<PAGE>

EXHIBIT 10.1
------------

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE PORTIONS OF THE
AGREEMENT INDICATED WITH AN ASTERISK (*). A COMPLETE COPY OF THIS AGREEMENT,
INCLUDING THE REDACTED TERMS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES &
EXCHANGE COMMISSION.


                      OBJECTIVE SYSTEMS INTEGRATORS, INC.
                       ENTERPRISE-WIDE LICENSE AGREEMENT

                            Contract No.: ELA - 321

THIS ENTERPRISE-WIDE LICENSE AGREEMENT ("Agreement") is entered into as of
December 20, 1999 ("Effective Date"), between OBJECTIVE SYSTEMS INTEGRATORS,
INC. ("OSI") and ADELPHIA COMMUNICATIONS CORPORATION ("Adelphia").

1.   DEFINITIONS
     -----------

     (a)  Application Component. OSI Software, other than NetExpert Framework
          ---------------------
          Software, licensed as a single off-the-shelf application component
          (such as FM Exel(TM)), including only those off-the-shelf Rulesets
          provided as part of the application component.

     (b)  Combined Software. Computer code, modules, programs, data files or
          -----------------
          rules, including related documentation, resulting from (1) some or all
          of the same being linked, combined or otherwise operated with OSI
          Software, or (2) Licensee's modification of OSI Software.

     (c)  Documentation. User manuals and similar documentation supplied with
          -------------
          OSI Software. Documentation does not include product and service
          descriptions, advertising or marketing materials.

     (d)  Information. Written, machine-reproducible and visual materials that
          -----------
          are described in this Agreement, or are clearly marked when disclosed,
          as being confidential, together with all written, visual and oral
          materials so identified in writing within 30 days after their
          disclosure.

     (e)  Installation Date. The business day after OSI Software is delivered to
          -----------------
          Licensee.

     (f)  Licensee. Adelphia and those of its Related Entities who affirmatively
          --------
          avail themselves of the benefits of this Agreement by executing and
          delivering either an acknowledgment in the form of Exhibit 2 or an
          Order in the form of Exhibit 2a. Adelphia will be jointly and
          severally liable for the obligations of any Related Entity under this
          Agreement.

     (g)  Licensee Software. Computer code, modules, programs, data files or
          -----------------
          rules, including related documentation, owned or licensed by a third
          party to Licensee and designed to be linked, combined or otherwise
          operated with OSI Software to augment or enhance it. Licensee Software
          excludes OSI Software.

     (h)  NetExpert Framework Software. The OSI Software listed in OSI's
          ----------------------------
          published and generally available Product List, as from time to time
          in effect, as part of the NetExpert(R) network management Framework.

     (i)  OSI Software. Computer code, modules, programs, data files and rules
          ------------
          that are listed as OSI Software in Exhibit 1, or that are provided to
          Licensee by OSI in connection with the Services. OSI Software will
          also include Documentation.

     (j)  Related Entity. A corporation or other legal entity that directly or
          --------------
          indirectly, through one or more intermediaries, controls, is
          controlled by, or is under common control with, Adelphia. For purposes
          of the foregoing, the terms "control," "controlled by" and "under
          common control with" will mean the possession,

                                                                          Page 1
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          directly or indirectly, of the power to direct or cause the direction
          of the management and policies of the entity, whether through
          ownership of voting securities, by contract or credit arrangement, as
          trustee or executor, or otherwise.

     (k)  Ruleset. A group of instructions which, when taken as a whole,
          -------
          constitute a decision-making matrix that directs the functions of
          NetExpert Framework Software for a specific network element,
          management operation or other application.

     (l)  Services. The update and support services described in Exhibit 3.
          --------

     (m)  Vendor. A third party that directly or indirectly provides software
          ------
          embedded in OSI Software.


2.   FEES, PAYMENT
     -------------

     (a)  Fee. Licensee will pay the fees set forth in Exhibit 1. Licensee will
          ---
          be invoiced for payment, and payment will be made, as set forth in
          Exhibit 1.

     (b)  Payments. Payment will be in immediately available funds, without
          --------
          withholding for Taxes or other amounts. Amounts not paid when due will
          accrue interest at the lesser of 1.5% per month or the highest rate
          permitted by applicable law, and Licensee will reimburse OSI for all
          fees, costs and expenses (including attorneys' fees and court costs)
          incurred to collect such amounts. Amounts billed by OSI become final
          unless disputed within 45 days after the date of OSI's invoice.

     (c)  Taxes, Charges. Fees are exclusive of, and Licensee will pay, all
          --------------
          sales, value-added, withholding or excise taxes, and other government
          fees and charges of any nature whatsoever other than taxes on the
          income of OSI ("Taxes"). If Licensee is required to make any tax or
          other withholding on or in relation to payments otherwise due under
          this Agreement, it will be in addition to the amounts otherwise due.
          Taxes paid or payable by OSI will be invoiced to and paid by Licensee.
          Fees are quoted inclusive of, and Licensor will pay, applicable
          freight and insurance charges. Licensee will not be required to pay
          any sum to OSI under this subsection unless OSI (1) has actually paid
          or intends in good faith to pay an equal sum to a governmental entity,
          and (2) in good faith believes that applicable law requires the
          payment.

     (d)  Audits. On reasonable notice, OSI may inspect Licensee's facilities
          ------
          (including computers) and records to verify Licensee's proper use of
          all OSI Software. Licensee will keep records regarding its use of the
          OSI Software in sufficient detail to permit that verification. Audits
          will be made, if at all, only in connection with (1) the termination
          or non-renewal of this Agreement, (2) the termination or non-renewal
          of any license under this Agreement, or (3) use by a Related Entity in
          connection with that Related Entity ceasing to be a Related Entity as
          defined in this Agreement.


3.   ORDERS, DELIVERY, TITLE, RISK OF LOSS
     -------------------------------------

     (a)  Orders. Licensee will use the Order form attached as Exhibit 2a to
          ------
          acquire any additional copies of OSI Software under this Agreement. If
          Licensee modifies this form or submits a different form, OSI may
          accept the Order but will not be bound to any additional or different
          terms. If Licensee is in then breach of this Agreement, OSI may delay
          shipment or cancel an outstanding Order, even if already accepted.
          Otherwise, all Orders will be filled and are included within the
          license fees set forth in Exhibit 1.

     (b)  Shipment. OSI will pack and ship OSI Software according to its
          --------
          standard practice, F.O.B. factory, with freight and insurance prepaid
          by OSI. Licensee will not acquire title to OSI Software. Risk of loss
          will pass to Licensee when OSI Software is placed on board a carrier
          at OSI's facility.


4.   TERM, TERMINATION
     -----------------

     (a)  Term. This Agreement will commence on the Effective Date, will remain
          ----
          in effect for 60 months ("Initial Term").

     (b)  First Option to Renew. Provided Licensee is not then in breach of this
          ---------------------
          Agreement, Licensee will have the option to extend the Initial Term
          for an additional, fixed 60 month period ("First Renewal Term"). The
          fees

                                                                          Page 2
<PAGE>

          that will apply during the First Renewal Term will be as set forth in
          Exhibit 1. Notice of Licensee's election so to extend must be given to
          OSI not less than three months before the end of the Initial Term.

     (c)  Second Option to Renew. Provided Licensee is not then in breach of
          ----------------------
          this Agreement, Licensee will have the option to extend the First
          Renewal Term, in one or more fixed increments of 12 months each, for
          up to a total of an additional 60-month period following the
          expiration of the First Renewal Term ("Second Renewal Term"). The fees
          that will apply during the Second Renewal Term will be as set forth in
          Exhibit 1. Notice of Licensee's election so to extend must be given to
          OSI not less than three months before the end of the First Renewal
          Term and/or not less than 60 days before the end of any 12-month
          renewal period, as applicable.

     (d)  Termination of Agreement. This Agreement may be terminated (1) by
          ------------------------
          either party on breach by the other party remaining uncured 60 days
          after notice specifying the breach with particularity, or (2) by
          notice if the other party becomes insolvent, bankrupt or makes an
          assignment for the benefit of creditors.

                                                                          Page 3
<PAGE>

     (e)  Effect of Non-Renewal. If Licensee elects not to renew this Agreement
          ---------------------
          under Sections 4(b) or 4(c), as applicable, then not less than 60 days
          before the expiration of this Agreement, the parties will meet to (1)
          determine the scope of Licensee's then-current use of the OSI
          Software, and (2) agree pricing that will apply to Licensee's
          continued use, if any, of the OSI Software. Absent agreement, pricing
          for continued use of the OSI Software, which will be on a month-to-
          month basis for not more than 12 months and will be set, at the
          prorated portion of the fees that would otherwise have been in effect
          during the period of the month-to-month extension had the Agreement
          not then expired. Licensee may elect not to receive Services for the
          OSI Software during this month-to-month extension period and, if
          Licensee so elects, the fees otherwise applicable to that period will
          be decreased to reflect the absence of Services.

     (f)  Termination of Licenses. The licenses granted in Section 5 will
          -----------------------
          terminate on the earliest of the following to occur: (1) termination
          of this Agreement by OSI under Section 4(d), (2) as to any Related
          Entity, (a) six months following the date the entity ceases being a
          Related Entity if the entity has independently entered into a direct
          contract with OSI obligating it to observe all of the terms and
          conditions of this Agreement and limiting its use of the OSI Software
          to those uses in effect immediately prior to the date it ceased to be
          a Related Entity, or (b) on the date the entity ceases being a Related
          Entity if it has not entered into such a direct contractual
          relationship with OSI, (3) a violation by Licensee of Sections 5(i) or
          5(k), or (4) notice from Licensee. On termination of a license,
          Licensee will immediately destroy or return to OSI all copies of the
          OSI Software covered by that license that are then in its possession
          or under its control. Except as may be negotiated between the parties
          pursuant to Section 4(e), Licensee will have no continuing rights to
          the OSI Software, whether alone or as part of Combined Software.

     (g)  Survival. On expiration or termination of this Agreement, the
          --------
          obligations of Licensee to pay amounts owed to OSI and to discharge
          any liability incurred before expiration or termination will survive,
          together with the provisions of Sections 2, 4, 5, and 7 - 11.


5.   LICENSES
     --------

     (a)  General. This Section sets forth the rights granted to Licensee for
          -------
          the OSI Software. Except for Rulesets that are provided in NetExpert's
          4GL programming language, Licensee will receive only an object code
          license for OSI Software.

