<PAGE>


                                                                   Exhibit 10.29

         Supply Agreement, dated November 30, 2001, between the Registrant and
         Lucent Technologies, Inc. Pursuant to Item 601(b)(2) of Regulation S-K,
         the schedules and exhibits referred to in the agreement are omitted.
         The Registrant hereby undertakes to furnish supplementally a copy of
         any omitted schedule or exhibit to the Commission upon request.



<TABLE>
<CAPTION>
         TABLE OF CONTENTS

<S>                       <C>
         Definitions

         SECTION I - OPERATIONAL TERMS

         Article 1         Transition and Implementation

         Article 2         Effective Period of Agreement

         Article 3         Supply Relationship

         Article 4         Manufacturing Sourcing Requirements

         Article 5         Ordering Companies

         Article 6         Specific Project Agreements and Orders

         Article 7         Entire Agreement

         Article 8         Specifications, Drawings, Changes & Discontinuance

         Article 9         Documentation

         Article 10        Training

         Article 11        Homologation

         Article 12        Price and Price Revision

         Article 13        Commitment Sharing

         Article 14        Support of Prior Obligations

         Article 15        Benchmarking

         Article 16        Quality

         Article 17        Performance Metrics

         Article 18        Performance Review Process

         Article 19        Electronic Commerce

         Article 20        Emergency Service

</TABLE>


<PAGE>


<TABLE>
<S>                       <C>
         Article 21        Epidemic Conditions

         Article 22        Equipment and Materials Warranty

         Article 23        Exclusive Warranties

         Article 24        Equipment and Materials Not Covered Under Warranty

         Article 25        Repair Procedures

         Article 26        Continuing Availability of Maintenance, Replacement and Repair Parts

         Article 27        Operating System Software

         Article 28        Software License Grant

         Article 29        Software Warranty

         Article 30        Source Programs and Technical Documentation

         Article 31        End User Customer Support for Software

         Article 32        Software Maintenance

         Article 33        Software Reports and Audits

         Article 34        Software Royalty Payments

         Article 35        Manufacturing Rights

         Article 36        Audit

         Article 37        Notices

         Article 38        Dispute Resolution

         Article 39        Default Resolution Process

         SECTION II - TACTICAL TERMS

         Article 40        Equipment and Materials Forecasting

         Article 41        Acceptance of Purchase Order

         Article 42        Purchase Order Changes

         Article 43        Termination of Orders Without Cause

         Article 44        Delivery / Shipping Interval / Late Delivery

         Article 45        Product Conformance Reviews

         Article 46        Shipment Terms

         Article 47        Transfer of Title and Risk of Loss

</TABLE>


<PAGE>

<TABLE>
<S>                       <C>
         Article 48        Payment Terms

         Article 49        Packing, Labeling and Serialization

         Article 50        Marking

         Article 51        Shipping

         Article 52        Invoicing

         Article 53        Offsetting of Invoices

         Article 54        Duties, Taxes and Insurance Contributions

         Article 55        Taxes Payable by Company

         Article 56        Offset Credits

         Article 57        Export Control

         SECTION III - ENVIRONMENTAL TERMS

         Article 58        Heavy Metals and/or CFC In Packaging

         Article 59        Ozone Depleting Substances

         Article 60        Ozone Depleting Substances Labeling

         Article 61        Compliance With Environmental, Occupational Health and Safety(EH&S) Laws

         Article 62        Environmental Management Systems

         Article 63        Environmentally Restricted Substances

         Article 64        Toxic Substances and Product Hazards

         SECTION IV - GENERAL TERMS

         Article 65        Assignment and Subcontracting

         Article 66        Bankruptcy and Termination for Financial Insecurity

         Article 67        Choice of Law

         Article 68        Compliance With Laws

         Article 69        Default

         Article 70        Force Majeure

         Article 71        Identification

         Article 72        Indemnity

         Article 73        Infringement

</TABLE>

<Page>

<TABLE>
<S>                       <C>
         Article 74        Insurance

         Article 75        Intellectual Properties

         Article 76        Non-Exclusive Market Rights

         Article 77        Publicity

         Article 78        Registration and Radiation Standards

         Article 79        Releases Void

         Article 80        Right of Entry

         Article 81        Severability

         Article 82        Supplier's Information

         Article 83        Survival of Obligations

         Article 84        Use of Information

         Article 85        Limitation of Liability

</TABLE>



<PAGE>



<TABLE>
<S>                       <C>
         LIST OF ATTACHMENTS

         The following attachments are hereby made part of this Agreement:

