according to Time Schedule
     Warranties

     and on other changes of The Purchaser's Scope of Supply resulting from the
          change in question as well as on any other terms and conditions that
          according to the Contractor shall govern the change. The information
          on prices shall be split on the various items that The Purchaser
          reasonably requires and be accompanied by all necessary drawings and
          specifications including a description of the consequences for the WLL
          System, the environments, the reliability, the maintainability, the
          training of The Purchaser's staff, the Contractor's Scope of Supply
          and The Purchaser's Share of Responsibility etc. sufficiently detailed
          so as to permit The Purchaser to judge on the reasonableness of the
          prices and other terms and conditions.

     If the change has been proposed by The Purchaser the offer shall be
          submitted by the Contractor as soon as practicable, however, in no
          case later than thirty (30) days after receipt of The Purchaser's
          proposal. The Contractor shall be bound by any offer referred to
          herein for such a period of time as is required to enable The
          Purchaser to evaluate and make decision on the basis of the offer.

     Any change according to Subclauses 6.2, 6.3 and 6.6 above has to be agreed
          by The Purchaser in' the form of a written numbered change order or
          supplementary order ("Supplementary Agreement"). The Contractor shall
          not commence any work relating to such a change until The Purchaser
          has authorised the same and all the related terms and conditions.
          However, if The Purchaser so requests in writing, the Contractor shall
          be obliged to commence and carry out minor or urgent changes,
          notwithstanding that all of the terms and conditions have not at that
          time been agreed to by The Purchaser.

6.7  Variations in Prices
-------------------------

     6.7.1  Increase or decrease in Prices
     -------------------------------------

     In the event that a change referred to in Clause 6 would result in

     (iii) a material increase of the Contractor's costs for the Contractor's
           performance under this Contract or

     (iv)  a material decrease of the Contractor's costs for the Contractor's
           performance under this Contract

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                                      11

        then the parties shall mutually in writing agree upon, in good faith,
        such price increase or decrease as the case may be.

        In the ascertainment and determination of such an increase or decrease,
        rates and prices specified in this Contract shall as far as possible
        serve as a guide. Where this is not possible, the increase or decrease
        shall be an amount that is reasonable in view of all the circumstances.

6.7.2   Reimbursements to The Purchaser for increased costs
-----------------------------------------------------------

        6.7.2.1  It is expressly agreed that The Purchaser shall in no event
                 bear any increase of Contract Prices resulting from changes
                 required in order to make the WLL System meet the requirements
                 set out in this Contract.

        6.7.2.2  Any costs or expenses incurred by The Purchaser due to such a
                 change shall be reimbursed by the Contractor on demand and may
                 be set off by The Purchaser against any payment The Purchaser
                 shall make to the Contractor under this Contract.

        6.7.2.3  In the event that any change would require a change of The
                 Purchaser's Share of Responsibility or of any other equipment
                 belonging to The Purchaser, and the Contractor has failed to
                 inform The Purchaser of this fact prior to the conclusion of
                 the Supplementary Agreement referred to in Subclause 6.6 above,
                 the Contractor shall reimburse The Purchaser for all such
                 increase of costs that The Purchaser will incur due to such a
                 change and the provisions of set-off in Subclause 6.7.2.2 above
                 shall apply.

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                                      12

      Clause 7 - Project Group, Progress Report, Time Schedule and Delays
      -------------------------------------------------------------------

7.1  Project Group
------------------

     For the supervision of the parties' performance under this Contract, the
     Contractor and The Purchaser shall on The Purchaser's request form a joint
     project group consisting of representatives from each party ("Project
     Group") which shall decide when and where to meet. Each party shall bear
     all costs for its own representatives. Minutes of meetings shall be kept
     and signed by one representative of each party authorized to this effect.
     When considered necessary representatives of subcontractors and experts of
     the parties shall attend the meetings. It is incumbent upon the Contractor
     to see to it that representatives of the Contractor's subcontractors will
     attend, if so required. The costs for such experts shall be borne by the
     party in question. The costs for representatives of the subcontractors of a
     party shall be borne by the party in question or subcontractor, as they may
     have agreed separately.

     At the meetings the Project Group shall discuss the progress of the
     Contractor's Scope of Supply and The Purchaser's Share of Responsibility
     and review the operation and maintenance facilities of the WLL System.

     The Project Group shall supervise the test procedures for Acceptance Tests
     set out in Annex 17.

     The Project Group is authorized to make decisions within the technical
     scope of the Contract. A technical change or correction which entails
     increased costs or extension of the delivery time shall promptly, but
     latest at the next meeting be notified in writing by the Contractor. If
     such notice is not made, the Contractor has no right to demand compensation
     for such increased costs or to demand acceptance by The Purchaser of
     prolongation of the delivery time.

     A decision binding on the parties shall be deemed to have been made only if
     all the representatives of both parties agree and the decision is contained
     in duly signed minutes. The Project Group shall, however, not be authorized
     to make decisions that will affect Contract Price(s) or the Contractual
     Date of Delivery or otherwise decisions resulting in modifications of the
     Contract. In the event that any of the representatives deem a question to
     fall outside the authority or competence of the Project Group the question
     shall be referred for resolution to the Engineering Vice Presidents or
     their equivalents of each party.

     A detailed description of the Project Organisation, including names of the
     persons participating and their experiences in the field is set out in
     Annex 27.

7.2  Progress Report
--------------------

     The Contractor shall every week submit to The Purchaser a Progress Report
     in three copies up until System Acceptance is achieved. The Progress Report
     shall contain, as a minimum, a report of all activities related to the
     Contract that have taken place since the last report, as well as
     information regarding future activities and the progress of the
     Contractor's Scope of Supply. After System Acceptance progress reports
     shall be issued at a frequency mutually agreed.

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     The Progress Report shall furthermore contain a complete review of the
          status of accomplishments, developments and implementation of the
          Contractor's Scope of Supply obligations against the Time Schedule.

7.3. Time Schedule
------------------

     As an integral part of this Contract is attached as Annex 18 a Time
     Schedule indicating crucial milestone dates. The Contractor and The
     Purchaser undertake to fulfil their undertakings under this Contract in
     accordance with the Time Schedule. Time is of the essence of this Contract.

7.4  Delays
-----------

     Without prejudice to the provisions of Clause 17, each party to this
     Contract shall promptly notify the other party in writing where the
     notifying party has a reasonable belief that circumstances exist or are
     likely to occur that would be reasonably expected to prevent the Contractor
     (or any of its subcontractors or suppliers) or The Purchaser (or any of its
     assignees) from fulfilling its obligations under this Contract according to
     the Time Schedule.

     In a case where any party, at any time, reasonably believes that any other
     party is unable to fulfil its obligations on the respective date set out in
     the Time Schedule, the parties shall meet to determine what action is
     required. Any notification and/or action that might be determined as a
     consequence hereof shall be without prejudice to any right or remedy the
     parties may have under this Contract.

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                             Clause 8 - Inspection
                             ---------------------

8.1  General
------------

     At such times and in such manner as The Purchaser shall deem appropriate
          for the purpose of inspecting or testing the contractual work in
          progress and activities under this Contract, including the
          Contractor's own tests and results thereof, representatives of The
          Purchaser shall be given notices of the testing and shall have access
          to the Contractor's and its subcontractor's works as well as other
          places where activities under this Contract are in preparation or
          progress. The Purchaser shall have full access to and on request be
          provided with all test records relating to the Contractor's Scope of
          Supply. Any inspection or test carried out by The Purchaser or its
          representatives shall not unduly delay the Contractor.

     The Purchaser shall at all reasonable times have access to the
          Contractor's Scope of Supply, and the Contractor shall provide
          appropriate facilities for such access and for the purpose of
          inspection and testing. The Purchaser shall also have full access to
          all relevant plants, offices and Contractor's Scope of Supply sites of
          the Contractor and any of its Subcontractors to enable The Purchaser
          to inspect the Contractor's Scope of Supply and monitor progress.

     The Contractor shall permit The Purchaser or its designated representatives
          to carry out the following inspection activities at any time: (i) to
          audit the Contractor's quality assurance system and its application to
          the Contractor's Scope of Supply including, without limitation, to the
          manufacture, development, and/or provision of raw materials and
          components; and (ii) to inspect all parts of the Contractor's Scope of
          Supply to the extent reasonably practicable to ensure that their
          quality meets the requirements of the Contract.

     The factory inspection or audit of parts of the System in accordance with
          this Clause shall not in any way prejudice any right or remedy which
          The Purchaser may have against the Contractor, or relieve the
          Contractor of any of its liabilities, and in particular it is without
          prejudice to the Contractor's obligations relating to the performance
          of the System under Clause 4.

     Any approval given by or on behalf of The Purchaser in respect of any
          aspect of the Contractor's Scope of Supply carried out or proposed by
          the Contractor, or in respect of any part of the System, shall not
          relieve the Contractor of any obligations under the Contract.

     The Purchaser or its representatives may request that the Contractor
          performs such reasonable tests and repeated tests (in addition to and
          apart from such tests as are referred to in Clause 9) as The Purchaser
          (or its representatives) will consider necessary to be assured that
          the result of the activities will comply with the requirements of this
          Contract. The Contractor shall, without extra costs to The Purchaser,
          provide with all labour, facilities, test equipment and other things
          and services necessary for this purpose.

     In the event that Software or Equipment is in the course of the inspection
          found to be defective or otherwise not in conformity with the
          Specifications, the Contractor shall within shortest possible time
          take all necessary action to repair all faults, defects or non-
          conformance.

8.2  Subcontractors
-------------------

     The Contractor shall ensure that the provisions of this Clause 8 also apply
     to all subcontracts or orders made or placed by the Contractor with any one
     of its

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     subcontractors and that the provisions of this Clause 8 are held good by
     the said subcontractors.

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           Clause 9  Acceptance Procedure and Actual Date of Delivery
           ----------------------------------------------------------

9.1  General
------------

     The Acceptance Procedure falls into the following main events:
     - Quality assurance
     - Visual Inspection
     - System test (known as Site Acceptance)
     - Acceptance test (known as System Acceptance)
     - TEC tests
     Except to the extent otherwise specifically provided in this Contract the
            Contractor shall be responsible for the performance of the quality
            surveillance, inspections, tests (including repeated tests, if any)
            which are required for the completion of Contractor's Scope of
            Supply and for the demonstration of its compliance with the
            Specifications and other requirements set out in this Contract. For
            the purpose of achieving this object the Contractor shall except to
            the extent otherwise specifically provided in this Contract be
            obliged at its own expense

     (i)    to carry out the said surveillance and perform and supervise the
            tests;
     (ii)   provide with or place at The Purchaser's disposal, as the case may
            be, all equipment, tools, programs (software), labour, supplies, and
            services required for the performance of the said surveillance and
            tests; and
     (iii)  to issue reports, keep and provide records, and issue certificates
            as to the results of the surveillance and tests. The said
            surveillance and all the tests shall be performed at the
            Contractor's risk.

All reasonable direct costs to which The Purchaser may be put by any repetition
of an inspection or a test shall be reimbursed by the Contractor on demand and
may be deducted by The Purchaser from any moneys to be paid by The Purchaser
under this Contract.

9.2  Quality Assurance
----------------------

     The Contractor shall be responsible for carrying out a continuous quality
     surveillance in accordance with the quality assurance procedure laid down
     in Annex 15 in order to ensure that the Equipment and the Software in all
              --
     respects will meet all the requirements set out in this Contract.

9.3  System Test (or Site Acceptance Test)
------------------------------------------

     The Contractor shall be responsible for carrying out a System test for each
     site. Representatives of The Purchaser shall be present. The object of the
     System test is to establish that each part of the WLL System will fulfil
     all the functional and technical requirements set out in this Contract.

     As soon as possible after completion of the System test, the Contractor
     shall furnish to The Purchaser a report regarding the test. To the extent
     an unsuccessful test so requires, the Contractor shall cure the discovered
     deviation from the requirements and provide for repeated test.

     Prior to the start of any System Acceptance Test the Contractor shall have
     proved that the System tests have been successful and have cured to the
     satisfaction of The Purchaser the deviation from the requirements or any
     other defect or deficiency that

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     has been observed in the course of the System test. If the Purchaser agrees
     a System Acceptance Test can take place without all System Tests being
     complete.

     To the extent an unsuccessful test so requires, the Contractor shall cure
     the discovered deviation from the requirements and provide for a repeated
     test.

     At the time when the Contractor has successfully completed a Systems Test
     (Site Acceptance Test), the Purchaser shall accept the title and risk for
     that part of the network that has been successfully tested. Alternatively,
     provision of revenue producing traffic for more than one month will
     constitute completion of System Test for a specific site.

9.4  Acceptance Test
--------------------

     When,

     (i)     the tests and inspections referred to above in this Clause 9 have
             demonstrated that all Equipment and Software delivered by the
             Contractor complies with all relevant requirements, standards and
             Specifications;

     (ii)    such Equipment and Software as shall be installed by Contractor has
             been installed on Premises ready for operation;

     (iii)   relevant training referred to in Clause 11 has been performed;

     (iv)    relevant documentation has been delivered in accordance with Clause
             11,

     and

     (v)     relevant Test Equipment have been delivered in accordance with
             Clause 11, then The Purchaser shall perform an acceptance test
             ("System Acceptance Test"). The purpose of this Acceptance Test is
             to establish whether the Equipment and the Software complies with
             all the relevant requirements and Specifications when operated and
             otherwise handled by The Purchaser personnel duly trained by the
             Contractor utilising the Documentation supplied by the Contractor.
             The detailed test procedure and criteria of a successful Acceptance
             Test shall be agreed upon in accordance with Clause 7.1.

9.5  Actual Date of Delivery
----------------------------

     The Acceptance Test shall be deemed to have been successfully performed
     when it has been demonstrated that all relevant requirements of this
     Contract are met or when the Purchaser has carried commercial traffic for a
     period of more than 90 days.

     The Actual date of Delivery is when all defects, deficiencies, or
     deviations from the requirements discovered in connection with the
     Acceptance test, or prior thereto, have been cured to the satisfaction of
     The Purchaser, and a successful Acceptance Test has shown that Contractor's
     Scope of Supply with respect to WLL System meets all the requirements of
     this Contract.

     It is recognised by the parties that even after the Acceptance Test, some
     minor defects and deficiencies that are non-essential for the proper
     operation or

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     maintenance of the WLL System might exist. The parties shall by agreement
     enter these defects or deficiencies into a list of defects which shall also
     include a time schedule for the taking by Contractor of the necessary
     corrective measures. The stipulations of this Contract as regards warranty
     obligations contained in Clause 10 below shall apply to Contractor's duty
     to take such corrective measures.

     If the Purchaser fails to make any or all sites available for Installation
     of the equipment one hundred and twenty days (120) after the contract
     signature, the Purchaser shall by default accept the equipment, for that
     part of the network that cannot be installed, and make all relevant
     payments applicable to Site and System Acceptance. At this time, title and
     risk for the equipment that cannot be installed shall pass from the
     Contractor to the Purchaser.

     If the System Acceptance Test (required before Actual Date of Delivery can
     be achieved) is delayed because of the Purchaser's failure to make sites
     "ready for installation", the System Acceptance Test shall be conducted
     only on those sites that have passed Site Acceptance.

     The Time Schedule and Milestones for the implementation and preparation of
     the Sites by the Purchaser shall be defined in Annex 18.

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        Clause 10  Warranties and Certain Consequences in the Event of
         ---------------------------------------------------------------
                             Breaches of Warranties
                             ----------------------

10.1   Warranty Period
----------------------

       The Contractor warrants that the WLL System installed and ready for
       operation and Spare Parts delivered to The Purchaser, at all times during
       a warranty period of eighteen (18) months from the Actual Date of
       Delivery of the WLL System will conform to all the requirements set out
       in the Specifications. Subject to the provisions of Subclause 10.2 and
       10.3 any lack of conformity that is in existence, or will occur, or will
       appear prior to or during the warranty period, and any other defect,
       deficiency, or malfunction that is due to construction, manufacture,
       workmanship, materials, programming, transportation or installation which
       appear prior to the expiration of the warranty period shall be considered
       such a defect will be covered by Contractors warranty obligations. Design
       faults shall be warranted for twenty-four (24) months from the Actual
       Date of Delivery.