     (b)  License Grant. OSI grants Licensee and Licensee accepts a personal,
          -------------
          non-transferable, non-exclusive license, without the right to
          sublicense, to load, install, execute, display and store OSI Software,
          solely for Licensee's internal use, and to use the Manuals for that
          purpose. Licensee may also (1) modify rules and data files included in
          OSI Software, and (2) modify OSI Software, link, combine or otherwise
          operate OSI Software with Licensee Software and use the resulting
          Combined Software solely for Licensee's internal use. No other rights
          are granted to Licensee.

     (c)  Term, Limitations. The license granted in Section 5(b) will continue
          -----------------
          until terminated under Section 4(d). Licensee will not, nor will it
          permit others to, use OSI Software to develop code, objects, modules
          or programs that modify or substitute for code, objects, modules or
          programs in the OSI Software. OSI and its Vendors retain title to and
          all legally protected rights in all OSI Software, subject only to the
          licenses granted under this Agreement. OSI Software may contain
          authorization codes and/or lockout software to restrict its operation
          to properly licensed uses.

     (d)  Intellectual Property. OSI Software is copyrighted. Licensee will not
          ---------------------
          copy, alter, adapt, modify or make derivative works of OSI Software
          except as expressly permitted by this Section. Licensee may make a
          reasonable number of backup and archival copies of OSI Software,
          provided that all copyright, patent, trademark and other proprietary
          notices on and in the OSI Software is simultaneously copied. Licensee
          may make a reasonable number of copies of Documentation for its
          internal use only. Licensee will not alter or remove any copyright,
          patent, trademark or other proprietary notice from the OSI Software or
          Documentation. OSI Software may contain processes and techniques that
          are protected by patents. No license to use these processes and
          techniques apart from the OSI Software is granted.

     (e)  Trademarks and Tradenames. Licensee will not acquire any right to the
          -------------------------
          trademarks or tradenames of OSI and its Vendors. Licensee will not
          use, apply to register or register a trademark or tradename that is
          the same

                                                                          Page 4
<PAGE>

          as or confusingly similar to any used by OSI or a Vendor. OSI will not
          use, apply to register or register a trademark or tradename that is
          the same as or confusingly similar to any used by Licensee.

     (f)  Temporary or Replacement Use. Temporarily or permanent transfers of
          ----------------------------
          OSI Software to another computer may be made, without charge. In
          either case, Licensee will need to provide notice to OSI and obtain
          the requisite authorization codes before the transfer is made.

     (g)  Reverse Engineering. Licensee will not, and waives to the fullest
          -------------------
          extent permitted by law any right to, reverse engineer, decompile,
          disassemble or otherwise attempt to derive the source code for or
          operation of OSI Software, or to decode, de-encrypt or engineer around
          any authorization codes, lockout software or other security measures
          contained in the OSI Software.

     (h)  Use of Products to Provide Third Party Services. Except as otherwise
          -----------------------------------------------
          expressly permitted by the terms of this Agreement, Licensee will not
          use OSI Software to provide network management or operations support
          services to a third party other than to a Related Entity, whether on
          its own network, through its own network elements, on the network of a
          third party, through the network elements of a third party, or
          otherwise.

     (i)  Transfers. Licensee will not rent, license, sell or otherwise transfer
          ---------
          any portion of the OSI Software. Any purported transfer will be void,
          will be a breach of this Agreement and will cause the licenses granted
          in this Agreement to automatically terminate.

     (j)  Reservation of Rights. Except as set forth in this Agreement, OSI
          ---------------------
          reserves to itself and Vendors all rights to engage in activities
          which, absent a grant of rights, would give rise to liability for
          infringement of intellectual or intangible property rights.

     (k)  *


6.   OTHER MATTERS
     -------------

     (a)  Installation and Acceptance. OSI will not be responsible for
          ---------------------------
          installation, post-installation testing, management or control of the
          OSI Software. OSI Software will be accepted if it performs
          substantially as described in its Documentation as in effect at the
          time(s) of delivery.

     (b)  Documentation. Adelphia will be provided with 20 hard copies of OSI's
          -------------
          standard Documentation for all Licensed Software, together with one
          electronic version to the extent available. These copies will be
          provided within 30 days after the execution and delivery of this
          Agreement. Updates to Documentation will be provided, as above, if and
          when they are generally made available.

     (c)  Services. Exhibits 1 and 3 contain the terms under which OSI will
          --------
          provide Services to Licensee.

     (d)  *

     (e)  Escrow. OSI is a party to an escrow agreement ("Escrow Agreement") in
          ------
          the form attached as Exhibit 5. Within 30 days after this Agreement
          has been executed and delivered, OSI will register Licensee as a
          beneficiary of the Escrow Agreement, provide Licensee with a copy of
          the Escrow Agreement and provide Licensee verification that it is so
          registered. Licensee will bear all costs for being added as a
          beneficiary to the Escrow Agreement. OSI will have the right to change
          to a successor escrow agent with the consent of Licensee, which will
          not be unreasonably withheld. Throughout the Term, OSI will update its
          Deposit Account under the Escrow Agreement on the earlier of once per
          calendar quarter or, in respect of any particular item of OSI
          Software, on OSI's issuance of a point release for that item if the
          release occurs between OSI's normal quarterly updates, as applicable.

     (f)  Standards Compliance. During the Term, OSI will remain compliant with
          --------------------
          all industry standards that it reasonably believes should be
          applicable to the OSI Software. Examples of standards to which OSI
          currently complies are SNMPv3, CMIP, CORBA, TNM, NMF, ESQL, UML and
          EJB.

     (g)  *

     (h)  Customer Advisory Board. For so long as this Agreement remains in
          -----------------------
          effect, Adelphia will have the option of becoming a member of OSI's
          Customer Advisory Board ("CAB"). Attached as Exhibit 6 is a copy of
          OSI's standard terms applicable to CAB membership, and Adelphia agrees
          to be bound by those terms in

                                                                          Page 5
<PAGE>

          connection with that membership.

     (i)  *

     (j)  *


7.   OWNERSHIP, PROPRIETARY RIGHTS
     -----------------------------

     (a)  Ownership. All right, title and interest to copyrights, trade secrets,
          ---------
          patents and other intellectual property rights (1) in the OSI Software
          will remain the exclusive property of OSI and its Vendors, as
          applicable, and (2) in Licensee Software will remain the exclusive
          property of Licensee. For Combined Software, the parties will each
          retain full and exclusive rights to those portions of their respective
          software that are incorporated into the Combined Software. Combined
          Software will not be a joint work, and on termination of the License
          to OSI Software included in Combined Software, Licensee's right to use
          that OSI Software will terminate, even as part of Combined Software,
          and OSI's right to use Licensee Software will terminate, even as a
          part of Combined Software.

     (b)  Proprietary Rights. All aspects of OSI Software, including programs,
          ------------------
          methods of processing, program design and structure, the interaction
          and unique programming techniques they employ, and their screen
          formats, are Information and will (1) remain the exclusive property of
          OSI or its Vendors, (2) not be used except as permitted by this
          Agreement, and (3) not be disclosed or otherwise communicated by
          Licensee, directly or indirectly, to anyone except as permitted by
          this Agreement.


8.   WARRANTIES
     ----------

     (a)  Limited Warranty. OSI warrants that:
          ----------------

          (1)  Except as set forth in Exhibit 3, each NetExpert Framework
               Software will operate substantially as described in its
               Documentation for one year after, and all other OSI Software will
               operate substantially as described in the Documentation
               accompanying the OSI Software, for 90 days after, a physical copy
               of the OSI Software is first delivered to Licensee.

          (2)  All OSI Software will function, in its normal operation, as
               follows: (1) values for current dates before, during and after
               the Year 2000 will not cause interruptions in normal operation,
               except that because of UNIX limitations, current dates greater
               than or equal to 2038 cannot be supported on 32 bit machines, or
               64 bit machines using 32 bit dates, (2) manipulations of date-
               related data will produce desired results before, during and
               after the year 2000 and management of stored dates greater than
               or equal to 2038 will not cause problems on 32 bit machines, (3)
               date elements in interfaces and data storage will permit
               specification of century to eliminate date ambiguity, (4) for any
               date element represented without century, two digit years greater
               than or equal to 69 will convert to 19xx and two digit years less
               than 69 will convert to 20xx, and (5) leap years will be properly
               processed and recognized. No warranty is provided for any date
               related problems caused by Vendor Software, or by any other
               software or any hardware connected to OSI Software.

          (3)  OSI Software does not and will not contain any "Self-Help Code"
               or any "Unauthorized Code." As used in this Agreement, "Self-Help
               Code" includes any backdoor, time bomb, drop dead device or other
               software routine designed to disable a computer program
               automatically with the passage of time or under positive control
               of a person other than Licensee, but does not include any (a)
               authorization keys or other code designed to limit use of the OSI
               Software to specific purposes or on specific equipment, or (b)
               software routines designed to permit OSI (or any other person
               acting on authority of OSI) to obtain access to Licensee's
               computer systems (e.g., remote access via modem) for purposes of
               authorized maintenance or technical support. "Unauthorized Code"
               means any virus, Trojan Horse, worm or other software routines
               designed to permit unauthorized access or to disable, erase or
               otherwise harm software, hardware or data. The term "Unauthorized
               Code" does not include Self-Help Code.

     (b)  Modifications and Vendor Software. OSI makes no warranty as to any
          ---------------------------------
          portion of OSI Software that is modified, altered or combined with any
          other software, such as Rulesets, and as to any of the related

                                                                          Page 6
<PAGE>

          Documentation provisions, unless the modifications, alterations or
          combinations have been performed by or with the prior, written
          approval of OSI.

     (c)  Pre-Release OSI Software. Licensee may request copies of Pre-Release
          ------------------------
          OSI Software (such as "alpha" or "beta" versions of new or existing
          OSI Software) as an accommodation for Licensee's evaluation, comment
          and familiarization. Pre-Release OSI Software is provided without
          warranty of any nature but the provisions of Section 10 will apply.
          Pre-Release OSI Software may contain bugs and inoperable features that
          may not be corrected. OSI may change Pre-Release OSI Software
          significantly before commercial release, or even not produce a
          commercial product based on Pre-Release OSI Software.