         Attachment A - Equipment, Materials, Services, and Software Price Exhibit

         Attachment B - Performance Metrics

         Attachment C - Emergency Backup Plan

         Attachment D - Repair Procedures

         Attachment E - Escrow Agreement

         Attachment F - Software Maintenance Support

         Attachment G - Packing, Labeling and Serialization

         Attachment H - ODS Content Certification

         Attachment I - Non-Disclosure Agreement


</TABLE>



<PAGE>





     THIS SUPPLY AGREEMENT ("Agreement") is entered into as of ______________
("Effective Date") by Lucent Technologies Inc., a Delaware corporation having a
principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey
07974 ("Company") and NMS Communications Corporation, a Delaware corporation
having a principal place of business at 100 Crossing Boulevard, Framingham,
Massachusetts 01702-5406 ("Supplier").

     WHEREAS Company and Company's affiliated entities (defined in Article 5,
ORDERING COMPANIES as "Ordering Companies") desire to purchase from Supplier, on
an as-ordered worldwide basis, certain Equipment, Materials, and Services and to
license Software, further described below, for internal use and resale to
Company's customers and,

     WHEREAS Supplier desires to sell to Company and Ordering Companies such
Equipment, Materials, and Services and to license Software ordered from time to
time by Company or Ordering Companies in accordance with the terms and
conditions set forth below.

     NOW THEREFORE, in exchange for mutually beneficial consideration, the
sufficiency of which is hereby acknowledged, Company and Supplier agree as
follows:

     DEFINITIONS

     The following terms shall have the definitions set forth below. Any
capitalized terms herein not otherwise defined herein shall have the meaning
assigned to such term in the Asset Purchase Agreement, by and between Company
and Supplier dated October 15, 2001 ("Purchase Agreement"), or the Collateral
Agreements (as that term is defined in the Purchase Agreement).

     "Affiliate" as used in this Agreement means any company, firm, corporation,
or other legal entity established for the purpose of conducting business
("Corporation") that controls, is controlled by, or is under common control of
the Company or Supplier; provided, however, that the Company or Supplier must
own beneficially, directly or indirectly, not less than 50% of the affiliated
Corporation's voting securities. As used herein, "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such entity, whether through ownership of voting
securities or other interests, by contract or otherwise.

     "Application Software" as used in this Agreement means Supplier's ECHOSCAN
and ECHOVIEW stand-alone network management Software applications as specified
in Attachment A, EQUIPMENT, MATERIALS, SERVICES, AND SOFTWARE PRICE EXHIBIT.

     "Bundled Product(s)" as used in this Agreement means the PHV5 circuit pack
for Lucent Wireless 5ESS switches that incorporates the Object Code of the PHV5
Embedded Software.

     "Company" as used in this Agreement means Lucent Technologies Inc. or an
Ordering Company (as defined in Article 5.1) who enters into a SPA and/or issues
an Order under this Agreement.

     "End User" as used in this Agreement shall mean the entity who will use the
Equipment, Materials and/or Software for internal use and not for resale,
marketing and leasing.

     "Equipment" as used in this Agreement shall mean the Echo Cancellation and
Sound Quality Enhancement hardware and Operating System Software (including
options, accessories and attachments) as listed in Attachment A, EQUIPMENT,
MATERIALS, SERVICES, AND SOFTWARE PRICE EXHIBIT and such additional systems,
products, components, technology, hardware and software as Supplier and Company
may add to Attachment A from time to time by mutual agreement. Equipment also
includes any embedded Media that is not normally replaced except for maintenance
and repair.

<PAGE>


     "Homologation" as used in this Agreement shall mean the approval and
certification process as required by a country prior to the sale, installation,
and/or use of telecommunication products in that country, certifying that the
Equipment, Materials, and/or Software satisfies, for the purpose of selling,
installing and operating such Equipment, Materials, and/or Software in that
country: (i) the mandatory legal requirements, and/or (ii) the agreed
International Standards of Industry, and/or (iii) the country specific
standards, as such requirements or standards are applicable to such a product
intended to be sold, installed and used in that country.