10.2   Corrective Measures Activity
-----------------------------------

       In case of breach of warranty obligations defined in Subclause 10.1 above
       the Contractor shall at its own risk and expense cure the defect by
       repair, replacement, modification, adjustment, delivery and installation
       of additional Equipment or Software, or performance of additional work or
       implement any other adequate corrective measures (all such measures
       collectively referred to as "Corrective Measures").

10.3   Warranty of Corrective Measures
--------------------------------------

       The Contractor shall be obliged to take the necessary Corrective Measures
       and other actions referred to in this Clause 10 within the shortest
       practicable time, however not later than at such a final date for the
       Corrective Measures specified by The Purchaser taking into account the
       breach to be cured, the work to be done and The Purchaser operational and
       maintenance requirements. The Contractor shall at the request of The
       Purchaser render such assistance, advice or instruction that in the
       Contractor's reasonable opinion would be sufficient to remedy the defect.
       If the Contractor or The Purchaser would deem it necessary to arrange
       that the Corrective Measures are taken by the Contractor's personnel, the
       Contractor shall make such personnel available as fast as possible but no
       longer than forty eight (48) hours from the moment when The Purchaser has
       dispatched a request.

       If the Corrective Measures will be in the form of replacement and The
       Purchaser does not have the relevant spare part available the Contractor
       shall make the spare part available as soon as the circumstances permit,
       but in no case later than forty eight (48) hours from the moment when The
       Purchaser has dispatched a request for such a spare part.

       Major Service effecting errors shall be corrected within 5 working days
       from the moment The Purchaser has dispatched a request for correcting
       such an error and the Contractor has acknowledge this request.

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       Minor Service effecting errors and Non Service effecting errors shall be
       corrected within eight (8) weeks from the moment The Purchaser has
       dispatched a request for correcting such an error and the Contractor has
       acknowledge this request.

       Major, Minor and Non Service Effecting errors are defined in Annex 25.

       If the Contractor in spite of proper notification should not be able to
       carry out his duties within the agreed period of time, The Purchaser
       shall have the right to correct the defects) or have it (them) corrected
       by others.

       If spare parts purchased by The Purchaser have been used for replacement
       of defective parts or any interim repair of the defective parts has been
       made, the Contractor shall at his own expense repair the replaced part or
       make the final repair thereof, as the case may be, or deliver spare parts
       in replacement. The Purchaser shall bear the risk and costs of transport
       to the Premises of Contractor and the Contractor shall bear the risk and
       costs of the return transport for such defective parts as well as of
       repaired parts and parts supplied in replacement.

10.4   Notification of Defects
------------------------------

       The Purchaser shall notify the Contractor of a defect not later than
       thirty (30) days from The Purchaser's discovery thereof. Notice of
       defects and requests for Corrective Measures shall, at the discretion of
       The Purchaser, be made by fax, letter or hand delivery.

       The Purchaser shall also be entitled for the purpose hereof to avail
       itself of any guarantee or other security provided by the Contractor in
       accordance with this Contract.

10.7   Warranty Regarding Replaced or Corrected Parts
-----------------------------------------------------

       In the event that any part of the WLL System has been corrected,
       repaired, replaced, modified or adjusted pursuant to a warranty
       obligation, a fresh warranty period of the same duration as set forth in
       Subclause 10.1 shall apply to such a part or if replaced to the new part.
       This fresh period shall start to run as from the date when The Purchaser
       confirms that the repair, replacement, modification or adjustment has
       been successfully completed.

10.8   Warranty of Reliability and Maintainability
--------------------------------------------------

       Without prejudice to the provision of Subclause 10.1 above Contractor
       warrants that the reliability and maintainability of the WLL System will
       comply with the provisions set out in the Specifications, so that the
       respective values which can be derived from the parameters contained in
       Annex 15 will be obtained during the warranty period of eighteen (18)
       months. The compliance with the parameters shall be demonstrated with the
       methods set out in Annex 15.

       In the event the WLL System does not fulfil the reliability and
       maintainability specified in the Specifications the Contractor shall be
       obliged to take such Corrective Measures at its own risk and expense as
       are necessary to have the WLL System to fulfil the Specifications with
       regard to the aforesaid parameters.

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10.9   Warranty of Documentation
--------------------------------

       10.9.1   Sufficient and Adequate for Operation and Maintenance
       --------------------------------------------------------------

                The Contractor warrants for the technical life time of the WLL
                System that the information contained in the Documentation, will
                be continuously updated, will be provided in a timely manner and
                will be sufficient and adequate for the proper operation and
                maintenance of the WLL System.

                To any damage or defect caused or revealed by lack of documents
                stated in Subclause 10.9.1 the provisions of Subclause 10.2
                shall apply, notwithstanding whether the damage or defect
                existed or appeared prior to the expiration of the respective
                warranty period set out in Subclause 10.1.

       10.9.2   Additional Documentation
       ---------------------------------

                The Purchaser may wish to develop certain additional
                documentation with respect to the functioning of the WLL System.
                The Contractor shall be obliged to check the accuracy and
                completeness of such documentation and within a reasonable
                period of time from The Purchaser's request to such effect
                submit in writing to The Purchaser its approval or disapproval
                of the said documents. In the event of disapproval Contractor
                shall specify in what respect the documentation is incorrect or
                incomplete and what measures should be taken to make the
                documentation correct and complete. Any compensation for
                Contractor's work referred to in this Subclause 10.9.2 shall for
                each case be agreed upon between the parties.

10.10  Spares Warranty
----------------------

       The Contractor warrants that it is able to supply The Purchaser with
       spares, or equivalent replacement parts, or substitute parts with an
       equal or greater level of functionality that maintains backwards
       compatibility for repair and maintenance of Equipment delivered for a
       period up to ten (10) years from Actual Date of Delivery. Such parts
       shall be provided at reasonable prices and delivery times.

       If the Contractor after the above mentioned period intends to stop the
       manufacturing of a type of spares or equivalent replacement parts, the
       Contractor shall inform The Purchaser about his intention at least twelve
       (12) months in advance.

10.11  Warranty of Right to Use and Reproduce Etc.
-------------------------------------------------

       The Contractor warrants that The Purchaser shall have the right to use
       all and any Software as well as of all and any Documentation (and parts
       thereof) that the Contractor has supplied without thereby infringing any
       right of the Contractor, its subcontractors or employees, or a third
       party, or being obliged to pay any compensation to the Contractor, its
       subcontractors or employees, or to any third party. The Purchaser's right
       to reproduce, change or modify software and documents is limited to the
       rights defined in the software license that is granted by the Contractor
       for use by The Purchaser in the WLL System delivered by the Contractor to
       The Purchaser. This is defined in Annex 26.

10.12  Repairs Warranty
-----------------------

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       The Contractor warrants that it, during a period of at least up to ten
       (10) years from Actual Date of Delivery or from the date of
       discontinuation of commercial availability of the related equipment,
       whichever comes the latest, is capable of and will, at The Purchaser's
       request, repair defective material in Equipment delivered under this
       Contract.

       Contractor warrants that if The Purchaser so wishes it shall enter into
       Annual Operations and Maintenance Contract with The Purchaser in forms
       set out in Annex 21 and be bound to all conditions there is in the
       License included without limitation to conditions as to price and for as
       long as The Purchaser requires for a period of up to ten years.

10.13  Warranty for Production of Equipment and Software
--------------------------------------------------------

       The Contractor warrants to ensure the supply to The Purchaser of
       Equipment and Software in every respect for upgrading, extensions, and
       maintenance of the WLL System at least for a period up to ten (10) years
       after the Actual Date of Delivery., at prices and within reasonable
       delivery times and on other reasonable conditions. In the event that the
       Contractor intends to cease to supply Equipment and Software for the WLL
       System, the Contractor shall inform The Purchaser thereof at least twelve
       (12) months in advance. The Contractor shall at the request of The
       Purchaser -without charge supply all drawings and other technical
       information and documents that will be required or of assistance in the
       provision, operation and maintenance of the WLL System. Equipment and
       Software purchased pursuant to this Subclause 10.13 shall be subject to
       the same warranties as set out in this Clause 10.

10.15  Title and Intellectual Property Rights
---------------------------------------------

       The Contractor warrants that Contractor will deliver to The Purchaser
       good title to all of the items falling within Contractor's Scope of
       Supply and each such item shall be free of any claim, encumbrance or lien
       whatsoever.

       For the technical life time of the WLL System the Contractor warrants in
       accordance with Clause 16 and furthermore that it shall not be necessary
       for The Purchaser to obtain any license or any similar grant under a
       patent or any other industrial or intellectual property right for the WLL
       System either from the Contractor or any other person in order to be able
       to interface the WLL System, with equipment of design, construction or
       makes other than the Contractor's or its subcontractors'.

       In the event of breach of this warranty the provisions of Clause 16 shall
       apply.

10.16  Exceptions from Warranties
---------------------------------

       The Contractor will have no liability or responsibility arising out of

       (i)   deviations from the requirements of this Contract that are caused
             by such damage to or loss of the WLL System as is accidental and
             occurs after the time when the risk of loss and damage has passed
             to The Purchaser;

       (ii)  deviations from requirements of this Contract that are caused by
             The Purchaser or any other person for which the Contractor is not
             responsible, or any changes, repairs or replacements made by The
             Purchaser or said other

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             person, provided that The Purchaser or such other person has acted
             contrary to instructions contained in manuals or other
             documentation provided by the Contractor under this Contract;

       (iii) breaches of warranties of which The Purchaser has not notified the
             Contractor during the respective warranty period, or before thirty
             (30) days have elapsed after-the expiry of the said period
             provided, however, that this exemption from liability and
             responsibility shall not apply if the Contractor, or any of its
             representatives, nevertheless knew of the breach;

       (iv)  deviations from the requirements of this Contract that are caused
             by non-fulfilment of The Purchaser's undertakings of The
             Purchaser's Share of Responsibility

       Notwithstanding the foregoing of this Subclause 10.16 the Contractor
       shall be obliged to cure at the expense of The Purchaser also deviations
       from the requirements for which the Contractor has no liability or
       responsibility, if The Purchaser so requests.

10.17  Records of Events
------------------------

       The Purchaser will during the warranty period in Subclause 10.1 keep
       records of events that might be of importance for determining the type of
       defect, the time of its occurrence, the notification and curing thereof
       etc. These records shall prevail unless proved to be inaccurate in any
       specific respect. The Purchaser shall keep the records available to the
       Contractor on request.

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                             Clause 11 - Delivery
                             --------------------

11.1   Equipment and Software
-----------------------------

       11.1.1 Contractual Date of Delivery
       -----------------------------------

              The WLL System shall have been delivered and successfully tested
              according to Subclauses 9.4 on the date set out in the Time
              Schedule (Annex 18). The said date is in this Contract referred to
              as the Contractual Date of Delivery.

              The schedule and quantities of material shown in Annex 18 is an
              estimate and is not a binding commitment by The Purchaser. The
              Purchaser considers this list to be the Tender's minimum delivery
              obligation.

       11.1.2 Passing of Title
       -----------------------

              The title to as well as the risk of damage to and loss of the WLL
              System, for that part of the system in question, shall pass to The
              Purchaser on completion of a successful Site Acceptance test.

              The Purchaser shall be responsible for the operation and
              maintenance of the WLL System from the date of Site Acceptance.
              This shall not limit or compromise any claim which The Purchaser
              may have against the Contractor under any warranty or other
              provision of the Contract. Prior to the Site Acceptance, The
              Purchaser's responsibility for the operation of the WLL System
              shall be confined to such responsibility as follows from The
              Purchaser's performance of the tests referred to in Clause 9.

       11.1.3 Software
       ---------------

       11.1.3.1
       The Purchaser is granted a non-exclusive perpetual restricted royalty-
          free license to use the Software, but only in conjunction with The
          Purchaser's use and maintenance of WLL System in accordance with this
          Contract, and not otherwise.

          Use of this Software shall not include the right to copy, reproduce
          and modify the software.

          The Purchaser agrees that the Software provided to it by the
          Contractor under this Contract or any renewals, extensions, or
          expansions thereof, or in implementation of any of the foregoing,
          shall, as between the parties hereto, be treated as the exclusive
          property of the Contractor and as proprietary and a trade secret of
          Contractor. The Purchaser shall:

          (a)  not provide or make the Software or any portions or aspects
               thereof available to any person except to its employees or agents
               on a "need to know" basis;

          (b)  not modify the Software without the prior written consent of
               Contractor.

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                If Contractor modifies or changes the Software to permit
                additional features or services, such Software will at The
                Purchaser request be made available to The Purchaser on prices
                based on a predetermined methodology. In any case the Contractor
                shall provide all such features and services free of charge
                within the first twelve 12 months from the date of signing the
                Contract.

                Nothing in this Clause shall limit Contractor's warranties in
                Clause 10.

                The Purchaser and any successor to The Purchaser's title to the
                WLL System shall have the right without further consent of
                Contractor to assign this license to any other party which
                acquires the WLL System, provided any such other party (either
                assignee or sublicensee) agrees in writing to abide by the terms
                and conditions of this license.

                Notwithstanding anything in this Contract to the contrary, it is
                understood that The Purchaser is receiving no title or ownership
                rights to such Software, which rights shall remain with
                Contractor.

11.1.3.2   As applicable and generally available to Contractor's customers,
           Contractor shall license to The Purchaser a copy of any diagnostic
           software utilized by Contractor with respect to the installation and
           maintenance services of the Software and System.

11.1.3.3   The Contractor shall offer and The Purchaser at its discretion may
           accept a new Software Release containing new facilities on a regular
           basis (at least once per year) for a period of ten (10) years after
           Actual Delivery Date of the Contractor's Scope of Supply. The new
           release shall indicate what modifications are required on
           implementation to the Software and hardware used by The Purchaser. In
           the event that The Purchaser chooses not to accept the installation
           of new Software Releases, the Contractor shall continue to support
           the Latest Version of Software including the correction of any faults
           or bugs.

11.1.3.4   During a period of five (5) years after acceptance of a version of
           Software, the Contractor shall provide without charge at The
           Purchaser's request, maintenance releases correcting software faults
           identified in the Latest Version by The Purchaser, or by the
           Contractor or by its other customers.

11.1.3.5   New releases and maintenance releases shall be subject to acceptance
           tests to be agreed upon by the parties.

11.1.3.6   Unless the parties have agreed otherwise in writing, new releases and
           maintenance releases shall not alter the applications or the uses to
           which the System or parts of the System can be put, whether or not in
           conjunction with existing files, and shall in all respects be
           compatible with the Latest Version of the Software. Software updates
           shall be backward compatible to existing hardware, features, and
           functionalities, unless mutually agreed otherwise.

11.1.3.7   The Contractor shall fully disclose and supply and keep supplied in
           confidence to The Purchaser the Latest Version of all Documentation
           and the Software, with relevant information about their release
           status.

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11.1.3.8   The Contractor shall ensure that the Documentation supplied to The
           Purchaser fully describes the Software accepted and licensed for the
           System under Clause 11.1.3.1 of this Contract. Documentation will
           fully describe new features, functionalities, errors corrected and
           new errors detected.

11.1.3.9   At the request of The Purchaser, the Contractor shall provide all
           necessary interfaces, interface specifications and standard protocols
           for systems or products provided by The Purchaser or other parties,
           including the physical components of such interfaces, and the proper
           functioning of these interfaces, and all relevant documentation.

11.1.3.10  If the System delivered by the Contractor fails to function properly
           in conjunction with a third party product in use by The Purchaser,
           the Contractor shall, at the request of The Purchaser consult with
           the relevant contractors and cooperate closely with them in tracing
           and repairing the cause of the malfunction.

11.1.3.11  In the event that third party Software supplied by the Contractor
           under this Contract becomes unavailable or essential modifications
           cannot be carried out for any reason whatsoever, the Contractor shall
           at no charge to The Purchaser, procure and supply to The Purchaser
           suitable alternative third party Software to enable the continued
           operation and Contractor's Scope of Supply ability of the System.

11.1.3.12  In the situations referred to in Sub-clause 11.1.3.11 The Purchaser
           shall have an unlimited license to use the Software and shall have
           the right to make modifications to the Software (or have them made)
           only for use with the System.

           The obligations of The Purchaser under this Clause shall survive the
           termination of this Contract for any reason.

11.2   Turn-key Services
------------------------

       The turn-key services of the WLL System shall be done to the satisfaction
       of The Purchaser.