     (d)  Warranty Limitations. EXCEPT AS OTHERWISE SET FORTH IN EXHIBIT 3, THIS
          --------------------
          SECTION STATES THE EXCLUSIVE WARRANTIES FOR OSI SOFTWARE. EXCEPT FOR
          THOSE WARRANTIES, OSI SOFTWARE IS PROVIDED "AS-IS." NO OTHER WARRANTY,
          ORAL OR WRITTEN, IS EXPRESSED OR IMPLIED. OSI does not warrant that
          the OSI SOFTWARE will (1) meet Licensee's requirements, (2) perform in
          ANY operating environment OTHER THAN THE ONE SET FORTH IN ITS
          DOCUMENTATION, OR (3) be uninterrupted or error free in ITS operation.
          OSI does not warrant that any defect or malfunction CAN OR WILL BE
          corrected. IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
          PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. The limited warranties
          in this Section will not apply to, and OSI will have no warranty
          obligation with respect to, any defect or malfunction (1) that results
          from improper modification or use by Licensee, from hardware,
          software, interfacing or supplies other than those provided by OSI in
          the form provided by OSI, or from any cause other than ordinary use,
          or (2) where the nonconformity cannot be reproduced, where OSI is not
          provided with a the parameters, procedures or conditions which
          generate the problem in sufficient detail to permit it to isolate the
          code which causes the problem, or where OSI is not provided with all
          data files, rules, Licensee Software and system access necessary to
          reproduce and analyze the problem.


9.   LIMITATIONS, REMEDIES
     ---------------------

     (a)  Exclusive Remedies. Licensee's sole remedy for a breach of the limited
          ------------------
          warranty in Section 8(a) will be for OSI to use its commercially
          reasonable efforts to restore the OSI Software to substantially
          conforming condition under the terms of Exhibit 3 or, if OSI is unable
          after such efforts to restore the OSI Software, then for Licensee to
          obtain a refund equal to the depreciated value of the non conforming
          OSI Software (based on a 48 month life beginning on its date of
          delivery) on its return to OSI.

     (b)  Aggregate Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY
          -------------------
          FOR DAMAGES IN EXCESS OF THE TOTAL AMOUNTS TO BE PAID TO OSI UNDER
          THIS AGREEMENT. THIS LIMITATION WILL (1) APPLY REGARDLESS OF THE FORM
          OF ACTION, WHETHER CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT
          LIABILITY, AND (2) NOT APPLY TO INDEMNITY UNDER SECTION 10, TO A
          BREACH OF SECTIONS 5,7, 10 OR 11(A), OR TO LIABILITY FOR REAL PROPERTY
          DAMAGE, DEATH OR BODILY INJURY CAUSED BY THE GROSS NEGLIGENCE OR
          WILLFUL MISCONDUCT OF OSI OR ITS VENDORS.

     (c)  Damages. NEITHER PARTY WILL BE LIABLE, REGARDLESS OF THE FORM OF
          -------
          ACTION, FOR LOST DATA, REVENUES, PROFITS OR SAVINGS, OR FOR INDIRECT,
          CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF THE
          PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES. THIS
          LIMITATION WILL NOT APPLY TO A BREACH OF SECTION 11(a).


10.  INFRINGEMENT INDEMNITY
     ----------------------

     (a)  Indemnification by OSI.
          ----------------------

          (1)  So long as Licensee complies with the terms of Sections 5 and 7
               of this Agreement, OSI will defend Licensee against any claims,
               and indemnify and hold Licensee harmless against any judgments,
               directly

                                                                          Page 7
<PAGE>

               or indirectly resulting from a claimed infringement or violation
               of any copyright, patent, trademark, trade secret or other
               intellectual property right with respect to OSI Software. OSI
               will have no liability for any such claims or judgments based
               solely on (a) the actions of Licensee, its employees or agents,
               (b) use of a version, modification or adaptation of OSI Software,
               if the infringement would have been avoided by the use of a then-
               current unaltered release of OSI Software, (c) use of Combined
               Software, if OSI Software operated independent of the Combined
               Software is not the cause of the infringement, or (d) use of OSI
               Software in combination with any computer software, hardware or
               data not delivered in that combination by OSI or expressly
               approved, in writing to Licensee, for use in that combination by
               OSI.

          (2)  On receiving notice of a claimed infringement, OSI may (a) settle
               on terms that permit continued use of OSI Software, (b)
               discontinue distribution of the OSI Software that is the cause of
               the claim and provide a reasonable substitute for OSI Software
               without any decrease in functionality, (c) modify OSI Software to
               be non-infringing, or (d) if the foregoing remedies are not
               reasonably available, grant Licensee a credit for the depreciated
               value of the relevant portion of OSI Software (based on a 48
               month life beginning on the date of its delivery) and accept its
               return.

          (3)  THIS SECTION PROVIDES LICENSEE'S SOLE REMEDY FOR INFRINGEMENT OF
               PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

     (b)  Indemnification by Licensee. Licensee will defend OSI and its Vendors
          ---------------------------
          against any claims, and indemnify and hold OSI and its Vendors
          harmless against any judgments, directly or indirectly resulting from
          any claimed infringement or violation of any copyright, patent or
          other intellectual property right with respect to the OSI Software to
          the extent that Licensee Software or any of the acts described in
          Section 10(a)(1)(a) - (d) is the cause of the claimed infringement or
          violation.

     (c)  Cooperation. Notwithstanding the above, an indemnifying party is under
          -----------
          no obligation to defend or indemnify another party unless: (1) the
          indemnifying party has been promptly notified of the claim or suit and
          furnished with a copy of each pleading, communication, notice and
          other action relating to the claim or suit; (2) the indemnified party
          permits the indemnifying party, at the indemnifying party's expense,
          to assume sole authority to conduct the trial or settlement of the
          claim or suit and any negotiations related to it; and (3) the
          indemnified party promptly provides all information and assistance
          reasonably requested by the indemnifying party in connection with the
          claim or suit.


11.  GENERAL
     -------

     (a)  Confidential Information. In the course of their dealings, each party
          ------------------------
          will acquire Information about the other, including Information
          regarding business activities and operations, technical information
          and trade secrets of the party and its partners. Each party will hold
          in confidence any Information that it receives from the other party,
          not use that Information for purposes other than performance of this
          Agreement and not disclose the Information except to those employees
          and advisors who (1) have a need to know the same, and (2) are bound
          by law or have agreed in writing to maintain the Information in
          confidence. Information includes all nonpublic aspects of the OSI
          Software, including programs, methods of processing, program design
          and structure, the interaction and unique programming techniques
          employed, and performance data and test results. The term
          "Information" also includes the nonpublic plans of OSI and Vendors for
          new products and services, product improvements and marketing
          strategies. If a party discovers Information has been improperly used,
          disseminated or published, it will immediately notify the other party
          and take all reasonable actions to minimize the impact of the
          disclosure.

     (b)  Excluded Information. Even if marked as confidential, the obligations
          --------------------
          in Section 11(a) will not apply to Information generally available to
          or known to the public, known by the receiving party without
          obligation of confidentiality before the negotiations leading to this
          Agreement, independently developed by the receiving party outside the
          scope of this Agreement, lawfully disclosed to the receiving party
          without restriction by a third party having the right to make the
          disclosure or required to be publicly disclosed to a tribunal. In the
          case of required disclosures to tribunals, the receiving party will
          promptly notify the other party of the proceeding and fully assist the
          disclosing party to obtain protective orders maintaining the
          confidentiality of the Information.

                                                                          Page 8
<PAGE>

     (c)  Compliance with Export and Other Laws. OSI Software and all related
          -------------------------------------
          rights, technical data and information are subject to export controls
          imposed by the U.S. Government. Licensee will not transmit any OSI
          Software or information relating to OSI Software outside of the United
          States or to any person or entity prohibited by the U.S. Government,
          whether by name, by citizenship, residency or otherwise, and will
          comply with all applicable export control restrictions. Each party, at
          its expense, will comply with all applicable laws, regulations, codes
          and ordinances. Neither party will be bound by any provision of this
          Agreement to the extent, but only to the extent, that it violates
          applicable law.

     (d)  Notices. Notices, consents, approvals and communications given under
          -------
          this Agreement will be (1) in writing, (2) in the English language,
          (3) sent by registered or certified mail, return receipt requested,
          postage prepaid, or by a courier service that obtains signed
          acknowledgement of receipt, to the address indicated below the
          signature block of this Agreement or to such other address as the
          affected party designates by prior notice, and (4) effective on the
          date received unless a later date is otherwise indicated in the
          notice, consent or communication.

     (e)  Assignment. This Agreement is not assignable, including by operation
          ----------
          of law, by either party, either in whole or in part, without the prior
          consent of the other party, which consent will not be unreasonably
          withheld; provided, however, that OSI may assign this Agreement
          without such consent in connection with any merger, acquisition or
          other combination with or by OSI, or in connection with the sale of
          all or substantially all of OSI's assets, whether directly or
          indirectly, provided the surviving entity or the acquiror of those
          assets, as applicable, agrees in writing to be bound by all of the
          terms and conditions of this Agreement. This Agreement will be binding
          on and inure to the benefit of the parties and their respective
          successors and permitted assigns.

     (f)  Governing Law. This Agreement will be governed by and construed in
          accordance with the internal substantive laws of the State of
          California, excluding its choice of law principles. The United Nations
          Convention on Contracts for the International Sale of Goods will not
          apply.

     (g)  Arbitration. Any dispute, controversy or claim arising out of or
          -----------
          relating to this Agreement will be finally resolved by binding
          arbitration under the Rules of Arbitration of the American Arbitration
          Association in effect at the time of the arbitration ("AAA Rules").

          (1)  The venue of the arbitration will be Dallas, Texas. All
               proceedings will be conducted in English and English translations
               of all foreign language documents filed, submitted or exchanged
               during the proceedings will be supplied concurrently by the
               producing party. On reasonable notice to the other party and the
               arbitration panel, parties will be entitled to use expert and
               rebuttal witnesses.

          (2)  Each party will pay its own fees and expenses incurred in
               connection with the arbitration. Common expenses of the
               arbitration (such as the fees and expenses of the arbitrator)
               will be borne by the parties in such amounts or proportions as
               the arbitrator may determine.

          (3)  The award of the arbitrator will be (a) in writing (including
               reasons), and (b) final and binding on the parties. Judgment upon
               the award may be entered and enforced by any court of competent
               jurisdiction.

          (4)  In no event will the arbitrator award damages that are not
               permitted under the express terms of this Agreement.

          (5)  Without prejudice to the AAA Rules, either party may apply to any
               court of competent jurisdiction for such interim relief as it
               considers appropriate, without the need to post bond or other
               security, or if required, then the minimum bond or other security
               permitted.