     "Information" as used in this Agreement shall mean any idea, data, program,
technical, business or other intangible information, however conveyed.

     "Master Copy" as used in this Agreement means any Media containing the
Software in Object Code provided by Supplier to Company for the purpose of
producing copies of the Software in Object Code.

     "Materials" as used in this Agreement shall mean repair, maintenance or
replacement parts for Equipment; Media not embedded in Equipment; and tangible
supplies of other kinds which are for or associated with Equipment.

     "Media" or "Medium" as used in this Agreement shall mean any document,
print, tape, disc, tool, semiconductor chip or other tangible
information-conveying article.

     "Object Code" as used in this Agreement means the licensed Software in
machine-readable, compiled object code form.

     "Operating System Software" as used in this Agreement means any Software
and storage Media therefore normally furnished with or embedded in the
Equipment.

     "Order(s)" or "order(s)" as used in this Agreement shall mean Company's
written form of purchase order used for the purpose of obtaining Equipment,
Software, Services or Materials.

     "PHV5 Embedded Software" as used in this Agreement means the echo
cancellation Software that is loaded into each and every PHV5 circuit pack that
is installed in a Lucent Wireless 5ESS switch. Such Software is inactive until
an End User customer purchases its functionality, and Company then activates the
functionality at the switch level.

     "Services" as used in this Agreement shall mean the installation services,
maintenance services, training services and other services as listed in
Attachment A, EQUIPMENT, MATERIALS, SERVICES, AND SOFTWARE PRICE EXHIBIT, or any
other Services called for by any Order or specification. All other Services not
expressly listed in Attachment A shall be charged to Company at Supplier's
standard rates unless otherwise agreed in writing between the parties prior to
the initiation of such Services.

         "Software" as used in this Agreement shall mean intangible Information
constituting one or more computer or apparatus programs as specified in
Attachment A, EQUIPMENT, MATERIALS, SERVICES, AND SOFTWARE PRICE EXHIBIT and the
informational content of such programs, together with any documentation supplied
in conjunction with and supplementing such programs, the foregoing being
provided to Company by way of electronic transmission or by being fixed in Media
urnished to Company. Software shall also include all modifications and
enhancements (including all updates, upgrades and new versions) to such programs
as may be provided by Supplier to Company pursuant to this Agreement.

     "Software Source Material" as used in this Agreement means Information
consisting of all intangible source programs, technical documentation and other
information required for maintenance, modification or correction of the most
current version of the Software supplied to Company and/or its Customers.


<PAGE>


     "Special Project Agreement" or "SPA" as used in this Agreement means a
separate agreement entered into between the parties hereto referencing the terms
and conditions of this Agreement, and containing additional/differing
project-specific terms and conditions.

     "Specifications" as used in this Agreement shall mean the specifications
for the Equipment, Materials and Software as set forth in this Agreement and as
provided by Company under the Asset Purchase Agreement dated October 15, 2001,
or in the Order (provided such order is accepted by Supplier),

     "Supplier Specifications" as used in this Agreement shall mean the
Specifications for the Equipment, Materials and Software as modified by Supplier
after the Effective Date or Supplier's then current developed and published
specifications, user documentation, and other information published by Supplier
as of the date of the Order.

     "Work" as used in this Agreement shall mean the performance of any Services
(chargeable and/or non-chargeable) covered under this Agreement.

         SECTION I - OPERATIONAL TERMS

         ARTICLE 1 - TRANSITION AND IMPLEMENTATION

     1.1 Company and Supplier acknowledge that time is of the essence to
implement a smooth transition of the business to Supplier from Company without
interrupting supply and service to Company's customers and that cooperation will
be required to meet such goals. To that end, both parties agree to establish a
transition or implementation team ("Implementation Team"), which will meet in
accordance with a mutually agreed upon schedule during the first six (6) months
of the transition process or longer if needed. The following individuals will be
the parties' assigned Implementation Team leaders as of the Effective Date:

    FOR COMPANY:                                FOR SUPPLIER:

    Charles A. Sinno                            Joe Freitas

    Senior Manager                              Director of Human Resources

                                                         Tel: 508-271-1017

    Tel. / Fax:  +1-908-559-5578                         Fax: 508-271-1148

    E-mail: charlessinno@lucent.com             E-mail:  Joe_Freitas@nmss.com

     Either party may change its Implementation leader after providing written
notice to the other in accordance with Article 37, NOTICES.