       No service or work by the Contractor may, without The Purchaser's written
       approval thereof, commence earlier than on the date of start of service
       set out in the Time Schedule. The scope of work regarding Turn-key
       services is set out in Annex 9.

11.3   Training
---------------

       The Contractor shall provide The Purchaser's personnel with the training
       required for the proper operation and maintenance of the WLL System. The
       scope of Contractor's undertaking in this respect, as well as the terms
       and other conditions applicable thereto are set out in Annex 10.

11.4   Documentation
--------------------

       The Contractor shall have provided The Purchaser with the Documentation
       set out in Annex 11 on or before the dates set out in the Time Schedule.

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11.5   Spare Parts
------------------

       The Contractor shall have provided The Purchaser with the spare parts set
       out in Annex 12 on the dates set out in the Time Schedule.

11.6   Test Equipment
---------------------

       The Test Equipment set out in Annex 13 shall have been delivered at
       Premises on or before the dates set forth in the Time Schedule.

11.7   Marking
--------------

       All Equipment, parts thereof, and spare parts shall be clearly and
       durably marked with the Contractor's code number and - if any - status
       revision which shall make it possible to identify all Equipment, parts
       thereof and spare parts for the purpose of warranty. The Contractor shall
       well in advance before dispatch of the Equipment or spare parts furnish
       The Purchaser with a packing list indicating the Contractor's code
       numbers applicable to the respective parts.

11.8   Packing
--------------

       All Equipment and Spare parts shall be packed in a manner that is
       suitable for the transportation and for the storing in The Purchaser's
       premises.

11.9   Order Procedure
----------------------

       The deliveries shall be executed in accordance with the provisions stated
       in Annex 14. In order to state the extent of each delivery a suborder
       specification shall be sent to the Contractor as a firm order. The
       suborder specifications shall contain information regarding quantities of
       Equipment and Spare Parts to be delivered, delivery dates, delivery
       address and invoice address.

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       Clause 12 - Liquidated Damages in the Event of Delays in Delivery
       -----------------------------------------------------------------

12.1     General
----------------

The parties acknowledge that the Contractor's fulfillment of its undertakings
set out in the Time Schedule (Annex 18) is of utmost importance to The
Purchaser. The parties also acknowledge that delays will cause severe damage to
The Purchaser and that such damage may, from a practical point of view, be
difficult to quantify. In the event of delay, the parties agree that The
Purchaser shall receive liquidated damages in accordance with the following
provisions without The Purchaser being obligated to prove that it has suffered
damage or to prove the amount of damage. The Purchaser's right to receive
liquidated damages shall be without prejudice to any other right that it may
have under this Contract or otherwise.

Any liquidated damages to which The Purchaser is entitled shall be paid by the
Contractor upon demand and The Purchaser shall be entitled to wholly or partly
set off liquidated damages against any amount that The Purchaser shall pay to
the Contractor under this Contract.

12.1.1   Liquidated Damages for Delay
-------------------------------------

         Should the service start date of the System, or any material portion of
         the System be delayed for any reason except for events excepted under
         this Contract, where the delay is fully or substantially attributable
         to the fault of default of the Contractor (including its sub-
         contractors), Contractor shall pay liquidated damages equal to one
         percent (1%) of the value of that part of the network that The
         Purchaser is unable to use for each week or fraction of a week of delay
         beyond Actual Date of Delivery as specified in Annex 18. A grace period
         of two weeks shall be given before the first week of delay is counted.
         Upon the lapse of the second week of delay, however, the full delay
         shall be counted in computing the liquidated damages.

12.2     WLL System, Training, Documentation, Spare Parts and Test Instruments
------------------------------------------------------------------------------

         In the event that Contractor does not fulfil any of its undertakings
         with respect to WLL System, training, Documentation, spare parts or
         test instruments on the respective dates set out in the Time Schedule,
         the Contractor shall pay liquidated damages to The Purchaser for each
         whole day of delay amounting to (0.1%) of the respective Contract
         Price.

         Maximum liquidated damages according to these Clauses 12.1.1 and 12.2
         shall in no case exceed ten per cent (10 %) of the Total Contract
         Price.

12.3     Delays Caused by The Purchaser or Force Majeure Events
---------------------------------------------------------------

         The Purchaser shall not be entitled to liquidated damages according to
         the above provisions of this Clause 12 to the extent the delay in
         question is caused by failure solely on part of The Purchaser to fulfil
         any part of its Share of Responsibility or by a Force Majeure Event
         defined in Clause 17.

         In the event that The Purchaser delays in carrying out any of its
         undertakings under this Contract the Contractor shall nevertheless be
         obliged to fulfil its obligations within the time agreed on, to the
         extent that the fulfilment of The Purchaser's obligations is not
         necessary to enable the Contractor or its subcontractors and suppliers
         to fulfil their obligations. In the event that it can reasonably be
         assumed

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         that the Contractor will be delayed with respect to any of its
         undertakings under this Contract, The Purchaser shall have the right to
         postpone the performance of any of its undertakings to the extent such
         performance is not necessary to enable the Contractor to fulfil its
         obligations.

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                              Clause 13 - Prices
                              ------------------

13.1   The Contract Prices given shall be fixed until 18th August 2002 and shall
       include obligations of Contractor hereunder. The Contract Prices for the
       WLL System and work and services to be provided by the Contractor under
       this Contract shall be the prices set out in Annex 5.  The prices
                                                    -------
       represent the Contract Prices for the respective items and the sum of all
       the Contract Prices constitutes the total price of the Contractor's Scope
       of Supply. This total price is called the Total Contract Price.
                                                 --------------------

13.2   The prices shall be CIP Colombo.

13.3   Change of any law relating to the Contract items, except those affecting
       the customs duties, import taxes, VAT, shall not affect the price of
       these items.

13.5   All sums of money stated or referred to in this Contract are exclusive of
       VAT.  The Purchaser shall only pay VAT, if applicable in Sri Lanka.

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                             Clause 14 - Payments
                             --------------------

14.1   General
--------------

       The Purchaser shall pay to the Contractor the Contract Prices referred
       to in Clause 13 above in accordance with the following provisions. The
       terms of payments are as follows:

       Phase One - Infrastructure, Network Management, Subscriber Terminals
       required for Acceptance Testing, and Services
       .     20% on signing of the contract
       .     5% on Site Acceptance for the completion of each site (9 Sites)
       .     30% on Actual date of Delivery (System Acceptance)
       .     5% 6 months after the Actual date of Delivery

       Phase Two - Subscriber Terminals for Commercial Service

       .     20% on signing of the contract
       .     40% on delivery of equipment
       .     40% 90 days after delivery of equipment

       Phase Three - Subscriber Terminals for Commercial Service

       .     20% on signing of the contract
       .     40% on delivery of equipment
       .     40% 90 days after delivery of equipment

       Phase Four - Subscriber Terminals for Commercial Service

       .     20% on signing of the contract
       .     40% on delivery of equipment
       .     40% 90 days after delivery of equipment

A bridge finance option will be provided to Suntel for all payments beyond the
Contract signature payment (20%) for 1999. This option will allow Suntel to
remit only the interest due (as defined in Clause 14.5) on the first day of the
month following the date of payment due for all outstanding payments. The
payment of the principle will be due on January 5th, 2000 for all payments
covered through bridge financing.

14.2   Terms and Conditions
---------------------------

Orders shall be placed through a single "purchase order" issued by buyer.

14.3   Bank Guarantee
---------------------

The Contractor is required to put up a Bank Guarantee equal in Value to all
payments made before Systems Acceptance

14.4   Invoicing
----------------

       Payment shall be effected by The Purchaser's receipt of the Contractor's
       invoice in triplicate for the amount in question that The Purchaser will
       approve of, provided, however, that The Purchaser shall not be obliged to
       make any payment earlier than

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      the date following from sub-clause 14.1 above. Any value added tax, or
      other taxes to which Contractor is subject to within Sri Lanka and which
      shall be paid by The Purchaser under this Contract shall be invoiced as a
      separate item.

      Invoice address:

      Attn:  Accounts Payable
      Airspan Communications Limited
      Oxford Road, Uxbridge
      Middlesex
      United Kingdom

14.5  Interest
--------------

      The rate per annum of the interest referred to in Subclause 26.4 shall be
      defined during negotiations.

14.6  Keeping Records
---------------------

          14.6.1    For all items specified. in this Contract, the Contractor
                    shall keep and maintain such books, records, vouchers and
                    accounts with respect to its billing of chase items to The
                    Purchaser for ten (10) years tram the date of Final
                    Acceptance.

          14.6.2    For any item quoted can a cost incurred basis, the
                    Contractor shall keep and maintain such books, records.
                    vouchers and accounts of all costs with respect to the
                    engineering provision and installation of facilities of the
                    System for ten (10) years from the date of fulfillment of
                    a11 Contractor's Scope of Supply obligations.

          14.6.3    The Contractor shall obtain from his Subcontractors such
                    supporting rewords for other than the cost of feed cost
                    items, subject to the conditions of Sub-Clause 14.6.2, as
                    flay be reasonably required, and shall maintain such records
                    for a period of ten (10) years from the date of fulfillment
                    of all costs required to be kept, maintained and obtained
                    pursuant to this Clause.

          14.6.4    The Contractor shall afford the Purchaser the right to
                    review the said books, records, vouchers and accounts of all
                    costs required to be kept, maintained and obtained pursuant
                    to this Clause.

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             Clause 15 - Liability for Accidents, Damage and Loss
             ----------------------------------------------------

15.1   Liability Regarding Before Passing of Risk
-------------------------------------------------

          Without prejudice to provision of Clause 5 any damage to the WLL
          System or Documentation supplied or to be supplied by the Contractor
          occurring before the relevant time according to Clause 11 when the
          risk of damage to or loss of the WLL System and Documentation passes
          to The Purchaser shall be remedied by the Contractor at its own
          expense, provided that the damage or loss has not been caused by
          negligent act or omission by The Purchaser or anybody employed by The
          Purchaser (other than the Contractor or its Subcontractors). If the
          damage or loss has been so caused by The Purchaser the Contractor
          shall nevertheless, if The Purchaser so request, remedy the damage and
          loss, at the expense of The Purchaser at a reasonable price to be
          agreed between the Contractor and The Purchaser.

15.2   Other Indemnification
----------------------------

          The Contractor shall indemnify and hold The Purchaser and its
          officers, servants and employees harmless from any loss, damage,
          liability or expense on account of damage to property and injury,
          including death, to all persons, including but not limited to
          employees of the Contractor, arising out of or resulting from any act
          or omission of the Contractor, its Subcontractors, or anybody employed
          by the Contractor or its Subcontractors, or anybody else for which the
          Contractor or its Subcontractors is responsible. With respect to the
          Contractor's Scope of Supply this Subclause 15.2 shall apply only
          after the risk of damage or loss has passed to The Purchaser; until
          that time Subclause 15.1 shall prevail.

15.3   Fraud or Gross Misconduct
--------------------------------

          Without prejudice to any further responsibilities or liabilities of
          the Contractor under law, if the Contractor, or any of its
          Subcontractors, or anybody employed by the Contractor or its
          Subcontractors, or anybody else for which the Contractor or its
          Subcontractors is responsible, has been guilty of fraud, actions
          against good faith, or "Gross Misconduct" the Contractor shall -
          notwithstanding any provision of this Contract to the contrary - be
          liable for any loss or damage (whether direct, indirect, incidental or
          consequential) suffered by as a result thereof, whether it be defects
          (as defined in Clause 10) in, damage to, or loss of the Contractor's
          Scope of Supply, or injuries to persons, or any other breach of this
          Contract.

          Contractor's liability for the said defects shall extend also to
          defects which have not appeared prior to the expiration of the
          warranty period in question and to defects which have not for any
          other reason been notified by The Purchaser in accordance with the
          provisions of Clause 10. "Gross Misconduct" means any act or omission
          implying neglect to take into consideration such serious effects as a
          careful Contractor normally would have been able to foresee, or a
          deliberate disregard of the consequences of such an act or omission.

15.4   Limitation of The Purchaser's Liability
----------------------------------------------

          The Purchaser shall not be liable for any damage to or loss of the WLL
          System and documentation, save as to the extent provided for in
          Subclause 15.1.

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          The Purchaser shall not be liable for any direct, indirect, incidental
          or consequential damage or loss, including loss of income or loss of
          profit, suffered by the Contractor or its subcontractors as a result
          of such a damage, loss or breach or as a result of any breach by The
          Purchaser of this Contract, unless expressly otherwise provided for in
          this Contract.

15.5      Obligations to Limit Damages and Loss
-----------------------------------------------

          The party suffering loss or damage shall always be obliged to take all
          reasonable measures to mitigate the damage or loss occurred.

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                  Clause 16 - Patents and Other Intellectual
                        and Industrial Property Rights
                        ------------------------------

The Contractor undertakes to fully indemnify and hold The Purchaser, its
officers, employees, representatives and customers harmless from and fully
indemnify them for any and all cost expenses, damages and liabilities therefore
against any claim for an infringement or alleged infringement of any
intellectual property right relating to use of the Equipment and Software
delivered under this Contract.

In particular the Contractor undertakes to defend at its own expense any claim,
suit or proceeding based upon any claim that the Contractor's Scope of Supply,
or the use or maintenance thereof infringes any licence or any right of a third
person to patent, copyright, design or any intellectual or industrial property
rights or application therefore, as well as to hold The Purchaser, its officers,
employees, and representatives harmless from and fully indemnify them for any
and all costs, expenses, damages and liabilities therefor. In the event that the
WLL System or the use of the WLL System or documentation would be held in a suit
to constitute infringement and its further use would be enjoined, the Contractor
will promptly at its own expense either

(i)  procure for The Purchaser the right to continue the use, or
(ii) replace or modify the WLL System, or Documentation, so that it becomes non-
     infringing while staying fully compliant with the Specifications. Any such
     replacement or modification shall, however, be approved of by The Purchaser
     in advance, which approval shall not be unreasonably withheld. The
     Purchaser shall without delay inform the Contractor of any claim that has
     come to the notice of The Purchaser and shall proceed in dealing with such
     claims in agreement with the Contractor.

The Purchaser shall be at all times kept informed by Contractor of the
institution or assertion of any IPR claims or proceedings and shall without
prejudice to its rights be entitled but not obligated to participate in such
claims, suits or proceedings.

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                           Clause 17 - Force Majeure
                           -------------------------

Should Force Majeure Event occur after the signing of this Contract which
prevents the performance of any obligation of either party on the date or dates
provided for in this Contract, the performance of the obligation may be
postponed for such time, on a day by day basis, as the performance necessarily
has had to be delayed on account thereof, it being understood that such
postponement shall not be deemed a change of the Time Schedule or of any day
defined by reference to the Time Schedule.

The term of Force Majeure Event shall mean events such as war or warlike
hostilities, mobilisation or general military call-up, acts of Government
including refusal issue of required export licenses (but shall exclude failure
to obtain security clearance for own employees), civil war, revolution,
rebellion, insurrection or riots, sabotage and any strike or labour action and
other circumstances of a similar exceptional character and farreaching
influence, provided that any such event is beyond the control of the party, its
subcontractors and suppliers. It is expressly understood that no circumstance
shall be considered Force Majeure Event which the party or the subcontractor or
the supplier invoking the event of Force Majeure reasonably ought to have taken
into account at the date of signing of this Contract.

Immediately upon becoming aware of the commencement of any Force Majeure Event
causing a delay, and immediately upon becoming aware of the termination of such
an event of Force Majeure, the party desiring to invoke it as cause for
postponement shall advise the other party of the said event, failing which its
right to demand an extension of the time of performance shall be definitely
barred. To avail itself of the right to invoke any Force Majeure Event as a
cause for postponement the party shall also as soon as practicable after the
termination of the event submit to the other party reasonable proof of the
nature of such Force Majeure Event and its effect upon the performance
timetable. Each parties shall make all reasonable efforts to reduce to a minimum
and mitigate the effect of any delay occasioned by a Force Majeure Event. The
obligation of Contractor in this respect shall particularly include the
repairing or causing the repair of such damage as may have been done to its or
its subcontractor's manufacturing facilities or to Contractor's Scope of Supply.