     (h)  Equitable Relief. Any breach of a party's obligations with respect to
          ----------------
          intellectual property rights will cause irreparable injury for which
          there are no adequate remedies at law. The aggrieved party will be
          entitled to equitable relief in addition to all other remedies that
          may be available, without the posting of bond or other security, or if
          required, then the minimum bond or security so required.

     (i)  Force Majeure. Neither party will be liable or held in default for a
          -------------
          failure or delay in performing its obligations under this Agreement,
          other than to make payment for amounts owing or to comply with
          Sections 5 and 7, due to any cause beyond its reasonable control, so
          long as the party takes all reasonable steps to avoid and minimize the
          impact of such cause. A party suffering an event of force majeure will
          notify the other party

                                                                          Page 9
<PAGE>

          as promptly as is reasonably possible regarding the nature of the
          event and its estimate of when the event will no longer apply.

     (j)  Entire Agreement. This Agreement and the Enterprise Professional
          ----------------
          Services Agreement of even date between the parties, including their
          respective Exhibits, constitutes the entire agreement between the
          parties regarding its subject matter and supersedes all prior
          communications, both oral and written, between the parties. Except as
          set forth in Section 11(k), this Agreement may not be modified, and no
          rights will be waived, except by an instrument in writing signed by a
          duly authorized representative of both parties. If the terms of this
          Agreement conflict with the terms of any of its Exhibits, the Exhibits
          will prevail. As used in this Agreement, the term "including" means by
          way of example and not limitation.

     (k)  Modifications to Exhibits. OSI may change Exhibits 3, 4 and 6 to this
          -------------------------
          Agreement by notice to Licensee at least 30 days in advance of the
          change. Any change to an Exhibit will reflect the same terms as OSI
          may from time to time generally make available to its customer base.

     (l)  Waivers. No waiver by a party of a breach of this Agreement will
          -------
          constitute a waiver of any other breach of the same or any other
          provision of this Agreement.

     (m)  Execution. This Agreement may be executed in multiple counterparts,
          ---------
          each of which will be deemed an original and all of which will
          constitute together one agreement. A counterpart delivered to a party
          by facsimile or similar electronic means will be deemed an original,
          equivalent in all respects to a manually executed counterpart.

     (n)  Intentional Risk Allocation. The provisions of this Agreement reflect
          ---------------------------
          an informed, voluntary allocation between the parties of the risks
          (known and unknown) that may exist in connection with this Agreement.
          This voluntary allocation was a material part of the bargain between
          the parties and the economic and other terms were negotiated and
          agreed to by the parties in reliance on that allocation.

     (o)  Independent Contractors. The parties are independent contractors.
          -----------------------
          Under no circumstances will the employees of one party be deemed the
          employees of the other for any purpose. This Agreement does not grant
          authority for either party to act for the other in an agency or other
          capacity, or to make commitments of any kind for the account of or on
          the behalf of the other.

     (p)  Severability. If any provision of this Agreement is determined to be
          ------------
          invalid or unenforceable, it will be deemed to be modified to the
          minimum extent necessary to be valid and enforceable. If it cannot be
          so modified, it will be deleted and the deletion will not affect the
          validity or enforceability of any other provision unless, as a result,
          the rights of either party are materially diminished or the
          obligations and burdens of either party are materially increased so as
          to be unjust or inequitable.

     (q)  Cumulative Remedies. Except as otherwise provided, the rights and
          -------------------
          remedies in this Agreement are cumulative and in addition to any other
          remedies available at law or equity.


IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized representatives.


OBJECTIVE SYSTEMS INTEGRATORS, INC.          ADELPHIA COMMUNICATIONS CORPORATION


By: /s/ Philip N. Cardman                    By:        /S/ James P. Rigas
    ------------------------------              --------------------------------
Title:  Vice President                       Title:      Vice President
      ----------------------------                 -----------------------------
Date:  12/29/99                              Date:         12/29/99
     -----------------------------                ------------------------------


Address for Notices:

                                                                         Page 10
<PAGE>

Objective Systems Integrators, Inc.        Adelphia Communications Corporation.
101 Park Way                               Main at Water Street
Folsom, CA  95630                          Coudersport, PA  16915
Attn:  Contracts Administration            Attn:  President
Business Telephone:  (916) 353-2400        Facsimile for Notices: (814) 274-7098
Facsimile for Notices: (916) 353-0647
                                           With a copy to:

                                           Adelphia Business Solutions, Inc.
                                           Main at Water Street
                                           Coudersport, PA  16915
                                           Attn:  General Counsel
                                           Facsimile for Notices: (814) 274-7782

                                                                         Page 11
<PAGE>

                                   Exhibit 1
                                   ---------


     *

                                                                         Page 12
<PAGE>

                                   Exhibit 2
                                   ---------

                                ACKNOWLEDGEMENT


THIS ACKNOWLEDGEMENT is made by the undersigned ("Licensee") under the
Enterprise-Wide License Agreement, (ELA-321), dated as of December 20, 1999
("Agreement"), between Adelphia Communications Corporation and Objective Systems
Integrators, Inc. ("OSI"). By execution below, Licensee agrees to be bound by
the terms and conditions of the Agreement as though a signatory thereto.


IN WITNESS WHEREOF, Licensee and the OSI have caused this Acknowledgement to be
executed by their duly authorized representatives as of the later of the dates
indicated below.



__________________________________           OBJECTIVE SYSTEMS INTEGRATORS, INC.
LICENSEE


By: ___________________________________      By: ____________________________


Title: ________________________________      Title: __________________________


Date: _________________________________      Date: ___________________________


                                                                         Page 13
<PAGE>

                                  Exhibit 2a
                                  ----------

                                SOFTWARE ORDER


THIS SOFTWARE ORDER is made by the undersigned ("Licensee") under the
Enterprise-Wide License Agreement (ELA-321), dated as of December 20, 1999
("Agreement"), between Adelphia Communications Corporation and Objective Systems
Integrators, Inc. ("OSI"). On acceptance of this Order by OSI, Licensee agrees
to be bound by all of the terms and conditions of the Agreement as though a
signatory thereto and the software described below will be OSI Software for
purposes of the Agreement.

 .    Description of Additional Copies of OSI Software*

     Product                                          Authorized
     Item #         Quantity       Description         Computers
     ------         -------        -----------         ---------








*    In lieu of completing the description and listing prices in this Order,
     Licensee may incorporate this information by attaching its form of purchase
     order.


 .    Attachment of Licensee's Purchase Order

     If Licensee incorporates information required in Section A by attaching its
     purchase order, Licensee agrees that, except for this information, no
     provisions in its purchase order will (1) be incorporated into this
     Software Order or into the Agreement, or (2) modify or amend the terms of
     this Order or the Agreement.


 .    Designation of Initial Delivery Point/Delivery Schedule

     Licensee directs OSI to deliver the OSI Software to ______________________


IN WITNESS WHEREOF, Licensee and the OSI have caused this Order to be executed
by their duly authorized representatives as of the later of the dates indicated
below.


______________________________              OBJECTIVE SYSTEMS INTEGRATORS, INC.
LICENSEE


By: ___________________________________     By: ______________________________


Title: ________________________________     Title: ___________________________


Date: _________________________________     Date: ____________________________


                                                                         Page 14
<PAGE>

                                   Exhibit 3

                                   SERVICES


1.   DEFINITIONS
     -----------

     (a)  Defect. An error in OSI Software or a failure of OSI Software to
          ------
          conform substantially with its then-current Documentation that can be
          reproduced by OSI. Defects fall into three categories as follows:

          (1)  Priority 1 (Production System Failure). Licensee's primary
               --------------------------------------
               production system (a) is completely unavailable, (b) has a
               problem that occurs with sufficient frequency that the system is
               effectively rendered inoperable, or (c) is affected such that
               critical business processes are unavailable. In each case, no
               Workaround can be immediately identified. For Priority 1 Defects,
               both OSI and Licensee will commit full-time resources to resolve
               the situation.

          (2)  Priority 2 (System Impairment). Licensee's business processes are
               ------------------------------
               impacted or impaired, but Licensee's primary production system
               still functions.

          (3)  Priority 3 (Minor Fault). A Priority 1 or 2 Defect where a
               ------------------------
               Workaround has been identified, the impact on Licensee is minor,
               the Defect has no material operational impact on Licensee, or the
               Defect does not require immediate attention.

     (b)  Emergency Release. A new version of OSI Software that incorporates
          -----------------
          Patches to rectify one or more Priority 1 or Priority 2 Defects. An
          Emergency Release may include additional Documentation.

     (c)  Patch. Replacement of, or provision of an addition to, a portion or
          -----
          module of OSI Software. A Patch may include additions or replacement
          to existing Documentation

     (d)  Remote Access. Access to Licensee's systems required by OSI to provide
          -------------
          Services, which may include dedicated connection, dial-up modem,
          internet, telnet or other means by which OSI can gain the required
          access.

     (e)  Workaround. A modification to the procedures Licensee follows or the
          ----------
          data it supplies when using OSI Software. A Workaround is designed to
          enable OSI Software to operate without materially and adversely
          affecting Licensee's ability to use OSI Software in its production
          environment.

2.   GENERAL
     -------

     (a)  NetExpert Framework Software. Provided Licensee (1) is not in breach
          ----------------------------
          of this Agreement, and (2) has provided OSI with timely Remote Access
          to the affected system, OSI will provide to Licensee the Services
          specified below. Services will be provided only for the current
          generally available release and for the immediately preceding release,
          with all OSI recommended NetExpert(R), operating system, database and
          other patches applied. Other than the current generally available
          release and the immediately preceding release, OSI will provide
          Services for superseded releases on a time and materials basis.

     (b)  Application Components and Rulesets. Because Application Components
          -----------------------------------
          and Rulesets may vary between end-users even for the same network
          element, management operation or other operation, and because
          Application Components and Rulesets may be modified by others after
          delivery by OSI, unless otherwise agreed to by OSI in writing,
          Services for Application Components and Rulesets are provided only on
          a time and materials basis. The following Sections describe the
          limited Services available for Application Components and Rulesets
          when such Services are made available by OSI.

                                                                         Page 15
<PAGE>

3.   UPDATE AND ENHANCEMENT SERVICES
     -------------------------------

     (a)  NetExpert Framework Product Updates. When available, OSI will provide
          -----------------------------------
          Licensee at no additional cost with new and interim versions of
          NetExpert Framework Software, including any enhancements or extensions
          thereto, at the time each version is generally made available to its
          other customers. OSI will make such revisions, enhancements or
          extensions to NetExpert Framework Software as it deems necessary and
          appropriate.