     1.2 Both parties agree that appointees to the Implementation Team will have
the required expertise to successfully perform their assigned functions.

     1.3 Each party shall be entirely responsible for its own costs associated
with participating in the activities described in this Article 1.

     ARTICLE 2 - EFFECTIVE PERIOD AND TERM OF AGREEMENT

     2.1 The effective period of this Agreement shall commence on the Effective
Date and shall, except as otherwise provided in this Agreement, continue in
effect thereafter for a period of three (3) years ("Term") unless otherwise
terminated in accordance with this Agreement. The amendment or termination of
this Agreement shall not affect the obligations of Company or Supplier under any
then existing Order or

<PAGE>


SPA issued under this Agreement, but the Order or SPA shall continue in effect
as though this Agreement had not been amended or terminated, as the case may be,
and were still in effect with respect to the Order or SPA. Company shall have
the right to extend the Term for up to twelve (12) months by giving Supplier at
least ninety (90) days prior written notice.

     ARTICLE 3 - SUPPLY RELATIONSHIP

     3.1 (a) For the first three years of the Term of the Agreement, commencing
on the Effective Date, Company agrees that it shall not, FOR RESALE PURPOSES,
either

               (i) purchase stand-alone echo cancellation and sound quality
          enhancement equipment from any third parties other than Supplier, or

               (ii) license software from any third parties other than Supplier
          to provide integrated echo cancellation and sound quality enhancement
          solutions running on 5ESS switches in wireless network offerings.

          (b) Such purchases shall be made subject to the following provisions:

               (i) Company has an actual need to order such Equipment or
          Software;

               (ii) The vendor preferences of Company's end-customers do not
          preclude the use of Supplier's Equipment or Software; PROVIDED that
          such vendor preferences are not the result of Company's direction, and
          that Company does not list in its sales catalogs competitive echo
          cancellation and sound quality enhancement equipment or software for
          use with 5ESS switches in wireless network offerings; and

               (iii) Supplier's price, quality, and delivery performance for
          such Equipment and Software meet the performance criteria set forth in
          Article 17, Performance Metrics and Attachment B entitled "PERFORMANCE
          METRICS".

     3.2 Company does not commit to purchase any specific unit volume or any
specific total value of Equipment or Software.

     3.3 On a case by case basis, in order to meet the requirements of specific
end-customers, Company may purchase stand-alone echo cancellation and sound
quality enhancement equipment or license echo cancellation and sound quality
enhancement software from a third party other than Supplier.

     3.4 If Supplier refuses to accept an Order from Company which conforms to
this Agreement, for any reason, then Company may obtain echo cancellation and
sound quality enhancement equipment and/or software from third party sources to
meet its requirements.

     3.5 Company retains the ability to purchase stand-alone echo cancellation
and sound quality enhancement equipment or to license echo cancellation and
sound quality enhancement software from a third party other than Supplier for
use in a laboratory environment for evaluation, qualification, etc.

     ARTICLE 4 - MANUFACTURING SOURCING REQUIREMENTS

     4.1 Supplier commits that for the first three months of the Agreement
starting from the Effective Date it shall utilize Viasystems EMS - France
S.A.S., located in Rouen, France as one of Supplier's manufacturing sources and
repair locations. Supplier understands that Company will receive credit towards
a purchase commitment to Viasystems EMS - France S.A.S. for the dollar value of
such product purchases and repair services. Supplier agrees to be solely
responsible for managing its commercial and legal relationship with Viasystems
EMS - France S.A.S. including, but not limited to, order entry, delivery,
fulfillment, pricing and logistics. If Viasystems should, at any time during
said three (3)

<PAGE>

month period, be unable or unwilling to deliver the required
Equipment and/or Materials requested by Supplier under commercially reasonable
terms, Supplier may exercise the option to either manufacture the required
Equipment, Materials and/or Software or have the Equipment, Materials and/or
Software manufactured by a third party. Supplier must provide written notice to
Company at least five (5) days before exercising this option.