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                          Clause 18 - Optional Orders
                          ---------------------------

18.1 WLL System
---------------

The Purchaser shall during a period of time commencing on the date of signing of
this Contract by both parties up to 3 years or the end of year 2002 (whichever
the latest) have the right (but not the obligation) to order on fair and
reasonable terms from the Contractor Equipment, Software, Spare Parts,
Documentation and Services set out in Annexes 7, 8, 9, 10, 11, 12 and 13.

18.2 Other Terms and Conditions
-------------------------------

In addition to the terms and conditions referred to in Subclauses 18.1 - 18.3
(inclusive) the provisions contained in this Contract including the Annexes
thereto (as amended by the parties subsequent to the conclusion of this
Contract) shall apply between the parties.

18.3 Exercise of Option
-----------------------

The options referred to in this Clause 18 shall be exercised by a written
numbered order to the Contractor signed by one or more authorised officers or
representatives of The Purchaser. Such order shall be lodged with the Contractor
not later than on the date referred in Subclause 18.1 and shall be accompanied
by a proposed time schedule.

It is incumbent upon Contractor to acknowledge receipt of the order not later
than thirty (30) days thereafter.

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                      Clause 19 - Network and Maintenance
                      -----------------------------------

The Contractor undertakes to supply to The Purchaser, Network and Maintenance of
the WLL System in accordance with the prices and conditions set out in Annex 21
during a period of five (5) years from expiry of the warranty period.

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                            CLAUSE 20 - Non Waiver
                            ----------------------

The failure of either party to insist upon strict adherence to any term or
condition of this Contract on any occasion shall not be considered a waiver of
any right thereafter to insist upon strict adherence to that term or condition
or any other term or condition of this Contract.

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                             Clause 21 - Language
                             --------------------

All manuals, other documentation and training to be provided by Contractor under
this Contract as well as all notices and other communications between the
parties hereunder shall be in English unless the parties in any specific case
agree otherwise.

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                      Clause 22 - The Purchaser's Approval
                      ------------------------------------

To the extent provided in the Contract, the Specifications, design,
calculations, construction, materials and technical arrangements used in the WLL
System may be subject to The Purchaser's approval. No such approval shall affect
the Contractor's obligations hereunder or at any time limit The Purchaser's
right to demand that the Contractor's Scope of Supply in all respects shall
satisfy the Specifications and other requirements of the Contract.

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                      Clause 23 - Compliance with the Law
                      -----------------------------------

The Contractor and its subcontractors shall abide by all applicable laws,
regulations and ordinances of the Country of Sweden and shall obtain from
competent authorities all necessary permits, licenses, and authorisations
required to complete the Contractor's Scope of Supply. The Contractor and its
Subcontractors shall establish such standards and procedures on the Premises as
are necessary to comply with regulations governing employment with special
reference to safety regulations issued from time to time by any competent
authority in Sri Lanka or by The Purchaser. If it comes to the knowledge of The
Purchaser that any such regulations are not being observed, it shall immediately
inform the Contractor and, in such event, The Purchaser shall be entitled to
refuse admission to the Premises of any person who is responsible for such
contravention. Before commencing installation, the Contractor shall give The
Purchaser a full description of those risks or dangerous procedures which may
be, respectively, encountered or utilised in the course of installation.

If and to the extent requested to do so, The Purchaser will assist the
Contractor in obtaining the required information of any such laws, regulations
and ordinances, including safety regulations, as are referred to in this Clause
23. It is recognised by the parties that the presence on the Premises of any of
the Contractor's or its subcontractor's personnel might require the approval of
The Purchaser or any other authority and that such personnel might also be
required to undertake an obligation to observe secrecy with respect to
information received or obtained when present on the Premises and to sign
documents to such an effect. The Purchaser shall not be responsible for any
acts, default or unsatisfactory performance, neglect or omissions of the
Contractor that violate the laws, statutes, orders, rules, decrees, or
regulations of any jurisdiction in which the Contractor's Scope of Supply
obligations are carried out.

In any event, if any third party should nevertheless make a direct claim against
The Purchaser because of such act, default, unsatisfactory performance or
omission of Contractor, The Purchaser shall notify the Contractor as soon as
possible, and the Contractor shall be entitled to undertake and manage any legal
proceedings involving the Contractor. The Contractor shall upon the request of
The Purchaser assist The Purchaser in defending themselves against such claim
and indemnify and hold The Purchaser harmless against any and all costs,
charges, expenses, compensations and other payments made by The Purchaser in
respect of such third party claim.

The Contractor shall be deemed to have satisfied itself that it has obtained all
necessary information with respect to the Contractor's Scope of Supply and the
Contract including but not limited to the matters such as: (i) fees, pilotage
and any dues payable to port authorities, (ii) conditions affecting labour
including Contractor's Scope of Supply permits, and (iii) rules and regulations
of governments and/or port authorities.

The Contractor shall be deemed to have fully examined and independently verified
all documents and drawings, specifications, schedules, terms and conditions of
the Order, regulations and other information in relation to the Contract and to
have fully understood and satisfied himself as to all information which is
relevant as to the risks whether political or otherwise, contingencies, costs,
and other circumstances which could affect the Contract. The Purchaser, its
servants, and agents shall have no liability in law or equity or in Contract or
in tort or pertinent to any other cause of action with respect to any such
information, risks, contingencies or other circumstances.

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    Clause 24 - Assignment and Sub-contracted Contractor's Scope of Supply
    ----------------------------------------------------------------------

The Purchaser may assign this Contract or any of its rights or obligations
hereunder to any corporation being the successor of The Purchaser.

24.1 The Contractor may also, without prior written consent of The Purchaser,
     assign a contract, sub-contract, or any significant part of the
     Contractor's Scope of Supply/. In any event, the Contractor shall not be
     relieved from responsibility under this Contract for such parts of the
     Contractor's Scope of Supply that are sub-contracted, and the Contractor
     shall be responsible and liable for the acts, defaults or unsatisfactory
     performance of any Subcontractor or its employees, servants and agents, as
     fully as if they were the acts or defaults of the Contractor or of the
     Contractor's employees, servants and agents.

24.2 The Contractor shall ensure that any sub-contracts entered into by the
     Contractor shall contain such provisions of this Contract as should be made
     applicable to such sub-contracts.

24.3 Any assignment, mortgage, charge, encumbrance or sub-contract in
     contravention of this Clause shall, as against The Purchaser, be void and
     of no effect.

24.4 The Contractor shall protect, defend, indemnify and keep indemnified The
     Purchaser against all claims, demands, actions, suits, proceedings, writs,
     judgements, orders, decrees, damages, losses and expenses suffered or
     incurred by The Purchaser arising out of or related to any assignment,
     mortgage, charge, encumbrance or sub-contract, whether permitted or not.

24.5 The assignment of any part of the Contractor's Scope of Supply to any
     Subcontractors will be performed according to the Contract and will not
     affect the Contractor's Scope of Supply.

24.6 The Parties agree that no contractual relationship is created between The
     Purchaser and any of the Contractors Subcontractors, suppliers or agents.
     The Contractor shall indemnify The Purchaser for any expenses or damages
     caused to The Purchaser as a result of any claim or demand against The
     Purchaser by any Subcontractor, supplier or agent.

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                            CLAUSE 25 - Termination
                            -----------------------

This Contract, or any individual order under this Contract, may be terminated at
any time by written notice from The Purchaser. Such notice shall specify the
effective date of termination and the actions to be taken by the Contractor in
connection with the termination. If such termination is not due to the
Contractor's failure to fulfil his obligations, which would entitle The
Purchaser to cancel the Contract, or any part of it, The Purchaser shall pay a
proportional price for all work in progress, equipment on order for the
Purchaser, equipment that has been manufactured for the Purchaser and resides in
finished goods, work performed, for material, administration, and profit on the
amount of work performed under the Contract, and refund any other direct cost
incurred due the termination, deducting amounts previously paid. The title to
the work performed under this Contract prior to the termination shall vest in
The Purchaser upon payment of the proportional price.

The compensation to be paid to the Contractor under this Clause shall be tried
to be determined by negotiations, however, the amount shall under no
circumstances exceed the Contract Price.

In case of termination, the Contractor shall make every effort to reduce the
costs incurred.

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                            Clause 26 Cancellation
                            ----------------------

26.1 General
------------

     Without prejudice to any other rights or remedies The Purchaser may have,
     The Purchaser may cancel this Contract according to the following
     provisions. The Purchaser may also cancel an order under this Contract,
     without thereby cancelling any part of this Contract, according to the same
     provisions.

26.2 Cancellation Due to the Contractor
---------------------------------------

The Purchaser may cancel this Contract, in its entirety or with respect to any
portion thereof or an order under the Contract, with immediate effect by written
notice to that effect:

     (i)   Insolvency etc.
           --------------
           if Contractor has become voluntarily or involuntarily declared
           bankrupt or otherwise is insolvent or has entered into liquidation or
           has enter into composition proceedings with its creditors or if the
           Contractor has taken any action in furtherance of any such
           proceedings or has disposed or contemplates to dispose of all or the
           major part of its assets;

     (ii)  Material breach of Contract
           ---------------------------
           if the Contractor commits a material breach of any of its obligations
           under this Contract other than delay in the performance of its
           undertaking referred to in (iii) below and fails to cure such breach
           within thirty (30) days after having received The Purchaser's notice
           thereof;

     (iii) Delays
           ------
           if due to any circumstance for which the Contractor or any of its
           subcontractors or suppliers are responsible the Actual Date of
           Delivery is delayed for more than an aggregate period of ninety (90)
           days;

     (iv)  Non-compliance with the requirements
           ------------------------------------
           if the Contractor's Scope of Supply in any important respect does not
           meet the requirements set out in this Contract and the Contractor has
           not cured the defect within the times specified in the Contract, or,
           if no specification is made, within a reasonable time, such
           reasonable time not to exceed thirty (30) days and fails to cure the
           defect within an additional reasonable period of time, not exceeding
           sixty (60) days unless otherwise agreed by The Purchaser, from
           receipt of The Purchaser's notice to that effect as has been fixed by
           The Purchaser in said notice.

26.3 Cancellation With Reference to Force Majeure etc.
     ------------------------------------------------
     The Purchaser may cancel this Contract with immediate effect by written
     notice if any Force Majeure Event according to Clause 17 (whether
     preventing the Contractor or The Purchaser) causes the Actual Date of
     Delivery to be delayed or can reasonably be anticipated to be delayed for
     more than two hundred and twenty (150) days. The Purchaser shall exercise
     its right to cancel the Contract according to this Subclause 26.3 not later
     than sixty (60) days after having received the Contractor's notice of the
     of the Force Majeure Event in question.

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26.4 Consequences of Cancellation According to 26.2
     ----------------------------------------------

     In the event that The Purchaser cancels the Contract according to any of
     the provisions of Subclause 26.2 the Contractor shall immediately upon The
     Purchaser's demand refund to The Purchaser all amounts paid by The
     Purchaser under this Contract prior to the effective date of the
     cancellation plus interest on the said amounts from the respective dates of
     The Purchaser's payment up to the date of refundment (all dates inclusive)
     at the rate set out in Subclause 14.5. The Purchaser shall make available
     to the Contractor for restitution, dismantling and removal at the
     Contractor's own risk and expense what the Contractor may have delivered to
     The Purchaser under this Contract. This Contract shall cease to have any
     force or effect except that Contractor shall hold The Purchaser harmless in
     respect of all direct costs loss and damage suffered by The Purchaser on
     account of such a cancellation, including without limitation The
     Purchaser's total costs for completing all the Contractor's undertakings,
     whether performed by The Purchaser itself or other contractors engaged by
     The Purchaser for the purpose, to the extent these costs plus any
     compensation to the Contractor as set forth below in this Subclause 26.4
     exceed the Total Contract Price according to this Contract. The Purchaser
     shall make all reasonable efforts to mitigate such loss, damage and costs.

     In the event that The Purchaser decides to complete the WLL System or parts
     thereof either itself or by engaging other contractors, The Purchaser shall
     have the right to acquire - against compensation and on terms and
     conditions with respect to warranties and other matters that are reasonable
     in the circumstances - such Equipment, Software, Documentation, services
     and other items within the Contractor's Scope of Supply as well as the
     Contractor's rights under subcontracts and supply agreements as can be used
     for the completion, operation and maintenance of the WLL System.

26.5 Consequences of Cancellation According to 26.3
     ----------------------------------------------

     In the event that The Purchaser cancels the Contract pursuant to Subclause
     26.3 the Contract shall cease to have any force or effect and the
     Contractor shall immediately upon The Purchaser's demand refund to The
     Purchaser all amounts paid by The Purchaser under this Contract. The
     Purchaser shall make available to the Contractor for restitution,
     dismantling and removal at the Contractor's own risk and expense what the
     Contractor has delivered to The Purchaser under this Contract prior to the
     effective date of the cancellation.

     In the event that The Purchaser decides to complete the WLL System or parts
     thereof either itself or by engaging other contractors, The Purchaser shall
     have the right to acquire against a compensation and on terms and
     conditions with respect to warranties and other matters that are reasonable
     in the circumstances - such Equipment, Software, documentation, services
     and other items within the Contractor's Scope of Supply as can be used for
     the completion, operation and maintenance of the WLL System.

     The Purchaser may require the Contractor to promptly remove at its own
     expense any and all of Equipment, or parts thereof, that may have been
     delivered to or installed and not acquired by The Purchaser.

26.6 Ownership to Equipment etc.
     ---------------------------

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     The ownership to such Equipment, Software, materials, Documentation and
     work within the Contractor's Scope of Supply for which the Contractor is
     entitled to compensation according to Subclauses 26.4 or 26.5 shall
     immediately upon the cancellation pass to or notwithstanding the
     cancellation rest with The Purchaser, as the case may be. The Purchaser
     shall be free to use the same without incurring any liability to the
     Contractor or any third party. It is agreed that The Purchaser may exercise
     its rights to cancel the Contract, or an order under the Contract
     notwithstanding whether Equipment, Software, documentation and work
     installed, delivered, and performed by the Contractor can be restituted in
     substantially the same condition as delivered by the Contractor. In the
     event of cancellation pursuant to Subclause 26.2, Equipment, Software and
     Documentation of which the value has decreased due to negligence on part of
     The Purchaser or anybody for which The Purchaser is responsible shall be
     acquired by The Purchaser according to provisions agreed upon by the
     parties.

26.7 Survival of Clauses
     -------------------

     The provisions of Subclause 11.1.3 and Clause 16, to the extent applicable,
     and of Clause 29, 30 and 31 shall survive the cancellation or termination
     of this Contract.

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          Clause 27 - Entire Agreement. Modifications of the Contract
          -----------------------------------------------------------

The parties state that with respect to the subject matter hereof this Contract
Document and the Annexes, thereto, which form an integral part of the Contract,
constitute the sole and exclusive understanding of the parties in respect of the
subject matter hereof and supersede all prior agreements, arrangements or
understandings relating to the subject matter, including any bid, tender,
quotation, offer or proposal, general sales conditions or terms or provisions
that the Contractor has submitted.

No change or modification of this Contract may be made except in writing and
executed by the respective duly authorised representatives of each of the
parties hereto.

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                         Clause 28 - Order of Priority
                         -----------------------------

In the event of any discrepancy between any data, stipulation or provision given
in any of the Clauses of this main Contract Document, on the one hand, and data,
stipulation or provision given in any of the Annexes, on the other hand, the
data, stipulation or provision contained in a Clause of this Contract Document
shall prevail. In the event of any discrepancy between the Technical
Specifications and the Product Description the Technical Specification shall
prevail over the Product Description, except to such an extent as the Product
Description is more advantageous to The Purchaser, in which latter case the
Product Description shall prevail.

To the extent the Technical Specifications or the Product Description contains
something that is not dealt with in any provisions of the Clauses of this
Contract Document, the Technical Specifications and the Product Description, as
the case may be, shall prevail notwithstanding the foregoing.

To the extent the Technical Specifications or the Product Description contains
anything that is not dealt with in the other of them, the one containing the
data, stipulation, provision or whatever might be concerned shall prevail over
the other.

The Purchaser shall have the right to decide what document, data, stipulation or
provision that shall prevail if such a decision is notified to the Contractor
well in advance of the commencement of the manufacturing process in question.

In the event that the Contractor and The Purchaser have different opinions as to
the interpretation of the Specifications, the opinion of The Purchaser shall
always prevail, notwithstanding the foregoing, provided that The Purchaser's
opinion is not unreasonable. The Contractor shall as soon as possible inform The
Purchaser of any inconsistency, ambiguity or incompletion found in the
Specifications.