     (b)  Application Components and Rulesets. Generally, Application Components
          -----------------------------------
          and Rulesets are only updated on a time and materials basis.
          Occasionally OSI may update an Application Component or Ruleset for a
          new release of network element software, but unless OSI has agreed
          otherwise with Licensee, that updated Application Component or Ruleset
          will be made available for license by payment of a separate license
          fee, and integration and customization of that Application Component
          or Ruleset into Licensee's system will be required either by OSI, by
          Licensee or by a party contracted by Licensee.

4.   EXTENDED WARRANTY SERVICES
     --------------------------

     (a)  Extended Warranty. As part of the Services for OSI Software, the
          -----------------
          limited warranties provided in Section 8(a) of the Agreement will,
          subject to the terms of the Agreement, be extended for the OSI
          Software as set forth in this Section 4.

     (b)  NetExpert Framework Products. If Licensee believes that there is a
          ----------------------------
          Defect in NetExpert Framework Software, Licensee will (1) promptly
          notify OSI, describing the parameters, procedures and conditions that
          result from the Defect in sufficient detail to permit OSI to isolate
          the code that caused the Defect, and (2) provide OSI with all data
          files, database rules, Licensee Software and Remote Access (and where
          required by OSI, onsite access) required to reproduce and analyze the
          Defect. If OSI is unable to reproduce the Defect, it will have no
          responsibility to take further action.

     (c)  Application Components and Rulesets. If Services are available for
          -----------------------------------
          Application Components or Rulesets, the OSI Extended Warranty only
          covers Application Components and Rulesets in the form provided by
          OSI. On receipt by OSI of the notice described in Section 4(b), OSI
          will analyze the Application Component or Ruleset to determine if the
          Defect is reproducible. OSI will have no obligation for Defects not in
          the original Application Component or Ruleset as provided by OSI.

     (d)  Response Times. On notice of a Defect, during normal business hours
          --------------
          (unless Extended Services are purchased) OSI will initiate work to
          verify the Defect, advise Licensee of its plans for resolving the
          Defect, and use commercially reasonable efforts to resolve the Defect,
          as follows:

          (1)  Priority 1. OSI will promptly initiate work to verify a Priority
               ----------
               1 Defect within two hours of being notified and will try to
               resolve the Defect within 5 business days.

          (2)  Priority 2. OSI will initiate work to verify a Priority 2 Defect
               ----------
               no later than the next business day and will try to resolve the
               Defect within 10 business days.

          (3)  Priority 3. OSI will initiate work to verify a Priority 3 Defect
               ----------
               within 30 business days and will try to include a Patch for the
               Defect in the next update or version of OSI Software provided
               Licensee.

          OSI will also promptly notify Licensee if a Defect cannot be resolved
          within the above time periods and will cooperate in good faith with
          Licensee to arrive at an alternative period for resolution

          (e)  Response. OSI will work diligently to resolve Priority 1 and
               --------
               Priority 2 Defects with a Workaround, Patch or Emergency Release.
               Whenever practical, OSI will verbally advise Licensee of a
               Workaround, followed by a confirmation posted on WebTAC or
               otherwise provided in writing to Licensee. If a Workaround does
               not resolve the Defect, OSI will use commercially reasonable
               efforts to provide a Patch or Emergency Release. If a Workaround
               is provided and resolves the Defect, it will be downgraded to
               Priority 3.

5.   HOTLINE SERVICES
     ---------------

     Telephone Hotline Support will be available from 6:00 a.m. to 5:00 p.m.,
     Pacific Standard Time, Monday through Friday (excluding OSI holidays) for
     Extended Warranty Services and General Support Services.

6.   WEBTAC
     ------

                                                                         Page 16
<PAGE>

     Subject to system availability, which OSI will make commercially reasonable
     efforts to maintain, Licensee will have 24 hour-a-day, 7 day-a-week access
     to OSI's Technical Assistance Center on the World Wide Web, URL
     http://tac.osi.com/. Use of OSI's WebTAC is subject to the terms and
     procedures posted on that site.

7.   GENERAL MATTERS
     ---------------

     (a)  Contacts and Internal Support.
          -----------------------------

          (1)  Adelphia will designate one employee who will be the primary
               contact person and one employee who will be the backup contact
               person (either of whom is the "Contact Person") for all matters
               related to Services. The Contact Person will have successfully
               completed all relevant OSI training. Only the Contact Person will
               use Extended or Hotline Services or OSI's WebTAC.

          (2)  All requests for Services or other assistance will be made
               through Adelphia's Contact Person. Licensee will take and
               document the following actions (to the extent appropriate) both
               before and after reporting a Defect to OSI, and will commit
               appropriate resources to working on the Defect until its source
               has been agreed:

               (A)  maintaining an up-to-date record of system changes, such as
                    upgrades, patches and modifications to operating systems,
                    databases, device software and Products;

               (B)  gathering all relevant information from the user reporting
                    the Defect;

               (C)  identifying the nature of the Defect;

               (D)  reproducing the error and documenting the steps required for
                    that reproduction;

               (E)  eliminating physical causes, such as connections, device
                    malfunctions and memory or CPU problems;

               (F)  examining logs, records, archives, core files and other user
                    documentation;

               (G)  reaching, where possible, a tentative conclusion regarding
                    causation;

               (H)  providing OSI with proper Remote Access and any required
                    assistance; and

               (I)  to the extent appropriate, interfacing with distributors of
                    interfacing systems such as the operating system, database
                    programs and other hardware and software, and working with
                    those distributors to eliminate or identify errors in their
                    systems.

     (b)  Cancellation. Services for OSI Software will be canceled if and when
          ------------
          the license for the OSI Software is terminated. In such event, OSI
          will refund to Licensee a prorata portion of previously paid Services
          fees. Cancellation of Services will not, of itself, constitute
          termination of the Agreement.

     (c)  Modifications and Unauthorized Uses. OSI will have no obligation to
          -----------------------------------
          support OSI Software if it (1) has been modified by Licensee, or (2)
          is being used in violation of the terms of the Agreement. If a
          reported Defect is not a Defect in OSI Software but is actually a
          problem caused by user error, modification of the OSI Software by a
          party other than OSI, or third party hardware or software, OSI may
          invoice Licensee on a time and materials basis for efforts provided by
          OSI personnel above 8 hours for each such Defect.

     (d)  Limitations. UNDER THE OSI EXTENDED WARRANTY, OSI WILL USE ITS
          -----------
          COMMERCIALLY REASONABLE EFFORTS TO REPAIR DEFECTS, BUT OSI DOES NOT
          GUARANTEE THAT IT WILL BE ABLE TO REPAIR ALL DEFECTS, OR THAT ANY
          REPAIR WILL BE SATISFACTORY TO LICENSEE.

                                                                         Page 17
<PAGE>

                                   Exhibit 4
                                   ---------

                                   TRAINING
                                   --------



Licensee may use OSI Training credits to:

     (1)  Attend pre-scheduled OSI training classes in Folsom, California.
          Student registration is required in advance of any class and is
          subject to class availability. The training classes and the training
          units are set out in OSI Training Course Catalogue.

     (2)  Reserve a full class at OSI training at OSI's facilities in Folsom,
          California and select the class modules to be taught. Each class may
          contain up to 12 students. One class day for 12 students equates to 48
          training units.

     (3)  Schedule a class to be taught at Adelphia facilities. Classes must be
          arranged with OSI 2 months in advance. One class day for 12 students
          equates to 48 training units.


For any training at Adelphia's facilities, the following will apply:

Prerequisite Information.
------------------------

OSI will require the following information about the classroom systems 3-4 weeks
prior to arrival.

     .  Host names and host IDs of all of the workstations and servers on the
        classroom network.

     .  Classroom network configuration for the technical training classroom.

     .  The classroom power requirements and/or irregularities. Is the voltage
        220v, 110v, etc. Should OSI expect brownouts, surges, or frequent
        outages?

     .  Name, address, phone and fax numbers, email or Internet address of a
        contact at Adelphia's site that will facilitate training setup.

     .  Full address and phone number of where training will be held. Also
        provide a local map if available.

     .  Full address and phone number of where training materials should be
        shipped.

Local Support.
-------------

Since the OSI instructor will not have local knowledge of the UNIX environment,
a UNIX system administrator and DAB for support will need to be provided. They
must have administrative authority over the hardware and software in the
training room. They also must be available for system support throughout the
duration of the training.

The OSI instructor will also need a local point of contact. This person will
provide the instructor access to the building where the classes are to be
conducted and local information as needed.


Completed Before Arrival.
------------------------

The classroom facilities must be completely setup before the instructor arrives
at the site. This includes setting up:

     .  Student seating, classroom furniture, and amenities.

     .  The classroom network. All workstations must be able to operate on the
        same network, and mount ifs filesystems exported by the server.

If this work is not completed prior to the instructor's arrival, it could delay
the start of training.

                                                                         Page 18
<PAGE>

System Configuration.
--------------------

The following requirements state the minimum requirements for an OSI technical
training class. The classroom systems need not be the exact models specified.
However, they should be systems equivalent to those specified.

     Server
     ------

     The classroom will require one system that will function as the classroom's
     file and database server.


               -------------------------------------------------
                                       Sparc Ultra 1170
                 Model
               -------------------------------------------------

                                       256mb
                 Real Memory
               -------------------------------------------------

                 Disk Drive(s)          4 gigabytes
               -------------------------------------------------


     Clients
     -------

     The classroom will require one client workstation for every two students.
     Each client workstation will access filesystems on the server via nfs. Each
     student workstation will need one partition that is at least one gigabyte
     in size. Students to install NetExpert during the System Administration
     class will use this partition. OSI typically uses the /opt filesystem for
     this purpose


               -------------------------------------------------
                                       Sparc Ultra 170
                  Model
               -------------------------------------------------

                                       128mb
                  Real Memory
               -------------------------------------------------

                                       2 gigabytes
                  Disk Drive           One partition must be at
                                       least 1 gigabyte in size
               -------------------------------------------------

     Ethernet Hub
     ------------

     The hub needs enough ports to support all of the machines in the room, as
well as the instructor's laptop PC.