     ARTICLE 5 - ORDERING COMPANIES

     5.1 For the purpose of this Agreement, the terms "Ordering Company" or
"Ordering Companies" shall mean Company and any affiliated corporation,
partnership, venture or other entity both U.S. and foreign, a majority of whose
voting stock or ownership interest is owned directly or indirectly by Lucent
Technologies Inc. Any Ordering Company may enter into Specific Project
Agreements and/or place Orders (as defined in Article 6, SPECIFIC PROJECT
AGREEMENTS AND ORDERS) under this SA, and if so entered into or placed, Ordering
Company shall be deemed to refer to the entity that enters into or issues such a
Specific Project Agreement or Order. All provisions of this SA shall apply to
all Specific Project Agreements entered into or Orders placed by any Ordering
Company.

     5.2 Any reference herein to Company shall be deemed to refer to the
applicable Ordering Company (to the extent applicable to a SPA entered into or
an Order placed by an Ordering Company other than Company).

     ARTICLE 6 - SPECIFIC PROJECT AGREEMENTS AND ORDERS

     6.1 (a) The parties hereto contemplate that Specific Project Agreements
("SPA") may be entered into by Company or by an Ordering Company incorporating
by reference the terms and conditions of this Agreement. The parties hereto also
contemplate that Purchase Orders ("Order" or "Orders") may be placed from time
to time by Company or Ordering Companies incorporating by reference the terms
and conditions of this Agreement or, if applicable, a designated SPA.

          (b) Each such SPA and/or Order shall set forth the terms and
     conditions reflecting business requirements unique to a particular Ordering
     Company. Should there be a conflict between the terms of this Agreement and
     the terms of a SPA, the terms of the SPA shall prevail, but shall not
     otherwise modify this Agreement. If there is a conflict between the terms
     of this Agreement and the terms of an accepted Order, the terms of the
     Order shall prevail, but shall not otherwise modify this Agreement; however
     in no event shall the pre-printed terms and conditions contained on
     Company's Order(s) supplement or supersede this Agreement or any relevant
     SPA(s).

          (c) Notwithstanding any other provision of this Agreement, a SPA
     entered into or an Order placed by an international Ordering Company on
     Supplier may include terms and conditions relating to specific commercial,
     legal, and regulatory requirements particular to that country. Such terms
     and conditions would prevail for the SPA or Order upon mutual agreement of
     the parties, but shall not otherwise modify this Agreement.

     ARTICLE 7 - ENTIRE AGREEMENT

     7.1 This Agreement shall incorporate the provisions of any SPA issued
pursuant to this Agreement and the typed or written provisions on Company's
Orders issued pursuant to this Agreement and accepted by Supplier which specify
supplemental terms consistent with this Agreement relating to delivery, quantity
and such other customary terms as mutually agreed upon between parties but
excluding any pre-printed provisions and shall constitute the entire agreement
between the parties with respect to the subject matter of this Agreement. Such
SPA(s) and Order(s) shall not be modified or rescinded, except by a writing
signed by Supplier and Company. Printed provisions on the reverse side of
Company's Orders (except as specified otherwise in this Agreement) and all
provisions on Supplier's forms shall be deemed deleted. Estimates or forecasts
furnished by Company shall not constitute commitments except as specified
elsewhere in this Agreement. The provisions of this Agreement supersede all
contemporaneous oral


<PAGE>


agreements and all prior oral and written communications and understandings of
the parties with respect to the subject matter of this Agreement, provided that
the Supply Agreement is subordinate to Purchase Agreement and the Intellectual
Property Agreement in the event of conflict.

     7.2 This Agreement may be modified by agreement of both of the parties in a
written amendment ("Amendment") and such Amendment shall constitute part of this
Agreement according to its terms.

     ARTICLE 8 - SPECIFICATIONS, DRAWINGS, CHANGES & DISCONTINUANCE

     8.1 Specifications or Supplier Specifications, including drawings, covering
the Equipment, Materials, and Software described in Attachment A, are made a
part of this Agreement and incorporated in this Agreement by reference. Except
for the Equipment, Materials, and Software's technical, functional, and
performance characteristics and description, all provisions contained in such
Specifications or Supplier Specifications shall be deemed deleted.