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                           Clause 29 - Applicable Law
                           --------------------------

This Contract shall be governed by and construed in accordance with the law of
Sweden.

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                           Clause 30 Confidentiality
                           -------------------------

Each party (as "Receiving party" hereunder) shall keep in confidence, with the
same degree of care as used for its own confidential information, any
information which is disclosed to it by the other party (as "Disclosing party"
hereunder) in writing or other tangible form and clearly marked or identified in
writing as "confidential" or by similar legend, for a period of three years from
the date of first disclosure to the receiving party hereunder of such
information, except that the foregoing obligations shall not apply or cease to
apply, to any information which:

(i)    is publicly known at the time of disclosure or becomes thereafter
       publicly available through no fault of the receiving party;

(ii)   was already known to the receiving party free from confidentiality
       restrictions, prior to receiving it from the disclosing party;

(iii)  is disclosed to the receiving party by any third party without
       confidentiality restrictions;

(iv)   is independently developed by the receiving party;

(v)    is necessary to disclose to any lawful authorities for obtaining any type
       approval of the hardware/software goods covered hereunder;

(vi)   is inherently disclosed or is necessary to be disclosed by The Purchaser
       by or for the proper installation, operation, use, maintenance and/or
       repair of the goods procured hereunder or the provisions of services
       thereby.

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                            Clause 31 - Arbitration
                            -----------------------

31.1 The Contractor and The Purchaser shall endeavour to settle any difference
     of opinion which may arise during the execution of this Contract in an
     amicable manner.

31.2 Any difference of opinion concerning any matters under this Contract shall
     be referred for resolution by arbitration to an expert sitting as a single
     arbitrator to be agreed upon by the parties hereunder or failing such
     Contract to a single arbitrator to be named by the President of the [_],
     upon the request of any party to this Contract. Arbitration proceedings
     shall take place in Stockholm Upon the request of any party the arbitration
     shall be in English.  The arbitrator from time to time acting hereunder
     shall have all the powers conferred on arbitrators by the [_] Arbitration
     Law 1968 or any statutory modification thereof for the time being in force.
     Judgment upon any award rendered by the arbitrator may be entered in any
     court in Sweden having jurisdiction or application may be made to such
     court for a judicial acceptance of the award and an order of enforcement,
     as the case may be. The arbitrator shall not be bound by the rules of
     evidence and procedure, but shall be bound by the substantive law of the
     Sweden and shall be obliged to disclose the reason for his award.

31.3 The fact that a dispute is brought before a court or before a duly
     appointed expert does not release the Contractor from its obligations to
     fulfil its commitments as provided by this Contract.

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                              Clause 32 - Notices
                              -------------------

Any and all notices or information other than information or proposal of pure
technical nature shall be given by any party by prepaid mail or by fax or hand
delivery to the other party at the following address:

If to The Purchaser

Jan Campbell, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka

If to Contractor

Steve Mallinson, Cambridge House, Oxford Road, Uxbridge, UK.

Notices, information or proposals of pure a technical nature shall be forwarded
to the following address:

If to The Purchaser

Mahinda Ramasundera, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka

If to Contractor

Paul Senior, Cambridge House, Oxford Road, Uxbridge, UK.

The aforementioned addresses of either party may be changed at any time by
giving fifteen (15) days prior notice to the other party in accordance with the
foregoing. Either party may also by fifteen (15) days prior notice to the other
party give further specification as to which address notice, information or
proposals of various nature shall be forwarded.

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                           Clause 33 - Support Bond
                           ------------------------

In addition to the other clauses within this Contract, The Contractor agrees to
placing of a Support Bond.

The Guarantor for this bond shall be as follows:

Lloyd Bank Plc.
Guarantees, International Services Centre
P.O. Box 63
Two Brindley Place, Birmingham
B1 2AB
United Kingdom

The following wording will be used:

The Guarantor hereby issues an irrevocable Guarantee No. ______ in the following
terms:

The Beneficiary shall the Purchaser known as Suntel Private Ltd.

The Principal shall be the Contractor, known as Airspan Communication Limited.

Failure of the Contractor's performance obligations in respect of the supply of
equipment for Telecommunications Network Infrastructure under Contract for
Purchase Order No. LP/0442/99 dated April 26, 1999 due to the end of its
activities, due to its winding up, appointment of receiver(s) or entering into a
company voluntary arrangement, or closure of the product line used within this
supply of the contract.

The Support Bond shall be posed within 1 month after The Contractor receives the
principal and interest payment from milestones through System Acceptance (Actual
Date of Delivery) and receipt by The Contractor of all and any other associated
payments for deliveries covered under the bridging phase.

The Support Bond shall have value equal to 60% of contract value in the first
year after the Actual date of Delivery (Phase 1), 50% of contract value in the
second year after the Actual date of Delivery (Phase 1), and 40% of contract
value in the third year after the Actual date of Delivery (Phase 1).

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                          Clause 34 - Contract Period
                          ---------------------------

This Contract comes into force when signed by both parties and shall remain in
force as long as any of the parties has any obligation under the Contract to
fulfil.

This Contract has been made in duplicate and each of the parties has taken one
copy.

<TABLE>
-------------------------------------------------------------------------------
<S>                                            <C>
Place: LONDON                                  Place: COLOMBO

Date:                                          Date:

Eric Stonestrom                                J. Campbell
Managing Director                              Managing Director
Airspan Communications Limited                 Suntel (Private) Ltd.

The Contractor                                 The Purchaser
</TABLE>
--------------------------------------------------------------------------------

      (
      All reasonable direct costs to which The Purchaser may be put by any
           repetition of an inspection or a test shall be reimbursed by the
           Contractor on demand and may be deducted by The Purchaser from any
           moneys to be paid by The Purchaser under this Contract.

9.2   Quality Assurance
-----------------------

      The Contractor shall be responsible for carrying out a continuous quality
      surveillance in accordance with the quality assurance procedure laid down
      in Annex _15 in order to ensure that the Equipment and the Software in all
      respects will meet all the requirements set out in this Contract.

9.3   System Test (or Site Acceptance Test)
-------------------------------------------

      The Contractor shall be responsible for carrying out a System test for
      each site. Representatives of The Purchaser shall be present. The object
      of the System test is to establish that each part of the WLL System will
      fulfil all the functional and technical requirements set out in this
      Contract.

      As soon as possible after completion of the System test, the Contractor
      shall furnish to The Purchaser a report regarding the test. To the extent
      an unsuccessful test so requires, the Contractor shall cure the discovered
      deviation from the requirements and provide for repeated test.

      Prior to the start of any System Acceptance Test the Contractor shall have
      proved that the System tests have been successful and have cured to the
      satisfaction of The Purchaser the deviation from the requirements or any
      other defect or deficiency that has been observed in the course of the
      System test. If the Purchaser agrees a System Acceptance Test can take
      place without all System Tests being complete.

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      To the extent an unsuccessful test so requires, the Contractor shall cure
      the discovered deviation from the requirements and provide for a repeated
      test.

      At the time when the Contractor has successfully completed a Systems Test
      (Site Acceptance Test), the Purchaser shall accept the title and risk for
      that part of the network that has been successfully tested. Alternatively,
      provision of revenue producing traffic for more than one month will
      constitute completion of System Test for a specific site.

9.4   Acceptance Test
---------------------

      When,

      (i)   the tests and inspections referred to above in this Clause 9 have
      demonstrated that all Equipment and Software delivered by the Contractor
      complies with all relevant requirements, standards and Specifications;

      (ii)  such Equipment and Software as shall be installed by Contractor has
      been installed on Premises ready for operation;

      (iii) relevant training referred to in Clause 11 has been performed;

      (iv)  relevant documentation has been delivered in accordance with Clause
      11,

      and

      (v)   relevant Test Equipment have been delivered in accordance with
      Clause 11, then The Purchaser shall perform an acceptance test ("System
      Acceptance Test"). The purpose of this Acceptance Test is to establish
      whether the Equipment and the Software complies with all the relevant
      requirements and Specifications when operated and otherwise handled by The
      Purchaser personnel duly trained by the Contractor utilising the
      Documentation supplied by the Contractor. The detailed test procedure and
      criteria of a successful Acceptance Test shall be agreed upon in
      accordance with Clause 7.1.

9.5   Actual Date of Delivery
-----------------------------

      The Acceptance Test shall be deemed to have been successfully performed
      when it has been demonstrated that all relevant requirements of this
      Contract are met or when the Purchaser has carried commercial traffic for
      a period of more than 90 days.

      The Actual date of Delivery is when all defects, deficiencies, or
      deviations from the requirements discovered in connection with the
      Acceptance test, or prior thereto, have been cured to the satisfaction of
      The Purchaser, and a successful Acceptance Test has shown that
      Contractor's Scope of Supply with respect to WLL System meets all the
      requirements of this Contract.

      It is recognised by the parties that even after the Acceptance Test, some
      minor defects and deficiencies that are non-essential for the proper
      operation or maintenance of the WLL System might exist. The parties shall
      by agreement enter these defects or deficiencies into a list of defects
      which shall also include a time schedule for the taking by Contractor of
      the necessary corrective measures. The

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      stipulations of this Contract as regards warranty obligations contained in
      Clause 10 below shall apply to Contractor's duty to take such corrective
      measures.

      If the Purchaser fails to make any or all sites available for Installation
      of the equipment one hundred and twenty days (120) after the contract
      signature, the Purchaser shall by default accept the equipment, for that
      part of the network that cannot be installed, and make all relevant
      payments applicable to Site and System Acceptance. At this time, title and
      risk for the equipment that cannot be installed shall pass from the
      Contractor to the Purchaser.

      If the System Acceptance Test (required before Actual Date of Delivery can
      be achieved) is delayed because of the Purchaser's failure to make sites
      "ready for installation", the System Acceptance Test shall be conducted
      only on those sites that have passed Site Acceptance.

      The Time Schedule and Milestones for the implementation and preparation of
      the Sites by the Purchaser shall be defined in Annex 18.

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        Clause 10  Warranties and Certain Consequences in the Event of
        ---------------------------------------------------------------
                            Breaches of Warranties
                            ----------------------

10.1   Warranty Period
----------------------

       The Contractor warrants that the WLL System installed and ready for
       operation and Spare Parts delivered to The Purchaser, at all times during
       a warranty period of eighteen (18) months from the Actual Date of
       Delivery of the WLL System will conform to all the requirements set out
       in the Specifications. Subject to the provisions of Subclause 10.2 and
       10.3 any lack of conformity that is in existence, or will occur, or will
       appear prior to or during the warranty period, and any other defect,
       deficiency, or malfunction that is due to construction, manufacture,
       workmanship, materials, programming, transportation or installation which
       appear prior to the expiration of the warranty period shall be considered
       such a defect will be covered by Contractors warranty obligations. Design
       faults shall be warranted for twenty-four (24) months from the Actual
       Date of Delivery.

10.2   Corrective Measures Activity
-----------------------------------

       In case of breach of warranty obligations defined in Subclause 10.1 above
       the Contractor shall at its own risk and expense cure the defect by
       repair, replacement, modification, adjustment, delivery and installation
       of additional Equipment or Software, or performance of additional work or
       implement any other adequate corrective measures (all such measures
       collectively referred to as "Corrective Measures").

10.3   Warranty of Corrective Measures
--------------------------------------

       The Contractor shall be obliged to take the necessary Corrective Measures
       and other actions referred to in this Clause 10 within the shortest
       practicable time, however not later than at such a final date for the
       Corrective Measures specified by The Purchaser taking into account the
       breach to be cured, the work to be done and The Purchaser operational and
       maintenance requirements. The Contractor shall at the request of The
       Purchaser render such assistance, advice or instruction that in the
       Contractor's reasonable opinion would be sufficient to remedy the defect.
       If the Contractor or The Purchaser would deem it necessary to arrange
       that the Corrective Measures are taken by the Contractor's personnel, the
       Contractor shall make such personnel available as fast as possible but no
       longer than forty eight (48) hours from the moment when The Purchaser has
       dispatched a request.

       If the Corrective Measures will be in the form of replacement and The
       Purchaser does not have the relevant spare part available the Contractor
       shall make the spare part available as soon as the circumstances permit,
       but in no case later than forty eight (48) hours from the moment when The
       Purchaser has dispatched a request for such a spare part.

       Major Service effecting errors shall be corrected within 5 working days
       from the moment The Purchaser has dispatched a request for correcting
       such an error and the Contractor has acknowledge this request.

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       Minor Service effecting errors and Non Service effecting errors shall be
       corrected within eight (8) weeks from the moment The Purchaser has
       dispatched a request for correcting such an error and the Contractor has
       acknowledge this request.

       Major, Minor and Non Service Effecting errors are defined in Annex 25.

       If the Contractor in spite of proper notification should not be able to
       carry out his duties within the agreed period of time, The Purchaser
       shall have the right to correct the defects) or have it (them) corrected
       by others.

       If spare parts purchased by The Purchaser have been used for replacement
       of defective parts or any interim repair of the defective parts has been
       made, the Contractor shall at his own expense repair the replaced part or
       make the final repair thereof, as the case may be, or deliver spare parts
       in replacement. The Purchaser shall bear the risk and costs of transport
       to the Premises of Contractor and the Contractor shall bear the risk and
       costs of the return transport for such defective parts as well as of
       repaired parts and parts supplied in replacement.

10.4   Notification of Defects
------------------------------

       The Purchaser shall notify the Contractor of a defect not later than
       thirty (30) days from The Purchaser's discovery thereof. Notice of
       defects and requests for Corrective Measures shall, at the discretion of
       The Purchaser, be made by fax, letter or hand delivery.

       The Purchaser shall also be entitled for the purpose hereof to avail
       itself of any guarantee or other security provided by the Contractor in
       accordance with this Contract.

10.7   Warranty Regarding Replaced or Corrected Parts
-----------------------------------------------------

       In the event that any part of the WLL System has been corrected,
       repaired, replaced, modified or adjusted pursuant to a warranty
       obligation, a fresh warranty period of the same duration as set forth in
       Subclause 10.1 shall apply to such a part or if replaced to the new part.
       This fresh period shall start to run as from the date when The Purchaser
       confirms that the repair, replacement, modification or adjustment has
       been successfully completed.

10.8   Warranty of Reliability and Maintainability
--------------------------------------------------

       Without prejudice to the provision of Subclause 10.1 above Contractor
       warrants that the reliability and maintainability of the WLL System will
       comply with the provisions set out in the Specifications, so that the
       respective values which can be derived from the parameters contained in
       Annex 15 will be obtained during the warranty period of eighteen (18)
       months. The compliance with the parameters shall be demonstrated with the
       methods set out in Annex 15.

       In the event the WLL System does not fulfil the reliability and
       maintainability specified in the Specifications the Contractor shall be
       obliged to take such Corrective Measures at its own risk and expense as
       are necessary to have the WLL System to fulfil the Specifications with
       regard to the aforesaid parameters.

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10.9   Warranty of Documentation
--------------------------------

       10.9.1   Sufficient and Adequate for Operation and Maintenance
       --------------------------------------------------------------

                The Contractor warrants for the technical life time of the WLL
                System that the information contained in the Documentation, will
                be continuously updated, will be provided in a timely manner and
                will be sufficient and adequate for the proper operation and
                maintenance of the WLL System.

                To any damage or defect caused or revealed by lack of documents
                stated in Subclause 10.9.1 the provisions of Subclause 10.2
                shall apply, notwithstanding whether the damage or defect
                existed or appeared prior to the expiration of the respective
                warranty period set out in Subclause 10.1.

       10.9.2   Additional Documentation
       ---------------------------------

                The Purchaser may wish to develop certain additional
                documentation with respect to the functioning of the WLL System.
                The Contractor shall be obliged to check the accuracy and
                completeness of such documentation and within a reasonable
                period of time from The Purchaser's request to such effect
                submit in writing to The Purchaser its approval or disapproval
                of the said documents. In the event of disapproval Contractor
                shall specify in what respect the documentation is incorrect or
                incomplete and what measures should be taken to make the
                documentation correct and complete. Any compensation for
                Contractor's work referred to in this Subclause 10.9.2 shall for
                each case be agreed upon between the parties.