Classroom Installation.
----------------------

The OSI instructor will bring a Sun 9.2 Sparc Unipack external disk drive. This
disk drive contains all of the necessary data to conduct the Basic Rules
Development, Basic VisualAgent, and Basic Operator classes. This data includes
the NetExpert and Informix installations, UNIX user accounts, and license files
necessary to conduct the class.

Classroom setup normally requires two days for installation and testing. The OSI
instructor, with the assistance of the local system administrator, will:

     .  Attach and install the hard drive to the classroom fileserver via a SCSI
        connection.

     .  Mount the filesystems on the external hard drive locally on the
        fileserver.

     .  Install the user accounts on the fileserver.

     .  Export the external hard drive's filesystems via nfs.

                                                                         Page 19
<PAGE>

     .  Mount the external hard drive's filesystems on the clients.

     .  Install the external hard drive's filesystems on the clients.

The instructor will install the user accounts on the workstations by backing up
the /etc/passwd, /etc/group, and /etc/shadow files on each workstation and then
overwriting them with the passwd, group, and shadow found on the external hard
drive. During breakdown at the end of the training session, the instructor will
restore the original passwd, group, and shadow files to their original
locations.

                                                                         Page 20
<PAGE>

                                   Exhibit 5
                                   ---------

                          TECHNOLOGY ESCROW AGREEMENT



                    Account Number ___________________


          This Technology Escrow Agreement including any Exhibits ("Agreement")
is effective this _______ day of _____________, 199___. ("Effective Date"), by
and among Data Securities International, Inc. ("DSI"), a Delaware corporation,
Objective Systems Integrators, Inc., a California corporation ("Licensor") and
_______________________, a ________________ corporation ("Licensee").

          Notices to Licensor, Licensee and DSI should be sent to the parties at
the addresses identified in the attached Exhibit A.

          WHEREAS, Licensor has entered or will enter into a contract with the
Licensee for the use of proprietary technology and other materials of Licensor;

          WHEREAS, Licensor and Licensee desire the Agreement to be
supplementary to said contract pursuant to 11 United States Code ("USC") Section
365(n):

          WHEREAS, availability of or access to certain proprietary data related
to the proprietary technology and other materials is critical to Licensee in the
conduct of its business;

          WHEREAS, Licensor has deposited or will deposit with DSI the related
proprietary data to provide for retention and controlled access for Licensee
under the conditions specified below;

          NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in consideration of the promises, mutual
covenants and conditions contained herein, the parties hereto agree as follows:

1.        Licensor Deposit Account. Following the execution and delivery of the
          ------------------------
          Agreement and the payment of the set-up and deposit account fees to
          DSI, DSI shall open a deposit account ("Deposit Account") for
          Licensor. The opening of the Deposit Account means that DSI shall
          establish an account ledger in the name of Licensor, calendar Licensor
          to receive renewal notices as provided in Section 9, and request the
          initial deposit from Licensor until an initial deposit is received.
          Unless and until Licensor makes the initial deposit ("Initial
          Deposit") with DSI, DSI shall have no further obligation to Licensor
          except as defined by this section.

2.        Initial Deposit. The Initial Deposit will consist of all material
          ---------------
          initially supplied by Licensor to DSI as specified by an accompanying
          document called a "Description of Deposit Materials" hereinafter
          referred to as "Exhibit B". DSI shall issue a copy of the Exhibit B to
          Licensor and Licensee within ten (10) days of acceptance of the
          Initial Deposit by DSI.

3.        Deposit Changes. "Deposit" means and includes the Initial Deposit
          ---------------
          and/or Supplemental Deposit and/or Replacement Deposit upon acceptance
          by DSI. Unless otherwise provided by the Agreement Licensor has the
          obligation to keep the Deposit updated with current materials.

          Licensor hereby agrees to update the Deposit held by DSI with
          supplemental or replacement technology releases within thirty (30)
          days of distribution of a technology release to Licensee. Such deposit
          activity shall occur at least every 12 months or Licensor shall
                                              --
          certify to Licensee that the Deposit contains the latest technology
          release.

                    a.   Supplemental Deposit. "Supplemental Deposit" means and
                         --------------------
                         includes any material added to the Deposit. Licensor
                         will submit the Supplemental Deposit accompanied by an
                         Exhibit B.

                                                                         Page 21
<PAGE>

                         DSI shall issue a copy of the Exhibit B to
                         Licensor and Licensee within ten (10) days of
                         acceptance of the Supplemental Deposit by DSI.

                    b.   Replacement Deposit. "Replacement Deposit" means and
                         -------------------
                         includes any material which replaces the Deposit or
                         portions of the Deposit defined by Exhibit B(s). Items
                         of the Deposit defined in an Exhibit B may not be
                         replaced. Licensor will submit the Replacement Deposit
                         accompanied by an Exhibit B.

                         Within ten (10) days of receipt of a request by
                         Licensor to replace, DSI will send a notice to Licensee
                         stating that Licensor request to replace, and DSI will
                         include a copy of the Exhibit B defining the new
                         material.

                         Licensee has thirty (30) days from the mailing of such
                         notice by DSI to instruct DSI to retain the Deposit
                         held by DSI and if so instructed DSI will change the
                         Replacement Deposit to a Supplemental Deposit.
                         Retention could incur an additional storage unit fee as
                         specified by DSI's Fee and Service Schedule.

                         If Licensee does not instruct DSI to retain the
                         Deposit, or portions of the Deposit requested to be
                         replaced, DSI shall permit such Deposit to be replaced
                         with the Replacement Deposit.

                         DSI shall issue a copy of the Exhibit B to Licensor and
                         Licensee within ten (10) days of acceptance of the
                         Replacement Deposit by DSI. DSI will either destroy or
                         return to Licensor all material that is replaced by the
                         Replacement Deposit.

4.        Deposit Inspection. Upon receipt of an Exhibit B, DSI will visually
          ------------------
          match the listed items on the Exhibit B to the labeling of the
          material ("Deposit Inspection"). DSI will not be responsible for the
          contents or for validating the accuracy of Licensor's labeling.
          Acceptance will occur when DSI concludes that the Deposit Inspection
          is complete.

5.        Licensee Registration Account. Following the execution and delivery of
          -----------------------------
          the Agreement and the payment of the registration fee to DSI, DSI
          shall open a registration account ("Registration Account") for
          Licensee. The opening of the Registration Account means that DSI shall
          establish an account ledger in the name of Licensee, calendar Licensee
          to receive renewal notices as provided in Section 9, and request the
          Initial Deposit from Licensor until an Initial Deposit is received.
          Unless and until Licensor makes the Initial Deposit with DSI, DSI
          shall have no obligation to Licensee except as defined by this
          section.

6.        Deposit Obligations of Confidentiality. DSI agrees to establish a
          --------------------------------------
          receptacle in which it shall place the Deposit and shall put the
          receptacle under the control of one or more of its officers, selected
          by DSI, whose identity shall be available to Licensor and Licensee at
          all times. DSI shall exercise a professional level of care in carrying
          out the terms of the Agreement.

          DSI acknowledges Licensor's assertion that the Deposit shall contain
          Licensor's proprietary data and that DSI has an obligation to preserve
          and protect that confidentiality.

          Licensor grants DSI the irrevocable right to duplicate the Deposit
          only as necessary to preserve and safely store the Deposit and to
          provide a copy thereof as authorized herein to Licensee. DSI shall
          reproduce on all copies of the Deposit made by DSI any proprietary or
          confidentiality notices contained in the Deposit originally deposited
          with DSI by Licensor.

7.        Verification Rights. Licensor grants to DSI the right to verify the
          -------------------
          Deposit for accuracy, completeness and sufficiency. Licensor hereby
          also permits DSI to verify, audit, and inspect the Deposit held or to
          be held by DSI to confirm the quality of the Deposit for the benefit
          of Licensee. Upon request by Licensor, DSI will issue a copy of the
          verification results to Licensor.

                                                                         Page 22
<PAGE>

     In the event that Licensee retains DSI to perform verification of the
     Deposit, Licensor hereby grants to DSI the right to use the facilities of
     Licensor, free of charge to DSI, including Licensor's computer systems.
     Licensor agrees to make available any technical and support personnel
     necessary for DSI to perform verification of the Deposit, Licensee or
     Licensor may retain DSI to perform verification of the Deposit upon receipt
     by DSI of an executed Verification Agreement.

     Licensor hereby grants to DSI permission to release to Licensee information
     pertaining to directory lists and/or table of contents of computer media,
     manuals, schematics, and manufacturing documents. Licensor grants to DSI
     permission to release to Licensee copies of any executables or object code
     modules prepared by DSI during the "Load and Compile" validation level for
     the purposes of determining the content and quality of the Deposit.

     If requested by Licensee, Licensor agrees to permit one employee of
     Licensee to be present at Licensor's facility and to observe the
     verification of the Deposit held or to be held by DSI.

8.   Certification by Licensor.  Licensor represents to Licensee that:
     -------------------------

     a.   The Deposit delivered to DSI consists of the following:

          source code deposited on computer magnetic media, all necessary and
          available information, proprietary information, and technical
          documentation which will enable Licensee to create, maintain and/or
          enhance the licensed material without the aid of Licensor or any other
          person or reference to any other materials, maintenance tools (test
          programs and program specifications), proprietary or third party
          system utilities (compiler and assembler descriptions), description of
          the system/program generation, and descriptions and locations of
          programs not owned by Licensor but required for use and/or support.

     b.   The Deposit will be defined in the Exhibit B(s).

          These representations shall be deemed to be made continuously
          throughout the term of the Agreement.

9.   Term of Agreement.  The Agreement will have an initial term of one year,
     -----------------
     commencing on the Effective Date. The Agreement may be renewed for
     additional one-year periods upon receipt by DSI of the specified renewal
     fees prior to the last day of the term ("Expiration Date"). In the event
     that renewal fees are not received thirty (30) days prior to the Expiration
     Date, DSI shall so notify Licensor and Licensee. If the renewal fees are
     not received by the Expiration Date, DSI may terminate the Agreement
     without further notice and without liability of DSI to Licensor and
     Licensee. Licensee has the right to pay renewal fees and other related
     fees. In the event Licensee pays the renewal fees and Licensor is of the
     opinion that any necessary condition for renewal is not met, Licensor may
     so notify DSI and Licensee in writing. The resulting dispute will be
     resolved pursuant to the dispute resolution process defined in Section 15.