     8.2 In accordance with the notification procedures specified in Article 37,
NOTICES, Supplier shall provide Company with at least ninety (90) days prior
written notice of any change to form, fit or function proposed to be made by
Supplier to the Specifications or Supplier Specifications of the Equipment,
Materials, and/or Software furnished under this Agreement excluding changes for
health or safety reasons, to comply with governmental regulations or to conform
to applicable standards, which changes may be made immediately without prior
written notice. All such changes must be backward compatible and provide equal
or superior performance / features / functionality to the Equipment, Materials,
and/or Software as they existed prior to making of the change. Additionally, all
necessary permits, regulatory approvals (including homologation),
type-acceptance or type-certification, electrical safety agency approvals, etc.
must be obtained by Supplier.

     8.3 Within thirty (30) days after receipt of Supplier's change
notification, Company will provide its written response to Supplier. If Company
fails to provide such written response within such period, Supplier's change
notification shall be deemed accepted. If Company, in its reasonable discretion,
does not agree to the changes proposed by Supplier, and Supplier states that
Supplier cannot continue without such changes, then Supplier shall not
discontinue accepting Orders and supplying Equipment, Materials, and/or Software
that conforms to the previous Specifications or Supplier Specifications, as
applicable, until Supplier and Company have agreed upon a mutually acceptable
transition plan that takes into account Company's existing inventory and the
embedded base of Company's customers of the Equipment, Materials, and/or
Software to be changed. If the parties cannot mutually agree on a transition
plan, then without any cost to or liability of Company, Company shall have the
right to terminate any or all Orders for Equipment, Materials, and/or Software
affected by such changes.

     8.4 If Supplier discontinues manufacture of any Equipment, Materials,
and/or Software covered under this Agreement, Supplier shall provide Company one
(1) year written, advance notification before date of discontinuation; provided
however, if Supplier offers replacement Equipment, Materials, and/or Software
which is: (i) backward compatible, (ii) equivalent in form, fit or function,
(iii) provides equal or superior performance/feature/functionality to the
Equipment, Materials, and/or Software as it existed prior to making of the
change and, (iv) has received all necessary permits, regulatory approvals
(including homologation), type-acceptance or type-certification, electrical
safety agency approvals, etc., the notification period may be shorter than one
(1) year, but in no event less than ninety (90) days. Supplier will fulfill any
Order requirements entered prior to the date of discontinuance.

     ARTICLE 9 - DOCUMENTATION

     9.1 Supplier shall furnish, at no charge and in the format specified by
Company, if available, one copy of Equipment, Materials, and/or Software
documentation for each product purchased, including such documentation to
support installation, operation and maintenance activities, and any succeeding
changes thereto, as described in the Specification, or Supplier Specifications
if applicable, and elsewhere in this Agreement. Company may use, reproduce,
reformat, modify and distribute such Product

<PAGE>

documentation; and 2) Company shall reproduce Supplier's copyright notice
contained in any documentation reproduced without change by Company. Company
shall obtain Supplier's consent to any substantive modification to Product
documentation, which consent shall not be unreasonably withheld.

     9.2 For documentation that is reformatted or modified by Company, Company
shall have the right to place only Company's own copyright notice on the
reformatted or modified documentation. It is the intent of the parties that
Company's copyright notice shall be interpreted to protect the underlying
copyright rights of Supplier to the documentation to the extent such underlying
rights are owned by Supplier.

     ARTICLE 10 -TRAINING

     10.1 Supplier will provide one free training class on Supplier's Equipment,
Materials and Software once per year for four (4) Company employees. The class
will be held at a Supplier location to be agreed upon. Training topics will
include Equipment, Materials and Software installation procedures, OA&M
practices, features and functionality, and troubleshooting. Training materials
will be revised to reflect changes in the Equipment, Materials and Software.

     ARTICLE 11 - HOMOLOGATION

     11.1 Supplier shall be responsible for all homologation requirements and
costs for Equipment, Materials, and/or Software for the countries/territories as
the parties agree in writing. These tests will include ETSI specification
approval, FCC specification approvals and required documentation to obtain above
approvals. Should for strategic reasons the Company wish to obtain homologation
approval in a country where the Supplier does not agree to provide the same,
Supplier will support Company's efforts to obtain such approval under a purchase
order the price and terms of which will be mutually agreed upon.