10.10  Spares Warranty
----------------------

       The Contractor warrants that it is able to supply The Purchaser with
       spares, or equivalent replacement parts, or substitute parts with an
       equal or greater level of functionality that maintains backwards
       compatibility for repair and maintenance of Equipment delivered for a
       period up to ten (10) years from Actual Date of Delivery. Such parts
       shall be provided at reasonable prices and delivery times.

       If the Contractor after the above mentioned period intends to stop the
       manufacturing of a type of spares or equivalent replacement parts, the
       Contractor shall inform The Purchaser about his intention at least twelve
       (12) months in advance.

10.11  Warranty of Right to Use and Reproduce Etc.
--------------------------------------------------

       The Contractor warrants that The Purchaser shall have the right to use
       all and any Software as well as of all and any Documentation (and parts
       thereof) that the Contractor has supplied without thereby infringing any
       right of the Contractor, its subcontractors or employees, or a third
       party, or being obliged to pay any compensation to the Contractor, its
       subcontractors or employees, or to any third party. The Purchaser's right
       to reproduce, change or modify software and documents is limited to the
       rights defined in the software license that is granted by the Contractor
       for use by The Purchaser in the WLL System delivered by the Contractor to
       The Purchaser. This is defined in Annex 26.

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10.12  Repairs Warranty
-----------------------

       The Contractor warrants that it, during a period of at least up to ten
       (10) years from Actual Date of Delivery or from the date of
       discontinuation of commercial availability of the related equipment,
       whichever comes the latest, is capable of and will, at The Purchaser's
       request, repair defective material in Equipment delivered under this
       Contract.

       Contractor warrants that if The Purchaser so wishes it shall enter into
       Annual Operations and Maintenance Contract with The Purchaser in forms
       set out in Annex 21 and be bound to all conditions there is in the
       License included without limitation to conditions as to price and for as
       long as The Purchaser requires for a period of up to ten years.

10.13  Warranty for Production of Equipment and Software
--------------------------------------------------------

       The Contractor warrants to ensure the supply to The Purchaser of
       Equipment and Software in every respect for upgrading, extensions, and
       maintenance of the WLL System at least for a period up to ten (10) years
       after the Actual Date of Delivery, at prices and within reasonable
       delivery times and on other reasonable conditions. In the event that the
       Contractor intends to cease to supply Equipment and Software for the WLL
       System, the Contractor shall inform The Purchaser thereof at least twelve
       (12) months in advance. The Contractor shall at the request of The
       Purchaser -without charge supply all drawings and other technical
       information and documents that will be required or of assistance in the
       provision, operation and maintenance of the WLL System. Equipment and
       Software purchased pursuant to this Subclause 10.13 shall be subject to
       the same warranties as set out in this Clause 10.

10.15  Title and Intellectual Property Rights
---------------------------------------------

       The Contractor warrants that Contractor will deliver to The Purchaser
       good title to all of the items falling within Contractor's Scope of
       Supply and each such item shall be free of any claim, encumbrance or lien
       whatsoever.

       For the technical life time of the WLL System the Contractor warrants in
       accordance with Clause 16 and furthermore that it shall not be necessary
       for The Purchaser to obtain any license or any similar grant under a
       patent or any other industrial or intellectual property right for the WLL
       System either from the Contractor or any other person in order to be able
       to interface the WLL System, with equipment of design, construction or
       makes other than the Contractor's or its subcontractors'.

       In the event of breach of this warranty the provisions of Clause 16 shall
       apply.

10.16  Exceptions from Warranties
---------------------------------

       The Contractor will have no liability or responsibility arising out of

           (c) (i) deviations from the requirements of this Contract that are
               caused by such damage to or loss of the WLL System as is
               accidental and occurs after the time when the risk of loss and
               damage has passed to The Purchaser;

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           (d) deviations from requirements of this Contract that are caused by
               The Purchaser or any other person for which the Contractor is not
               responsible, or any changes, repairs or replacements made by The
               Purchaser or said other person, provided that The Purchaser or
               such other person has acted contrary to instructions contained in
               manuals or other documentation provided by the Contractor under
               this Contract;

           (e) breaches of warranties of which The Purchaser has not notified
               the Contractor during the respective warranty period, or before
               thirty (30) days have elapsed after-the expiry of the said period
               provided, however, that this exemption from liability and
               responsibility shall not apply if the Contractor, or any of its
               representatives, nevertheless knew of the breach;

           (f) deviations from the requirements of this Contract that are caused
               by non-fulfilment of The Purchaser's undertakings of The
               Purchaser's Share of Responsibility

        Notwithstanding the foregoing of this Subclause 10.16 the Contractor
        shall be obliged to cure at the expense of The Purchaser also deviations
        from the requirements for which the Contractor has no liability or
        responsibility, if The Purchaser so requests.

10.17   Records of Events
-------------------------

        The Purchaser will during the warranty period in Subclause 10.1 keep
        records of events that might be of importance for determining the type
        of defect, the time of its occurrence, the notification and curing
        thereof etc. These records shall prevail unless proved to be inaccurate
        in any specific respect. The Purchaser shall keep the records available
        to the Contractor on request.

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                             Clause 11 - Delivery
                             --------------------

11.1   Equipment and Software

       11.1.1 Contractual Date of Delivery

                 The WLL System shall have been delivered and successfully
                 tested according to Subclauses 9.4 on the date set out in the
                 Time Schedule (Annex 18). The said date is in this Contract
                 referred to as the Contractual Date of Delivery.

                 The schedule and quantities of material shown in Annex 18 is an
                 estimate and is not a binding commitment by The Purchaser. The
                 Purchaser considers this list to be the Tender's minimum
                 delivery obligation.

11.1.2 Passing of Title

                 The title to as well as the risk of damage to and loss of the
                 WLL System, for that part of the system in question, shall pass
                 to The Purchaser on completion of a successful Site Acceptance
                 test.

                 The Purchaser shall be responsible for the operation and
                 maintenance of the WLL System from the date of Site Acceptance.
                 This shall not limit or compromise any claim which The
                 Purchaser may have against the Contractor under any warranty or
                 other provision of the Contract. Prior to the Site Acceptance,
                 The Purchaser's responsibility for the operation of the WLL
                 System shall be confined to such responsibility as follows from
                 The Purchaser's performance of the tests referred to in Clause
                 9.

11.1.3 Software

       11.1.3.1

       The Purchaser is granted a non-exclusive perpetual restricted royalty-
          free license to use the Software, but only in conjunction with The
          Purchaser's use and maintenance of WLL System in accordance with this
          Contract, and not otherwise.

          Use of this Software shall not include the right to copy, reproduce
          and modify the software.

          The Purchaser agrees that the Software provided to it by the
          Contractor under this Contract or any renewals, extensions, or
          expansions thereof, or in implementation of any of the foregoing,
          shall, as between the parties hereto, be treated as the exclusive
          property of the Contractor and as proprietary and a trade secret of
          Contractor. The Purchaser shall:

               (g)  not provide or make the Software or any portions or aspects
                    thereof available to any person except to its employees or
                    agents on a "need to know" basis;

               (h)  not modify the Software without the prior written consent of
                    Contractor.

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          If Contractor modifies or changes the Software to permit additional
          features or services, such Software will at The Purchaser request be
          made available to The Purchaser on prices based on a predetermined
          methodology. In any case the Contractor shall provide all such
          features and services free of charge within the first twelve 12 months
          from the date of signing the Contract.

          Nothing in this Clause shall limit Contractor's warranties in Clause
          10.

          The Purchaser and any successor to The Purchaser's title to the WLL
          System shall have the right without further consent of Contractor to
          assign this license to any other party which acquires the WLL System,
          provided any such other party (either assignee or sublicensee) agrees
          in writing to abide by the terms and conditions of this license.

          Notwithstanding anything in this Contract to the contrary, it is
          understood that The Purchaser is receiving no title or ownership
          rights to such Software, which rights shall remain with Contractor.

     11.1.3.2
     As applicable and generally available to Contractor's customers, Contractor
     shall license to The Purchaser a copy of any diagnostic software utilized
     by Contractor with respect to the installation and maintenance services of
     the Software and System.

     11.1.3.3
     The Contractor shall offer and The Purchaser at its discretion may accept a
     new Software Release containing new facilities on a regular basis (at least
     once per year) for a period of ten (10) years after Actual Delivery Date of
     the Contractor's Scope of Supply. The new release shall indicate what
     modifications are required on implementation to the Software and hardware
     used by The Purchaser. In the event that The Purchaser chooses not to
     accept the installation of new Software Releases, the Contractor shall
     continue to support the Latest Version of Software including the correction
     of any faults or bugs.

     11.1.3.4
     During a period of five (5) years after acceptance of a version of
     Software, the Contractor shall provide without charge at The Purchaser's
     request, maintenance releases correcting software faults identified in the
     Latest Version by The Purchaser, or by the Contractor or by its other
     customers.

     11.1.3.5
     New releases and maintenance releases shall be subject to acceptance tests
     to be agreed upon by the parties.

     11.1.3.6
     Unless the parties have agreed otherwise in writing, new releases and
     maintenance releases shall not alter the applications or the uses to which
     the System or parts of the System can be put, whether or not in conjunction
     with existing files, and shall in all respects be compatible with the
     Latest Version of the Software. Software updates shall be backward
     compatible to existing hardware, features, and functionalities, unless
     mutually agreed otherwise.

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     11.1.3.7
     The Contractor shall fully disclose and supply and keep supplied in
     confidence to The Purchaser the Latest Version of all Documentation and the
     Software, with relevant information about their release status.

     11.1.3.8
     The Contractor shall ensure that the Documentation supplied to The
     Purchaser fully describes the Software accepted and licensed for the System
     under Clause 11.1.3.1 of this Contract. Documentation will fully describe
     new features, functionalities, errors corrected and new errors detected.

     11.1.3.9
     At the request of The Purchaser, the Contractor shall provide all necessary
     interfaces, interface specifications and standard protocols for systems or
     products provided by The Purchaser or other parties, including the physical
     components of such interfaces, and the proper functioning of these
     interfaces, and all relevant documentation.

     11.1.3.10
     If the System delivered by the Contractor fails to function properly in
     conjunction with a third party product in use by The Purchaser, the
     Contractor shall, at the request of The Purchaser consult with the relevant
     contractors and cooperate closely with them in tracing and repairing the
     cause of the malfunction.

     11.1.3.11
     In the event that third party Software supplied by the Contractor under
     this Contract becomes unavailable or essential modifications cannot be
     carried out for any reason whatsoever, the Contractor shall at no charge to
     The Purchaser, procure and supply to The Purchaser suitable alternative
     third party Software to enable the continued operation and Contractor's
     Scope of Supply ability of the System.

     11.1.3.12
     In the situations referred to in Sub-clause 11.1.3.11 The Purchaser shall
     have an unlimited license to use the Software and shall have the right to
     make modifications to the Software (or have them made) only for use with
     the System
     The obligations of The Purchaser under this Clause shall survive the
     termination of this Contract for any reason.

11.2 Turn-key Services
----------------------

     The turn-key services of the WLL System shall be done to the satisfaction
     of The Purchaser.

     No service or work by the Contractor may, without The Purchaser's written
     approval thereof, commence earlier than on the date of start of service set
     out in the Time Schedule. The scope of work regarding Turn-key services is
     set out in Annex 9.

11.3 Training
-------------

     The Contractor shall provide The Purchaser's personnel with the training
     required for the proper operation and maintenance of the WLL System. The
     scope of Contractor's undertaking in this respect, as well as the terms and
     other conditions applicable thereto are set out in Annex 10.

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11.4 Documentation
------------------

     The Contractor shall have provided The Purchaser with the Documentation set
     out in Annex 11 on or before the dates set out in the Time Schedule.

11.5 Spare Parts
----------------

     The Contractor shall have provided The Purchaser with the spare parts set
     out in Annex 12 on the dates set out in the Time Schedule.

11.6 Test Equipment
-------------------

     The Test Equipment set out in Annex 13 shall have been delivered at
     Premises on or before the dates set forth in the Time Schedule.

11.7 Marking
------------

     All Equipment, parts thereof, and spare parts shall be clearly and durably
     marked with the Contractor's code number and - if any - status revision
     which shall make it possible to identify all Equipment, parts thereof and
     spare parts for the purpose of warranty. The Contractor shall well in
     advance before dispatch of the Equipment or spare parts furnish The
     Purchaser with a packing list indicating the Contractor's code numbers
     applicable to the respective parts.

11.8 Packing
------------

     All Equipment and Spare parts shall be packed in a manner that is suitable
     for the transportation and for the storing in The Purchaser's premises.

11.9 Order Procedure
--------------------

     The deliveries shall be executed in accordance with the provisions stated
     in Annex 14. In order to state the extent of each delivery a suborder
     specification shall be sent to the Contractor as a firm order. The suborder
     specifications shall contain information regarding quantities of Equipment
     and Spare Parts to be delivered, delivery dates, delivery address and
     invoice address.

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       Clause 12 - Liquidated Damages in the Event of Delays in Delivery
       -----------------------------------------------------------------

12.1   General
--------------

The parties acknowledge that the Contractor's fulfillment of its undertakings
set out in the Time Schedule (Annex 18) is of utmost importance to The
Purchaser. The parties also acknowledge that delays will cause severe damage to
The Purchaser and that such damage may, from a practical point of view, be
difficult to quantify. In the event of delay, the parties agree that The
Purchaser shall receive liquidated damages in accordance with the following
provisions without The Purchaser being obligated to prove that it has suffered
damage or to prove the amount of damage. The Purchaser's right to receive
liquidated damages shall be without prejudice to any other right that it may
have under this Contract or otherwise.

Any liquidated damages to which The Purchaser is entitled shall be paid by the
Contractor upon demand and The Purchaser shall be entitled to wholly or partly
set off liquidated damages against any amount that The Purchaser shall pay to
the Contractor under this Contract.

12.1.1 Liquidated Damages for Delay
-----------------------------------

       Should the service start date of the System, or any material portion of
       the System be delayed for any reason except for events excepted under
       this Contract, where the delay is fully or substantially attributable to
       the fault of default of the Contractor (including its sub-contractors),
       Contractor shall pay liquidated damages equal to one percent (1%) of the
       value of that part of the network that The Purchaser is unable to use for
       each week or fraction of a week of delay beyond Actual Date of Delivery
       as specified in Annex 18. A grace period of two weeks shall be given
       before the first week of delay is counted. Upon the lapse of the second
       week of delay, however, the full delay shall be counted in computing the
       liquidated damages.

12.2   WLL System, Training, Documentation, Spare Parts and Test Instruments
----------------------------------------------------------------------------

       In the event that Contractor does not fulfil any of its undertakings with
       respect to WLL System, training, Documentation, spare parts or test
       instruments on the respective dates set out in the Time Schedule, the
       Contractor shall pay liquidated damages to The Purchaser for each whole
       day of delay amounting to (0.1%) of the respective Contract Price.

       Maximum liquidated damages according to these Clauses 12.1.1 and 12.2
       shall in no case exceed ten per cent (10%) of the Total Contract Price.

12.3   Delays Caused by The Purchaser or Force Majeure Events
-------------------------------------------------------------

       The Purchaser shall not be entitled to liquidated damages according to
       the above provisions of this Clause 12 to the extent the delay in
       question is caused by failure solely on part of The Purchaser to fulfil
       any part of its Share of Responsibility or by a Force Majeure Event
       defined in Clause 17.

       In the event that The Purchaser delays in carrying out any of its
       undertakings under this Contract the Contractor shall nevertheless be
       obliged to fulfil its obligations within the time agreed on, to the
       extent that the fulfilment of The Purchaser's obligations is not
       necessary to enable the Contractor or its subcontractors and suppliers to
       fulfil their obligations. In the event that it can reasonably be assumed

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       that the Contractor will be delayed with respect to any of its
       undertakings under this Contract, The Purchaser shall have the right to
       postpone the performance of any of its undertakings to the extent such
       performance is not necessary to enable the Contractor to fulfil its
       obligations.

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                              Clause 13 - Prices
                              ------------------

     13.1 The Contract Prices given shall be fixed until 18th August 2002 and
     shall include obligations of Contractor hereunder. The Contract Prices for
     the WLL System and work and services to be provided by the Contractor under
     this Contract shall be the prices set out in Annex 5.  The prices represent
                                                  -------
     the Contract Prices for the respective items and the sum of all the
     Contract Prices constitutes the total price of the Contractor's Scope of
     Supply. This total price is called the Total Contract Price.
                                            --------------------

     13.2 The prices shall be CIP Colombo.

     13.3 Change of any law relating to the Contract items, except those
     affecting the customs duties, import taxes, VAT, shall not affect the price
     of these items.