10.  Expiry.  If the Agreement is not renewed or is otherwise terminated, all
     ------
     duties and obligations of DSI to Licensor and Licensee will terminate. If
     Licensor requests the return of the Deposit upon termination or expiration
     of the Agreement, DSI shall return the Deposit to Licensor only after all
     outstanding invoices and deposit return fees are paid by Licensor. If the
     fees are not received by the Expiration Date of the Agreement, DSI shall,
     at its option, either destroy or return the Deposit to Licensor.

11.  Filing For Release of Deposit by Licensee. Upon notice to DSI by Licensee
     -----------------------------------------
     of the occurrence of a release condition as defined in Section 13 and
     payment of the release request fee, DSI shall notify Licensor by certified
     mail with a copy of the notice from Licensee. If Licensor provides contrary
     instruction within ten (10) days of the mailing of the notice to Licensor,
     DSI shall not deliver a copy of the Deposit to Licensee.

     "Contrary Instruction" means the filing of an affidavit or declaration with
     DSI by an officer of Licensor stating that a release condition has not
     occurred or has been cured. DSI shall send a copy of the affidavit or

                                                                         Page 23
<PAGE>

     declaration by certified mail to Licensee. DSI shall notify both Licensor
     and Licensee that there is a dispute to be resolved pursuant to Section 15.
     Upon receipt of Contrary Instruction, DSI shall not deliver a copy of the
     Deposit and shall continue to store the Deposit until directed by Licensor
     and Licensee jointly, resolved pursuant to Section 15, or ordered by a
     court of competent jurisdiction.

12.  Release of Deposit to Licensee. If DSI does not receive Contrary
     ------------------------------
     Instruction from Licensor, DSI is authorized to release the Deposit, or if
     more than one Licensee is registered to the Deposit, a copy of the Deposit,
     to the Licensee filing for release following receipt of any fees due DSI
     including Deposit copying and delivery fees.

13.  Release Conditions of Deposit to Licensee.  Release Conditions are:
     -----------------------------------------

     a.   Licensor's failure to carry out maintenance or support obligations
          imposed on it pursuant to a license agreement or other agreement(s)
          between Licensor and Licensee; or

     b.   Licensor's failure to continue to do business in the ordinary course;
          or

14.  Conditions for Use Following Release. Following a release and payment to
     ------------------------------------
     DSI of all outstanding fees, Licensee shall have the non-exclusive right to
     use the Deposit solely for the purpose of continuing the benefits afforded
     to Licensee by a license agreement or other agreement(s) between Licensor
     and Licensee, unless otherwise specified in such license Agreement or other
     agreement(s). Additionally, Licensee shall be required to maintain the
     confidentiality of the released Deposit.

15.  Disputes. In the event of a dispute, DSI shall so notify Licensor and
     --------
     Licensee in writing. Such dispute will be settled by arbitration in
     accordance with the rules of the American Arbitration Association ("AAA").
     Licensor and Licensee will each select one arbitrator and a third
     arbitrator will be selected unanimously by said arbitrators. If said
     arbitrators are unable to select the third arbitrator within ten (10) days,
     the parties consent to the selection of the third arbitrator by the AAA
     Administrator. Unless otherwise agreed to by Licensor and Licensee,
     arbitration will take place at San Francisco, California.

16.  Indemnification. Licensor and Licensee agree to defend and indemnify DSI
     ---------------
     and hold DSI harmless from and against all claims, actions and suits,
     whether in contract or in tort, and from and against any and all
     liabilities, losses, damages, costs, charges, penalties, counsel fees, and
     other expenses of any nature (including, without limitation, settlement
     costs) incurred by DSI as a result of performance of the Agreement except
     in the event of a judgment which specified that DSI acted with gross
     negligence or willful misconduct.

17.  Audit Rights. DSI agrees to keep records of the activities undertaken and
     ------------
     materials prepared pursuant to the Agreement. Licensor and Licensee will be
     entitled upon reasonable notice and during normal business hours during the
     term of the Agreement to inspect the records of DSI with respect to the
     Agreement.

     Licensor or Licensee accompanied by an employee of DSI will be entitled to
     inspect the physical status and condition of the Deposit, upon reasonable
     notice and during normal business hours. The Deposit may not be changed by
     Licensor or Licensee during the audit.

18.  Designated Representative. Licensor and Licensee each agree to designate
     -------------------------
     one individual to receive notices from DSI and to act on behalf of Licensor
     and Licensee respectively in relation to the performance of their
     obligations as set forth in the Agreement and to notify DSI immediately in
     the event of any change from one designated representative to another in
     the manner stipulated in Exhibit A.

19.  General. DSI may act in reliance upon any written instruction, instrument,
     -------
     or signature believed to be genuine and may assume that any person giving
     any written notice, request, advice or instruction in connection with or
     relating to the Agreement has been duly authorized to do so. DSI is not
     responsible for failure to fulfill its obligations under the Agreement due
     to causes beyond DSI's control.

     The Agreement is to be governed by and construed in accordance with the
     laws of the State of California.

                                                                         Page 24
<PAGE>

     The Agreement, including any Exhibits, constitutes the entire agreement
     between the parties concerning the subject matter hereof, and supersedes
     all previous communications, representations, understandings, and
     agreements, either oral or written, between the parties.

     If any provision of the Agreement is held by any court to be invalid or
     unenforceable, that provision will be severed from the Agreement and any
     remaining provisions will continue in full force.

20.  Fees. All service fees will be due in full at the time of the request for
     ----
     service. Annual renewal fees will be due in full upon the receipt of
     invoice unless otherwise specified by the invoice. If invoiced fees are not
     paid within sixty (60) days of receipt of invoice, DSI may terminate the
     Agreement. If the payment is not timely received by DSI, DSI shall have the
     right to accrue and collect interest at the rate of one and one-half
     percent per month (18% per annum) from the date of the invoice for all late
     payments.

     All service fees and annual renewal fees will be those specified in DSI's
     Fee and Service Schedule in effect at the time of renewal or request for
     service, except as otherwise agreed. For any increase in DSI's standard
     fees, DSI shall notify Licensor and Licensee at least ninety (90) days
     prior to the renewal of the Agreement. For any service not listed on the
     Fee and Service Schedule, DSI shall provide a quote prior to rendering such
     service.

<TABLE>
<S>                                     <C>                                  <C>
Date:_______________________________    Date:____________________________    Date:________________________________


Objective Systems Integrators, _____    __________________Data Securities
Inc. (Licensor):                        Licensee:                            International, Inc. (DSI):


By:_________________________________    By:______________________________    By:__________________________________


____________________________________    _________________________________    _____________________________________
(Print Name)                            (Print Name)                         (Print Name)


____________________________________    __________________________________   ____________________________________
Title                                   Title                                Title
</TABLE>

                                                                         Page 25
<PAGE>

                                                                       Exhibit A
                           TECHNOLOGY ESCROW AGREEMENT

                    Account Number _________________________

                    Designated representatives and locations

Notices to Licensor regarding
Agreement terms and conditions                  Invoices should
should be addressed to:                         be addressed to:

Licensor:     ______________________________    ________________________________

Address:      ______________________________    ________________________________
              ______________________________    ________________________________
              ______________________________    ________________________________

Designated
representative:_____________________________    ________________________________

Phone:        ______________________________    ________________________________

Notices to Licensee regarding
Agreement terms and conditions                  Invoices should
should be addressed to:                         be addressed to:

Licensee:     ______________________________    ________________________________

Address:      ______________________________    ________________________________
              ______________________________    ________________________________
              ______________________________    ________________________________

Designated
representative:_____________________________    ________________________________

Phone:        ______________________________    ________________________________

All requests from Licensor or Licensee to change the designated representative
must be given in writing and signed by the designated representative or an
officer of Licensor or Licensee as the case may be.

All contracts, deposits and                     Invoice inquiries and
official notifications to DSI                   remittance of fees to DSI
should be addressed to:                         should be addressed to:

Data Securities, Int'l., Inc.                   Data Securities Int'l., Inc.
Attn:  Contract Administration                  Attn:  Accounts Receivable
6165 Greenwich Drive, Suite 220                 49 Stevenson Street, Suite 550
San Diego, CA 92122                             San Francisco, CA 94105
(619) 457-5199                                  (415) 541-9013

Date:    ___________________________________

                                                                         Page 26
<PAGE>

                                                                       Exhibit B

                        Description of Deposit Materials
                        --------------------------------

Deposit Account Number_____________________________________

Account Name_______________________________________________

Licensor, pursuant to a specific Escrow Agreement between the parties, hereby
deposits the below described materials into the above referenced Deposit Account
by transferring them to Data Securities International, Inc. The Deposit type is
(check space that applies)

_____ Initial Deposit  _____  Supplemental Deposit  _____ Replacement Deposit

If Replacement then destroy Deposit __________ or return Deposit____________

If no Deposit type has been checked the materials will be deemed to be an
Initial or Supplemental Deposit.

DEPOSIT MATERIALS

Name_____________________________________________________ Version_______________

Date_______________________________     CPU/OS___________ Compiler______________

Application_____________________________________________________________________

Utilities needed________________________________________________________________

Special operating instructions__________________________________________________

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

Item Description                   Media                          Quantity
----------------                   -----                          --------






I certify that the above-described         Received the materials subject to the
materials were delivered/sent to           Terms and Conditions set forth below.
Data Securities International, Inc.

By___________________________________      By___________________________________

Name_________________________________      Name_________________________________

Title________________________________      Title________________________________

For__________________________________      For Data Securities Int'l.

Date_________________________________      Date_________________________________

                                                                         Page 27
<PAGE>

OBLIGATIONS OF DATA SECURITIES INTERNATIONAL

If the fees are current, Data Securities International, Inc. (DSI) is obligated
to hold these Deposit Materials and treat them as called for in the specific
Escrow Agreement between the parties. The specific Escrow Agreement between the
parties obligates DSI not to disclose, divulge nor otherwise make available to
any third party the deposited materials except pursuant to an agreement between
Licensor and DSI. DSI shall have no obligation to any licensee or other third
party except Registered and/or Subscribed Licensees accepted by DSI, to the
extent provided in a writing signed by DSI. DSI shall have the right to modify
or cancel this Agreement without the consent of any third party unless expressly
prohibited from doing so by an agreement signed by DSI.

Upon the receipt of an Exhibit B, DSI will visually match the listed items on
the Exhibit B to the labeling of the material ("Deposit Inspection"). DSI will
not be responsible for the contents or for validating the accuracy of Licensor's
labeling. Acceptance will occur when DSI signs the Exhibit B document concluding
that the Deposit Inspection is complete.