     ARTICLE 12 - PRICE AND PRICE REVISION

     12.1 All prices ("Prices") for the purchase of Equipment, Materials, and
Services and fees for the license of software and the maintenance of software
pursuant to this Agreement or an Order placed pursuant to this Agreement shall
be as set forth in Attachment A, EQUIPMENT, MATERIALS, SERVICES, AND SOFTWARE
PRICE EXHIBIT. Prices for additional Equipment, Materials, Services, Technology
and Software added to Attachment A after the date hereof shall be negotiated in
good faith by the parties.

     12.2 (a) All prices shall be held firm for the first six (6) months from
the Effective Date of the Agreement. Thereafter, the parties shall meet to
determine if a revision in Prices is warranted, and to establish a proposed
effective date for the revisions. Such revisions in Prices shall be based on
changes in market conditions or changes in Supplier's costs and shall be
determined by mutual agreement of the parties. Supplier shall reasonably
substantiate such changes in cost with documentation reasonably satisfactory to
Company. If the parties agree upon revised prices, then all such revised prices
shall be held firm for six (6) months from the agreed upon effective date of the
revisions, upon which time the parties shall once again meet to determine if
additional revisions in price are warranted, and to establish a proposed
effective date for the additional revisions.

          (b) If, at any time during the term of this Agreement, the parties
     fail to agree upon revised prices by the proposed effective date, Company
     shall have the right to terminate outstanding Orders with respect to all
     unshipped Equipment, Materials, and/or Software other than quantities
     theretofore manufactured, which quantities shall not be affected by the
     proposed price revision, and no further Orders will be placed against this
     Agreement. This provision shall apply only to the Equipment, Materials,
     and/or Software for which the parties were unable to agree upon revised
     prices.

     12.3 Notwithstanding any other provision of this Article 12, Company may
request Supplier to provide, on a case-by-case basis, special pricing lower than
what is set forth in Attachment A, EQUIPMENT, MATERIALS, SERVICES, AND SOFTWARE
PRICE EXHIBIT, in order to meet the requirements of specific end-customer
opportunities. Supplier agrees to give full good faith consideration to all such
requests for special

<PAGE>


pricing. Any special pricing agreed to by the parties shall be applicable only
to the specific end-customer opportunity for which it was requested.

     ARTICLE 13 - COMMITMENT SHARING

     13.1 Supplier recognizes and agrees that Company may from time to time
establish project implementation plans, which may include, but are not limited
to; milestone and delivery commitment dates to Company's customers. For such
projects that include Supplier provided Equipment, Materials, and/or Software
(collectively referred to as "product") or technical expertise, Supplier further
recognizes and agrees that Company may establish such plans and commitments
based on the reliance of written information provided by Supplier to Company
such as future product release dates, future product performance specifications,
existing product delivery dates, and other similar information; PROVIDED that
any such written information shall be provided under a cover letter signed by
Supplier's Senior VP of Sales and shall recite that such information may be
quoted by Company to its customers ("Quote"). Company and Supplier agree that
such sharing of information shall be communicated to each other in good faith.
Supplier further acknowledges that its failure to comply in accordance with the
Quote, may result in Company'S inability to fulfill its commitment(s) to its
customer(s) subsequently causing damages to Company.

     13.2 Supplier shall compensate Company for five percent (5%) of any damages
incurred by Company, but not to exceed five hundred thousand dollars ($500,000),
as a result of reliance on the Quote provided by Supplier as identified above.
Such compensation shall not limit Company's right to recover under Article 22,
EQUIPMENT AND MATERIALS WARRANTY or Article 29, SOFTWARE WARRANTY of this
Agreement.

     ARTICLE 14 - SUPPORT OF PRIOR OBLIGATIONS

     14.1 (a) Supplier acknowledges that, prior to Supplier's separation from
Company, certain on-going obligations were made by Company to Company's
end-customers with respect to the Equipment, Materials, and Software that are
now owned by Supplier. Such obligations include, but are not limited to,
obligations regarding pricing, warranty, discontinued availability of product,
and continuing availability of maintenance, replacement, and repair parts (all
referred to as "Prior Obligations").