     13.5 All sums of money stated or referred to in this Contract are exclusive
     of VAT.  The Purchaser shall only pay VAT, if applicable in Sri Lanka.

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                             Clause 14 - Payments
                             --------------------

14.1 General
------------

     The Purchaser shall pay to the Contractor the Contract Prices referred to
     in Clause 13 above in accordance with the following provisions. The terms
     of payments are as follows:

     Phase One - Infrastructure, Network Management, Subscriber Terminals
     required for Acceptance Testing, and Services
     .    20% on signing of the contract
     .    5% on Site Acceptance for the completion of each site (9 Sites)
     .    30% on Actual date of Delivery (System Acceptance)
     .    5% 6 months after the Actual date of Delivery

     Phase Two - Subscriber Terminals for Commercial Service

     .    20% on signing of the contract
     .    40% on delivery of equipment
     .    40% 90 days after delivery of equipment

     Phase Three - Subscriber Terminals for Commercial Service

     .    20% on signing of the contract
     .    40% on delivery of equipment
     .    40% 90 days after delivery of equipment

     Phase Four - Subscriber Terminals for Commercial Service

     .    20% on signing of the contract
     .    40% on delivery of equipment
     .    40% 90 days after delivery of equipment

A bridge finance option will be provided to Suntel for all payments beyond the
Contract signature payment (20%) for 1999. This option will allow Suntel to
remit only the interest due (as defined in Clause 14.5) on the first day of the
month following the date of payment due for all outstanding payments. The
payment of the principle will be due on January 5th, 2000 for all payments
covered through bridge financing.

14.2 Terms and Conditions
-------------------------

Orders shall be placed through a single "purchase order" issued by buyer.

14.3 Bank Guarantee
-------------------

The Contractor is required to put up a Bank Guarantee equal in Value to all
payments made before Systems Acceptance

14.4 Invoicing
--------------

     Payment shall be effected by The Purchaser's receipt of the Contractor's
     invoice in triplicate for the amount in question that The Purchaser will
     approve of, provided, however, that The Purchaser shall not be obliged to
     make any payment earlier than

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     the date following from sub-clause 14.1 above. Any value added tax, or
     other taxes to which Contractor is subject to within Sri Lanka and which
     shall be paid by The Purchaser under this Contract shall be invoiced as a
     separate item.

     Invoice address:

     Attn:  Accounts Payable
     Airspan Communications Limited
     Oxford Road, Uxbridge
     Middlesex
     United Kingdom

14.5 Interest
-------------

     The rate per annum of the interest referred to in Subclause 26.4 shall be
     defined during negotiations.

14.6 Keeping Records
--------------------

          14.6.5    For all items specified. in this Contract, the Contractor
                    shall keep and maintain such books, records, vouchers and
                    accounts with respect to its billing of chase items to The
                    Purchaser for ten (10) years tram the date of Final
                    Acceptance.

          14.6.6    For any item quoted can a cost incurred basis, the
                    Contractor shall keep and maintain such books, records.
                    vouchers and accounts of all costs with respect to the
                    engineering provision and installation of facilities of the
                    System for ten (10) years from the date of fulfillment of
                    a11 Contractor's Scope of Supply obligations.

          14.6.7    The Contractor shall obtain from his Subcontractors such
                    supporting rewords for other than the cost of feed cost
                    items, subject to the conditions of Sub-Clause 14.6.2, as
                    flay be reasonably required, and shall maintain such records
                    for a period of ten (10) years from the date of fulfillment
                    of all costs required to be kept, maintained and obtained
                    pursuant to this Clause.

          14.6.8    The Contractor shall afford the Purchaser the right to
                    review the said books, records, vouchers and accounts of all
                    costs required to be kept, maintained and obtained pursuant
                    to this Clause.

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             Clause 15 - Liability for Accidents, Damage and Loss
             ----------------------------------------------------

15.1 Liability Regarding Before Passing of Risk
-----------------------------------------------

     Without prejudice to provision of Clause 5 any damage to the WLL System or
     Documentation supplied or to be supplied by the Contractor occurring before
     the relevant time according to Clause 11 when the risk of damage to or loss
     of the WLL System and Documentation passes to The Purchaser shall be
     remedied by the Contractor at its own expense, provided that the damage or
     loss has not been caused by negligent act or omission by The Purchaser or
     anybody employed by The Purchaser (other than the Contractor or its
     Subcontractors). If the damage or loss has been so caused by The Purchaser
     the Contractor shall nevertheless, if The Purchaser so request, remedy the
     damage and loss, at the expense of The Purchaser at a reasonable price to
     be agreed between the Contractor and The Purchaser.

15.2 Other Indemnification
--------------------------

     The Contractor shall indemnify and hold The Purchaser and its officers,
     servants and employees harmless from any loss, damage, liability or expense
     on account of damage to property and injury, including death, to all
     persons, including but not limited to employees of the Contractor, arising
     out of or resulting from any act or omission of the Contractor, its
     Subcontractors, or anybody employed by the Contractor or its
     Subcontractors, or anybody else for which the Contractor or its
     Subcontractors is responsible. With respect to the Contractor's Scope of
     Supply this Subclause 15.2 shall apply only after the risk of damage or
     loss has passed to The Purchaser; until that time Subclause 15.1 shall
     prevail.

15.3 Fraud or Gross Misconduct
------------------------------

     Without prejudice to any further responsibilities or liabilities of the
     Contractor under law, if the Contractor, or any of its Subcontractors, or
     anybody employed by the Contractor or its Subcontractors, or anybody else
     for which the Contractor or its Subcontractors is responsible, has been
     guilty of fraud, actions against good faith, or "Gross Misconduct" the
     Contractor shall - notwithstanding any provision of this Contract to the
     contrary - be liable for any loss or damage (whether direct, indirect,
     incidental or consequential) suffered by as a result thereof, whether it be
     defects (as defined in Clause 10) in, damage to, or loss of the
     Contractor's Scope of Supply, or injuries to persons, or any other breach
     of this Contract.

     Contractor's liability for the said defects shall extend also to defects
     which have not appeared prior to the expiration of the warranty period in
     question and to defects which have not for any other reason been notified
     by The Purchaser in accordance with the provisions of Clause 10. "Gross
     Misconduct" means any act or omission implying neglect to take into
     consideration such serious effects as a careful Contractor normally would
     have been able to foresee, or a deliberate disregard of the consequences of
     such an act or omission.

15.4 Limitation of The Purchaser's Liability
--------------------------------------------

     The Purchaser shall not be liable for any damage to or loss of the WLL
     System and documentation, save as to the extent provided for in Subclause
     15.1.

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     The Purchaser shall not be liable for any direct, indirect, incidental or
     consequential damage or loss, including loss of income or loss of profit,
     suffered by the Contractor or its subcontractors as a result of such a
     damage, loss or breach or as a result of any breach by The Purchaser of
     this Contract, unless expressly otherwise provided for in this Contract.

15.5 Obligations to Limit Damages and Loss
------------------------------------------

     The party suffering loss or damage shall always be obliged to take all
     reasonable measures to mitigate the damage or loss occurred.

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                  Clause 16 - Patents and Other Intellectual
                        and Industrial Property Rights
                        ------------------------------

The Contractor undertakes to fully indemnify and hold The Purchaser, its
officers, employees, representatives and customers harmless from and fully
indemnify them for any and all cost expenses, damages and liabilities therefore
against any claim for an infringement or alleged infringement of any
intellectual property right relating to use of the Equipment and Software
delivered under this Contract.

In particular the Contractor undertakes to defend at its own expense any claim,
suit or proceeding based upon any claim that the Contractor's Scope of Supply,
or the use or maintenance thereof infringes any licence or any right of a third
person to patent, copyright, design or any intellectual or industrial property
rights or application therefore, as well as to hold The Purchaser, its officers,
employees, and representatives harmless from and fully indemnify them for any
and all costs, expenses, damages and liabilities therefor. In the event that the
WLL System or the use of the WLL System or documentation would be held in a suit
to constitute infringement and its further use would be enjoined, the Contractor
will promptly at its own expense either

(iii)     procure for The Purchaser the right to continue the use, or
(iv)      replace or modify the WLL System, or Documentation, so that it becomes
          non-infringing while staying fully compliant with the Specifications.
          Any such replacement or modification shall, however, be approved of by
          The Purchaser in advance, which approval shall not be unreasonably
          withheld. The Purchaser shall without delay inform the Contractor of
          any claim that has come to the notice of The Purchaser and shall
          proceed in dealing with such claims in agreement with the Contractor.

The Purchaser shall be at all times kept informed by Contractor of the
institution or assertion of any IPR claims or proceedings and shall without
prejudice to its rights be entitled but not obligated to participate in such
claims, suits or proceedings.

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                                      75

                           Clause 17 - Force Majeure
                           -------------------------

Should Force Majeure Event occur after the signing of this Contract which
prevents the performance of any obligation of either party on the date or dates
provided for in this Contract, the performance of the obligation may be
postponed for such time, on a day by day basis, as the performance necessarily
has had to be delayed on account thereof, it being understood that such
postponement shall not be deemed a change of the Time Schedule or of any day
defined by reference to the Time Schedule.

The term of Force Majeure Event shall mean events such as war or warlike
hostilities, mobilisation or general military call-up, acts of Government
including refusal issue of required export licenses (but shall exclude failure
to obtain security clearance for own employees), civil war, revolution,
rebellion, insurrection or riots, sabotage and any strike or labour action and
other circumstances of a similar exceptional character and farreaching
influence, provided that any such event is beyond the control of the party, its
subcontractors and suppliers. It is expressly understood that no circumstance
shall be considered Force Majeure Event which the party or the subcontractor or
the supplier invoking the event of Force Majeure reasonably ought to have taken
into account at the date of signing of this Contract.

Immediately upon becoming aware of the commencement of any Force Majeure Event
causing a delay, and immediately upon becoming aware of the termination of such
an event of Force Majeure, the party desiring to invoke it as cause for
postponement shall advise the other party of the said event, failing which its
right to demand an extension of the time of performance shall be definitely
barred. To avail itself of the right to invoke any Force Majeure Event as a
cause for postponement the party shall also as soon as practicable after the
termination of the event submit to the other party reasonable proof of the
nature of such Force Majeure Event and its effect upon the performance
timetable. Each parties shall make all reasonable efforts to reduce to a minimum
and mitigate the effect of any delay occasioned by a Force Majeure Event. The
obligation of Contractor in this respect shall particularly include the
repairing or causing the repair of such damage as may have been done to its or
its subcontractor's manufacturing facilities or to Contractor's Scope of Supply.

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                          Clause 18 - Optional Orders
                          ---------------------------
18.1 WLL System
---------------

The Purchaser shall during a period of time commencing on the date of signing of
this Contract by both parties up to 3 years or the end of year 2002 (whichever
the latest) have the right (but not the obligation) to order on fair and
reasonable terms from the Contractor Equipment, Software, Spare Parts,
Documentation and Services set out in Annexes 7, 8, 9, 10, 11, 12 and 13.

18.2 Other Terms and Conditions
-------------------------------

In addition to the terms and conditions referred to in Subclauses 18.1 - 18.3
(inclusive) the provisions contained in this Contract including the Annexes
thereto (as amended by the parties subsequent to the conclusion of this
Contract) shall apply between the parties.

18.3 Exercise of Option

The options referred to in this Clause 18 shall be exercised by a written
numbered order to the Contractor signed by one or more authorised officers or
representatives of The Purchaser. Such order shall be lodged with the Contractor
not later than on the date referred in Subclause 18.1 and shall be accompanied
by a proposed time schedule.

It is incumbent upon Contractor to acknowledge receipt of the order not later
than thirty (30) days thereafter.

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                                      77

                      Clause 19 - Network and Maintenance
                      -----------------------------------

The Contractor undertakes to supply to The Purchaser, Network and Maintenance of
the WLL System in accordance with the prices and conditions set out in Annex 21
during a period of five (5) years from expiry of the warranty period.

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                             CLAUSE 20 - Non Waiver
                             ----------------------

The failure of either party to insist upon strict adherence to any term or
condition of this Contract on any occasion shall not be considered a waiver of
any right thereafter to insist upon strict adherence to that term or condition
or any other term or condition of this Contract.

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                                      79

                              Clause 21 - Language
                              --------------------

All manuals, other documentation and training to be provided by Contractor under
this Contract as well as all notices and other communications between the
parties hereunder shall be in English unless the parties in any specific case
agree otherwise.

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                                      80

                      Clause 22 - The Purchaser's Approval
                      ------------------------------------

To the extent provided in the Contract, the Specifications, design,
calculations, construction, materials and technical arrangements used in the WLL
System may be subject to The Purchaser's approval. No such approval shall affect
the Contractor's obligations hereunder or at any time limit The Purchaser's
right to demand that the Contractor's Scope of Supply in all respects shall
satisfy the Specifications and other requirements of the Contract.

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                                      81

                      Clause 23 - Compliance with the Law
                      -----------------------------------

The Contractor and its subcontractors shall abide by all applicable laws,
regulations and ordinances of the Country of Sweden and shall obtain from
competent authorities all necessary permits, licenses, and authorisations
required to complete the Contractor's Scope of Supply. The Contractor and its
Subcontractors shall establish such standards and procedures on the Premises as
are necessary to comply with regulations governing employment with special
reference to safety regulations issued from time to time by any competent
authority in Sri Lanka or by The Purchaser. If it comes to the knowledge of The
Purchaser that any such regulations are not being observed, it shall immediately
inform the Contractor and, in such event, The Purchaser shall be entitled to
refuse admission to the Premises of any person who is responsible for such
contravention. Before commencing installation, the Contractor shall give The
Purchaser a full description of those risks or dangerous procedures which may
be, respectively, encountered or utilised in the course of installation.

If and to the extent requested to do so, The Purchaser will assist the
Contractor in obtaining the required information of any such laws, regulations
and ordinances, including safety regulations, as are referred to in this Clause
23. It is recognised by the parties that the presence on the Premises of any of
the Contractor's or its subcontractor's personnel might require the approval of
The Purchaser or any other authority and that such personnel might also be
required to undertake an obligation to observe secrecy with respect to
information received or obtained when present on the Premises and to sign
documents to such an effect.

The Purchaser shall not be responsible for any acts, default or unsatisfactory
performance, neglect or omissions of the Contractor that violate the laws,
statutes, orders, rules, decrees, or regulations of any jurisdiction in which
the Contractor's Scope of Supply obligations are carried out.

In any event, if any third party should nevertheless make a direct claim against
The Purchaser because of such act, default, unsatisfactory performance or
omission of Contractor, The Purchaser shall notify the Contractor as soon as
possible, and the Contractor shall be entitled to undertake and manage any legal
proceedings involving the Contractor. The Contractor shall upon the request of
The Purchaser assist The Purchaser in defending themselves against such claim
and indemnify and hold The Purchaser harmless against any and all costs,
charges, expenses, compensations and other payments made by The Purchaser in
respect of such third party claim.

The Contractor shall be deemed to have satisfied itself that it has obtained all
necessary information with respect to the Contractor's Scope of Supply and the
Contract including but not limited to the matters such as: (i) fees, pilotage
and any dues payable to port authorities, (ii) conditions affecting labour
including Contractor's Scope of Supply permits, and (iii) rules and regulations
of governments and/or port authorities.

The Contractor shall be deemed to have fully examined and independently verified
all documents and drawings, specifications, schedules, terms and conditions of
the Order, regulations and other information in relation to the Contract and to
have fully understood and satisfied himself as to all information which is
relevant as to the risks whether political or otherwise, contingencies, costs,
and other circumstances which could affect the Contract. The Purchaser, its
servants, and agents shall have no liability in law or equity or in Contract or
in tort or pertinent to any other cause of action with respect to any such
information, risks, contingencies or other circumstances.

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                                      82

     Clause 24 - Assignment and Sub-contracted Contractor's Scope of Supply
     ----------------------------------------------------------------------

The Purchaser may assign this Contract or any of its rights or obligations
hereunder to any corporation being the successor of The Purchaser.