DEFINITIONS

Licensor may update the Deposit Account with Supplemental Materials or
Replacement Materials.

Supplemental Materials are materials that are to be added to the existing
Deposit by Licensor. The Supplemental Materials will be incorporated into the
existing Deposit and treated as the whole.

Replacement Materials are materials which replace the entire Existing Deposit.
Licensor may request to replace the entire Existing Deposit. The Existing
Deposit that has been contractually allowed to be replaced will be dealt with as
specified in the specific Escrow Agreement between the parties, or its Exhibits
and Addenda.

DSI reserves the right to destroy the Existing Deposit for which return of
deposit fees have not been paid. DSI will notify Licensor of such action.

WARRANTY BY LICENSOR

Licensor represents and warrants that it is lawfully possessed of all Deposit
Materials stored under the specific Escrow Agreement between the parties and has
the authority to store them in accordance with the terms thereof.

AMENDMENT

This form acts as an Amendment, if one is called for.

                                                                         Page 28
<PAGE>

                                   Exhibit 6
                                   ---------

                           OSI CUSTOMER ADVISORY BOARD


The purpose of OSI's Customer Advisory Board ("CAB") is to involve a select
group of users in the definition and execution of OSI's short and long term
product strategies.

The CAB will assist OSI in:
     .   planning product direction.
     .   defining specific product requirements.
     .   validating that specifications and prototypes effectively address the
         requirements.
     .   testing pre-release products, including beta testing and, where
         appropriate, testing in a production environment prior to general
         availability.

In this cooperative arrangement, Adelphia will have the opportunity to work
closely with OSI's internal product teams. These teams are comprised of
individuals from product management, development, technical publications, QA,
customer support, professional services, sales and marketing. Interaction will
be via meetings, conference calls and written documentation.

Adelphia will kick off the program with a meeting in Folsom to discuss product
direction and requirements, and to meet the OSI product teams. As design and
development continues, OSI will follow up with correspondence and meetings to
validate progress. As beta test periods approach, Adelphia will prepare in
advance by attending training classes at OSI and configuring its test
environment. OSI will monitor beta installations and Adelphia will be requested
to report on product performance. For some products or features, we may mutually
agree to follow the beta test with a limited test in a production environment.

Because some members of the CAB may compete with each other, to facilitate free
discussion of strategic direction, most meetings used to solicit input and
feedback will be conducted with individual CAB members. Training classes and
general information meetings may be conducted for the group as a whole.

Adelphia Benefits.
-----------------

Adelphia will have input on the strategic direction of OSI product development,
regular interaction with OSI's product development and support personnel, the
opportunity to evaluate OSI pre-release products, and the ability to have its
technical personnel gain a detailed understanding of the capabilities of
NetExpert(TM) software and OSI's future development plans.

Adelphia Obligations.
--------------------

Adelphia agrees to the following:

     .   It will designate one key technical employee as its CAB representative.
         That employee or one or more designees with appropriate experience in
         network management issues will participate in each phase of the
         program, reviewing materials, attending meetings and providing OSI with
         feedback on the issues raised;

     .   As new pre-release products are provided to Adelphia, it will create an
         appropriate test environment with OSI assistance, and provide feedback
         to OSI on the performance of the pre-release products and suggestions
         for its improvement;

     .   Adelphia will be responsible for all of your costs incurred in
         connection with its CAB participation.

                                                                         Page 29
<PAGE>

OSI's Commitment.
----------------

     .   OSI will conduct regular meetings of the CAB and will provide CAB
         members with its plans for product development and improvement;

     .   OSI will provide pre-release products relevant to Adelphia's operations
         as soon as they are available;

     .   OSI will assist you Adelphia setting up an appropriate test environment
         for pre-release products;

     .   OSI will provide the highest consideration of all suggestions and
         comments.

Protection of Confidential Information and Intellectual Property Rights.
-----------------------------------------------------------------------

     .   During Adelphia's participation in the CAB, it will be provided with
         some of OSI's most sensitive confidential information, including
         product development plans, specifications, pre-release products, flow
         charts, and other nonpublic information relating to OSI's products,
         code, marketing and finances. Adelphia may also provide OSI with its
         confidential information, although comments, suggestions, improvements
         and other communications from Adelphia to OSI regarding OSI products
         become the sole property of OSI. OSI may use them without compensation
         or attribution, and Adelphia will take all reasonable steps requested
         by OSI to confirm OSI's sole ownership of all rights arising from them.
         Each party will hold in confidence all confidential information of the
         other and the other's licensors, not use that information for purposes
         other than the evaluation, design, improvement, marketing and
         development of OSI products and not disclose that information except to
         those employees and advisors who (1) have a need to know it to assist
         in the party's efforts under this arrangement, and (2) are bound by law
         or have agreed in writing to maintain the information in confidence. If
         either party discovers that confidential information of the other has
         been improperly used, disseminated or published, it will immediately
         notify the other party and take all reasonable actions to minimize the
         impact of the disclosure.

     .   Adelphia will be provided from time to time with OSI products
         (including software, manuals and other documentation) such as beta and
         other pre-release versions of existing or new products, patches and
         upgrades. OSI grants Adelphia a nonexclusive, nontransferable license
         to (a) use those products in executable code form only, on computers
         owned or leased by it and located in its facilities at the address
         noted above or another location approved by OSI in writing to assist
         OSI in testing and debugging those OSI products and to use those OSI
         products for its internal business purposes in connection with that
         assistance, and (b) make backup copies of those OSI products only as it
         reasonably requires for that purpose. No other rights are granted to
         Adelphia by this agreement. Without limitation, Adelphia will not use
         those OSI products to monitor or control any third party's network,
         produce revenue for you, demonstrate or provide those OSI products to
         any other party, or develop products owned by any party other than OSI.
         On request from OSI, or on termination of Adelphia's participation in
         the CAB, Adelphia will immediately cease use of those OSI products,
         return those OSI products to OSI, remove all copies, whole or partial,
         from any media and provide OSI with a written statement from an officer
         stating that all of those copies have been either destroyed or
         returned.

     .   All right, title and interest to copyrights, trade secrets, patents and
         other intellectual property rights in OSI products will remain the
         exclusive property of OSI and its licensors. Adelphia may input data as
         required to use OSI products for the purposes requested by OSI under
         the CAB, but it will not make, alter, adapt, modify or make derivative
         works of OSI products or merge OSI products into other programs or
         materials. Adelphia will not make copies of OSI products except as
         permitted in this agreement. Adelphia will not decompile, disassemble
         or otherwise reverse engineer any executable code, object code or
         source code of OSI products, or decode, de-encrypt, reverse engineer or
         otherwise attempt to avoid any authorization keys and other

                                                                         Page 30
<PAGE>

         security devices in OSI products. Adelphia will be solely responsible
         for obtaining any hardware and licenses for other products required for
         you to use OSI products.

     .   Any OSI products or services provided in connection with the CAB are
         provided "as is," and OSI will have no responsibility for correcting
         any errors, modifying OSI products in any way or for providing a
         commercially available product based upon OSI products or for support
         or updates to OSI products and services. OSI MAKES NO WARRANTIES,
         EITHER EXPRESS OR IMPLIED, AS TO OSI PRODUCTS AND SERVICES, INCLUDING
         IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
         OR NON-INFRINGEMENT. Adelphia acknowledges that OSI products in beta-
         test or pre-release form may contain "bugs," inoperable features and
         other defects which may not be corrected by OSI, and that the purpose
         of its use of OSI products is to help OSI develop OSI products.
         Adelphia assumes all risks arising from its possession and use of OSI
         products.

     .   EXCEPT IF ONE OF THE PARTIES VIOLATES THE INTELLECTUAL PROPERTY RIGHTS
         OF THE OTHER PARTY, NEITHER PARTY WILL BE LIABLE, REGARDLESS OF THE
         FORM OF ACTION, FOR LOST REVENUES, PROFITS OR SAVINGS, OR FOR INDIRECT,
         CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF IT HAS
         BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES.


Legal Terms and Conditions.
--------------------------

     .   Compliance with Laws. OSI products and all related rights, technical
         --------------------
         data and information are subject to controls imposed by the U.S.
         Government and other countries. Adelphia will comply with all of those
         controls and all other applicable laws, regulations, codes and
         ordinances.

     .   No Assignment. Adelphia's membership in the CAB and any of its rights
         -------------
         and obligations under this agreement will not be assigned or delegated
         without OSI's written approval.

     .   Disputes. Despite our best intentions, disputes may arise under or in
         --------
         connection with this agreement. We will make very effort to resolve any
         dispute informally to both parties' satisfaction, but if we cannot
         resolve a dispute informally, it will be resolved exclusively in the
         federal or state courts located in Sacramento, California, without a
         jury. Both parties waive any right to a jury trial and consent to the
         personal jurisdiction and exclusive venue of those courts for that
         purpose. This agreement will be governed by and construed in accordance
         with the laws of the State of California, excluding its conflicts of
         law provisions, and will be deemed to have been entered into and wholly
         performed in Sacramento County, California.

     .   Equitable Relief. Any breach of either party's obligations with respect
         ----------------
         to the intellectual property rights of the other will cause irreparable
         injury for which there are no adequate remedies at law. Each party and
         its licensors will be entitled to equitable relief in addition to all
         other remedies that may be available, without the posting of bond or
         other security or, if required, then the minimum bond or security so
         required.

     .   Entire Agreement. This agreement is the entire agreement between the
         ----------------
         parties with respect to the CAB and supersedes all previous
         communications, both oral and written, between the parties. No waiver,
         amendment or modification of this agreement will be effective unless in
         writing and signed by an authorized representative of the party against
         whom enforcement is sought. No waiver by a party of a breach of this
         agreement will constitute a waiver of any other breach of that or any
         other provision of this agreement.

     .   Independent Contractors. The parties are independent contractors and
         -----------------------
         not partners or joint venturers. Under no circumstances will the
         employees of one party be deemed the employees of the other for any
         purpose. This agreement does not grant authority for either party to
         act for the other in an agency or other capacity, or to make
         commitments of any kind for the account of or on the behalf of the
         other.

                                                                         Page 31
<PAGE>

     .   Term. The terms of this letter will apply so long as Adelphia
         ----
         participates in the CAB. Adelphia's participation in the CAB may be
         terminated, at its option, with 30 days' notice, but the Protection of
         Confidential Information provisions, the Intellectual Property Rights
         provisions and the Legal Terms and Conditions provisions set forth
         above will survive that termination.

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