24.1 The Contractor may also, without prior written consent of The Purchaser,
     assign a contract, sub-contract, or any significant part of the
     Contractor's Scope of Supply/. In any event, the Contractor shall not be
     relieved from responsibility under this Contract for such parts of the
     Contractor's Scope of Supply that are sub-contracted, and the Contractor
     shall be responsible and liable for the acts, defaults or unsatisfactory
     performance of any Subcontractor or its employees, servants and agents, as
     fully as if they were the acts or defaults of the Contractor or of the
     Contractor's employees, servants and agents.

24.2 The Contractor shall ensure that any sub-contracts entered into by the
     Contractor shall contain such provisions of this Contract as should be made
     applicable to such sub-contracts.

24.3 Any assignment, mortgage, charge, encumbrance or sub-contract in
     contravention of this Clause shall, as against The Purchaser, be void and
     of no effect.

24.4 The Contractor shall protect, defend, indemnify and keep indemnified The
     Purchaser against all claims, demands, actions, suits, proceedings, writs,
     judgements, orders, decrees, damages, losses and expenses suffered or
     incurred by The Purchaser arising out of or related to any assignment,
     mortgage, charge, encumbrance or sub-contract, whether permitted or not.

24.5 The assignment of any part of the Contractor's Scope of Supply to any
     Subcontractors will be performed according to the Contract and will not
     affect the Contractor's Scope of Supply.

24.6 The Parties agree that no contractual relationship is created between The
     Purchaser and any of the Contractors Subcontractors, suppliers or agents.
     The Contractor shall indemnify The Purchaser for any expenses or damages
     caused to The Purchaser as a result of any claim or demand against The
     Purchaser by any Subcontractor, supplier or agent.

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                            CLAUSE 25 - Termination
                            -----------------------

This Contract, or any individual order under this Contract, may be terminated at
any time by written notice from The Purchaser. Such notice shall specify the
effective date of termination and the actions to be taken by the Contractor in
connection with the termination. If such termination is not due to the
Contractor's failure to fulfil his obligations, which would entitle The
Purchaser to cancel the Contract, or any part of it, The Purchaser shall pay a
proportional price for all work in progress, equipment on order for the
Purchaser, equipment that has been manufactured for the Purchaser and resides in
finished goods, work performed, for material, administration, and profit on the
amount of work performed under the Contract, and refund any other direct cost
incurred due the termination, deducting amounts previously paid. The title to
the work performed under this Contract prior to the termination shall vest in
The Purchaser upon payment of the proportional price.

The compensation to be paid to the Contractor under this Clause shall be tried
to be determined by negotiations, however, the amount shall under no
circumstances exceed the Contract Price.

In case of termination, the Contractor shall make every effort to reduce the
costs incurred.

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                                      84

                             Clause 26 Cancellation
                             ----------------------

26.1 General
---- -------

     Without prejudice to any other rights or remedies The Purchaser may have,
     The Purchaser may cancel this Contract according to the following
     provisions. The Purchaser may also cancel an order under this Contract,
     without thereby cancelling any part of this Contract, according to the same
     provisions.


26.2 Cancellation Due to the Contractor
---- ----------------------------------

The Purchaser may cancel this Contract, in its entirety or with respect to any
portion thereof or an order under the Contract, with immediate effect by written
notice to that effect:

(v)       Insolvency etc.
          --------------

          if Contractor has become voluntarily or involuntarily declared
          bankrupt or otherwise is insolvent or has entered into liquidation or
          has enter into composition proceedings with its creditors or if the
          Contractor has taken any action in furtherance of any such proceedings
          or has disposed or contemplates to dispose of all or the major part of
          its assets;

(ii)      Material breach of Contract
          ---------------------------

          if the Contractor commits a material breach of any of its obligations
          under this Contract other than delay in the performance of its
          undertaking referred to in (iii) below and fails to cure such breach
          within thirty (30) days after having received The Purchaser's notice
          thereof;

(vi)      Delays
          ------

          if due to any circumstance for which the Contractor or any of its
          subcontractors or suppliers are responsible the Actual Date of
          Delivery is delayed for more than an aggregate period of ninety (90)
          days;

(vii)     Non-compliance with the requirements
          ------------------------------------

          if the Contractor's Scope of Supply in any important respect does not
          meet the requirements set out in this Contract and the Contractor has
          not cured the defect within the times specified in the Contract, or,
          if no specification is made, within a reasonable time, such reasonable
          time not to exceed thirty (30) days and fails to cure the defect
          within an additional reasonable period of time, not exceeding sixty
          (60) days unless otherwise agreed by The Purchaser, from receipt of
          The Purchaser's notice to that effect as has been fixed by The
          Purchaser in said notice.

26.3      Cancellation With Reference to Force Majeure etc.
          ------------------------------------------------

          The Purchaser may cancel this Contract with immediate effect by
          written notice if any Force Majeure Event according to Clause 17
          (whether preventing the Contractor or The Purchaser) causes the Actual
          Date of Delivery to be delayed or can reasonably be anticipated to be
          delayed for more than two hundred and twenty (150) days. The Purchaser
          shall exercise its right to cancel the Contract according to this
          Subclause 26.3 not later than sixty (60) days after having received
          the Contractor's notice of the of the Force Majeure Event in question.


26.4      Consequences of Cancellation According to 26.2
          ----------------------------------------------

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     In the event that The Purchaser cancels the Contract according to any of
     the provisions of Subclause 26.2 the Contractor shall immediately upon The
     Purchaser's demand refund to The Purchaser all amounts paid by The
     Purchaser under this Contract prior to the effective date of the
     cancellation plus interest on the said amounts from the respective dates of
     The Purchaser's payment up to the date of refundment (all dates inclusive)
     at the rate set out in Subclause 14.5. The Purchaser shall make available
     to the Contractor for restitution, dismantling and removal at the
     Contractor's own risk and expense what the Contractor may have delivered to
     The Purchaser under this Contract. This Contract shall cease to have any
     force or effect except that Contractor shall hold The Purchaser harmless in
     respect of all direct costs loss and damage suffered by The Purchaser on
     account of such a cancellation, including without limitation The
     Purchaser's total costs for completing all the Contractor's undertakings,
     whether performed by The Purchaser itself or other contractors engaged by
     The Purchaser for the purpose, to the extent these costs plus any
     compensation to the Contractor as set forth below in this Subclause 26.4
     exceed the Total Contract Price according to this Contract. The Purchaser
     shall make all reasonable efforts to mitigate such loss, damage and costs.


     In the event that The Purchaser decides to complete the WLL System or parts
     thereof either itself or by engaging other contractors, The Purchaser shall
     have the right to acquire - against compensation and on terms and
     conditions with respect to warranties and other matters that are reasonable
     in the circumstances - such Equipment, Software, Documentation, services
     and other items within the Contractor's Scope of Supply as well as the
     Contractor's rights under subcontracts and supply agreements as can be used
     for the completion, operation and maintenance of the WLL System.

26.5 Consequences of Cancellation According to 26.3
     ----------------------------------------------

     In the event that The Purchaser cancels the Contract pursuant to Subclause
     26.3 the Contract shall cease to have any force or effect and the
     Contractor shall immediately upon The Purchaser's demand refund to The
     Purchaser all amounts paid by The Purchaser under this Contract. The
     Purchaser shall make available to the Contractor for restitution,
     dismantling and removal at the Contractor's own risk and expense what the
     Contractor has delivered to The Purchaser under this Contract prior to the
     effective date of the cancellation.


     In the event that The Purchaser decides to complete the WLL System or parts
     thereof either itself or by engaging other contractors, The Purchaser shall
     have the right to acquire against a compensation and on terms and
     conditions with respect to warranties and other matters that are reasonable
     in the circumstances - such Equipment, Software, documentation, services
     and other items within the Contractor's Scope of Supply as can be used for
     the completion, operation and maintenance of the WLL System.

     The Purchaser may require the Contractor to promptly remove at its own
     expense any and all of Equipment, or parts thereof, that may have been
     delivered to or installed and not acquired by The Purchaser.

26.6 Ownership to Equipment etc.
     ---------------------------

     The ownership to such Equipment, Software, materials, Documentation and
     work within the Contractor's Scope of Supply for which the Contractor is
     entitled to compensation according to Subclauses 26.4 or 26.5 shall
     immediately upon the

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     cancellation pass to or notwithstanding the cancellation rest with The
     Purchaser, as the case may be. The Purchaser shall be free to use the same
     without incurring any liability to the Contractor or any third party. It is
     agreed that The Purchaser may exercise its rights to cancel the Contract,
     or an order under the Contract notwithstanding whether Equipment, Software,
     documentation and work installed, delivered, and performed by the
     Contractor can be restituted in substantially the same condition as
     delivered by the Contractor. In the event of cancellation pursuant to
     Subclause 26.2, Equipment, Software and Documentation of which the value
     has decreased due to negligence on part of The Purchaser or anybody for
     which The Purchaser is responsible shall be acquired by The Purchaser
     according to provisions agreed upon by the parties.


26.7 Survival of Clauses
     -------------------

     The provisions of Subclause 11.1.3 and Clause 16, to the extent applicable,
     and of Clause 29, 30 and 31 shall survive the cancellation or termination
     of this Contract.

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          Clause 27 - Entire Agreement. Modifications of the Contract
          -----------------------------------------------------------

The parties state that with respect to the subject matter hereof this Contract
Document and the Annexes, thereto, which form an integral part of the Contract,
constitute the sole and exclusive understanding of the parties in respect of the
subject matter hereof and supersede all prior agreements, arrangements or
understandings relating to the subject matter, including any bid, tender,
quotation, offer or proposal, general sales conditions or terms or provisions
that the Contractor has submitted.

No change or modification of this Contract may be made except in writing and
executed by the respective duly authorised representatives of each of the
parties hereto.

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                                      88

                         Clause 28 - Order of Priority
                         -----------------------------

In the event of any discrepancy between any data, stipulation or provision given
in any of the Clauses of this main Contract Document, on the one hand, and data,
stipulation or provision given in any of the Annexes, on the other hand, the
data, stipulation or provision contained in a Clause of this Contract Document
shall prevail. In the event of any discrepancy between the Technical
Specifications and the Product Description the Technical Specification shall
prevail over the Product Description, except to such an extent as the Product
Description is more advantageous to The Purchaser, in which latter case the
Product Description shall prevail.

To the extent the Technical Specifications or the Product Description contains
something that is not dealt with in any provisions of the Clauses of this
Contract Document, the Technical Specifications and the Product Description, as
the case may be, shall prevail notwithstanding the foregoing.

To the extent the Technical Specifications or the Product Description contains
anything that is not dealt with in the other of them, the one containing the
data, stipulation, provision or whatever might be concerned shall prevail over
the other.

The Purchaser shall have the right to decide what document, data, stipulation or
provision that shall prevail if such a decision is notified to the Contractor
well in advance of the commencement of the manufacturing process in question.

In the event that the Contractor and The Purchaser have different opinions as to
the interpretation of the Specifications, the opinion of The Purchaser shall
always prevail, notwithstanding the foregoing, provided that The Purchaser's
opinion is not unreasonable. The Contractor shall as soon as possible inform The
Purchaser of any inconsistency, ambiguity or incompletion found in the
Specifications.

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                           Clause 29 - Applicable Law
                           --------------------------

This Contract shall be governed by and construed in accordance with the law of
Sweden.


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                           Clause 30 Confidentiality
                           -------------------------

Each party (as "Receiving party" hereunder) shall keep in confidence, with the
same degree of care as used for its own confidential information, any
information which is disclosed to it by the other party (as "Disclosing party"
hereunder) in writing or other tangible form and clearly marked or identified in
writing as "confidential" or by similar legend, for a period of three years from
the date of first disclosure to the receiving party hereunder of such
information, except that the foregoing obligations shall not apply or cease to
apply, to any information which:

(i)   is publicly known at the time of disclosure or becomes thereafter publicly
      available through no fault of the receiving party;

(ii)  was already known to the receiving party free from confidentiality
      restrictions, prior to receiving it from the disclosing party;

(iii) is disclosed to the receiving party by any third party without
      confidentiality restrictions;

(iv)  is independently developed by the receiving party;

(v)   is necessary to disclose to any lawful authorities for obtaining any type
      approval of the hardware/software goods covered hereunder;

(vi)  is inherently disclosed or is necessary to be disclosed by The Purchaser
      by or for the proper installation, operation, use, maintenance and/or
      repair of the goods procured hereunder or the provisions of services
      thereby.


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                            Clause 31 - Arbitration
                            -----------------------

31.1 The Contractor and The Purchaser shall endeavour to settle any difference
     of opinion which may arise during the execution of this Contract in an
     amicable manner.

31.2 Any difference of opinion concerning any matters under this Contract shall
     bereferred for resolution by arbitration to an expert sitting as a single
     arbitrator to be agreed upon by the parties hereunder or failing such
     Contract to a single arbitrator to be named by the President of the [],
     upon the request of any party to this Contract. Arbitration proceedings
     shall take place in Stockholm Upon the request of any party the arbitration
     shall be in English.  The arbitrator from time to time acting hereunder
     shall have all the powers conferred on arbitrators by the [ ] Arbitration
     Law 1968 or any statutory modification thereof for the time being in force.
     Judgment upon any award rendered by the arbitrator may be entered in any
     court in Sweden having jurisdiction or application may be made to such
     court for a judicial acceptance of the award and an order of enforcement,
     as the case may be. The arbitrator shall not be bound by the rules of
     evidence and procedure, but shall be bound by the substantive law of the
     Sweden and shall be obliged to disclose the reason for his award.

31.3 The fact that a dispute is brought before a court or before a duly
     appointed expert does not release the Contractor from its obligations to
     fulfil its commitments as provided by this Contract.


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                              Clause 32 - Notices
                              -------------------

Any and all notices or information other than information or proposal of pure
technical nature shall be given by any party by prepaid mail or by fax or hand
delivery to the other party at the following address:

If to The Purchaser

Jan Campbell, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka

If to Contractor

Steve Mallinson, Cambridge House, Oxford Road, Uxbridge, UK.

Notices, information or proposals of pure a technical nature shall be forwarded
to the following address:

If to The Purchaser

Mahinda Ramasundera, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka

If to Contractor

Paul Senior, Cambridge House, Oxford Road, Uxbridge, UK.

The aforementioned addresses of either party may be changed at any time by
giving fifteen (15) days prior notice to the other party in accordance with the
foregoing. Either party may also by fifteen (15) days prior notice to the other
party give further specification as to which address notice, information or
proposals of various nature shall be forwarded.


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                            Clause 33 - Support Bond
                            ------------------------

In addition to the other clauses within this Contract, The Contractor agrees to
placing of a Support Bond.

The Guarantor for this bond shall be as follows:

Lloyd Bank Plc.
Guarantees, International Services Centre
P.O. Box 63
Two Brindley Place, Birmingham
B1 2AB
United Kingdom

The following wording will be used:

The Guarantor hereby issues an irrevocable Guarantee No. ______ in the following
terms:

The Beneficiary shall the Purchaser known as Suntel Private Ltd.

The Principal shall be the Contractor, known as Airspan Communication Limited.

Failure of the Contractor's performance obligations in respect of the supply of
equipment for Telecommunications Network Infractructure under Contract for
Purchase Order No. LP/0442/99 dated April 26, 1999 due to the end of its
activities, due to its winding up, appointment of receiver(s) or entering into a
company voluntary arrangement, or closure of the product line used within this
supply of the contract.

The Support Bond shall be posed within 1 month after The Contractor receives the
principal and interest payment from milestones through System Acceptance (Actual
Date of Delivery) and receipt by The Contractor of all and any other associated
payments for deliveries covered under the bridging phase.

The Support Bond shall have value equal to 60% of contract value in the first
year after the Actual date of Delivery (Phase 1), 50% of contract value in the
second year after the Actual date of Delivery (Phase 1), and 40% of contract
value in the third year after the Actual date of Delivery (Phase 1).


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                          Clause 34 - Contract Period
                          ---------------------------

This Contract comes into force when signed by both parties and shall remain in
force as long as any of the parties has any obligation under the Contract to
fulfil.

This Contract has been made in duplicate and each of the parties has taken one
copy.


Place: LONDON                                  Place: COLOMBO

Date:                                          Date:

Eric Stonestrom                                J. Campbell
Managing Director                              Managing Director
Airspan Communications Limited                 Suntel (Private) Ltd.

The Contractor                                 The Purchaser

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