          (b) Supplier further acknowledges that such Prior Obligations may be
     under terms less favorable to Company than the terms that Company has
     otherwise agreed to with Supplier for similar obligations covered under
     this Agreement.

          (c) Upon receipt of written request by Company, Supplier agrees to
     give full consideration to requests for special terms and to negotiate
     in good faith with Company to mutually agree upon a SPA to address
     specific on-going Prior Obligations.

     ARTICLE 15 - BENCHMARKING

     15.1 On a periodic basis, at Company's option (but not more frequently than
once per Quarter), Supplier and Company shall undertake to benchmark prices,
quality and service performance for the Equipment, Materials, and Software,
purchased by Company under this Agreement. The purpose of this benchmarking
exercise is to keep contract and industry prices, service and quality levels
appropriately aligned. The Equipment, Materials, and Software benchmarked shall
be the Equipment, Materials, and Software codes that apply to Mercury I and II,
Sonata III and Symphony products purchased by Company. Supplier and Company
shall review such benchmark information and, if Supplier's prices, quality,
delivery and/or other performance criteria are found to be out of alignment with
the industry benchmarks, Supplier shall develop a plan of action for improving
the identified Equipment, Materials, and Software prices, quality and
performance deficiencies as a result of the benchmarking exercise within thirty
(30) days of the date in which the Benchmark information was provided to
Supplier. Company shall not conduct such Benchmarking activity during the first
six months of the Agreement starting from the Effective Date.

<PAGE>


     15.2 In addition to the benchmarking effort described in Article 15.1
above, Supplier agrees to participate in any benchmarking exercise conducted by
Company or Company's representative that objectively compares Supplier's cost of
conducting business with other companies in the echo cancellation and sound
quality enhancement industry that provide like products and services to the
marketplace.

     ARTICLE 16 - QUALITY

     16.1 Supplier agrees to ensure continued quality improvement in the
Equipment, Materials, and/or Software covered under in this Agreement. Supplier
will demonstrate a commitment to a quality improvement process by ensuring that
all operations, including sub-contractors and contract manufacturers, which
contribute to the design, development, production, testing, delivery,
installation and service of the Equipment, Materials, and/or Software, are at
all times in compliance with ISO 9001/2 quality system standards.

     16.2 Upon reasonable advance written notice (but not more frequently than
once per Quarter), Supplier shall permit a representative of Company to examine,
at Company's expense, the processes of all design, manufacturing and testing
operations which contribute to the design, development, production, testing,
installation and service of the Equipment, Materials, and/or Software, and to
examine Supplier's records relating to the Equipment, Materials, and/or
Software, and to perform or witness any test or inspection believed necessary to
verify conformance with these processes or products.

     16.3 Supplier shall permit Company to undertake a Quality System Audit
(QSA) from time to time and Supplier shall ensure that it attains and maintains
a rating of "acceptable" from Company in respect of all elements of this audit.
For the purposes of this clause, "acceptable" means that in Company's reasonable
opinion Supplier meets the general intent of the ISO 9001/2 quality system
standards and that these standards are implemented fully, without any
significant deficiencies, so as to maintain product quality. Company shall not
unreasonably withhold a rating of "acceptable".

     16.4 Supplier shall continuously monitor and record the number and rate of
defects in the Equipment, Materials, and/or Software, and the number and rate of
complaints received by Supplier from its customers, and it shall use that
information to maintain and continuously improve the quality of the Equipment,
Materials, and/or Software.

     ARTICLE 17 - PERFORMANCE METRICS

     17.1 Supplier's price, quality and delivery performance shall be measured
in accordance with the metrics ("Performance Metrics") that are described in
Attachment B, which is attached hereto and made part of this Agreement. Supplier
recognizes that the measurable Performance Metrics as described in Attachment B
represent Company's current minimum performance requirements, as experienced by
Company as of the Effective Date, and agrees to the consequences of not meeting
such defined minimum requirements as described in Article 39, DEFAULT RESOLUTION
PROCESS. The Performance Metrics may be revised periodically by the parties'
mutual agreement with the objective of continuous performance improvement.

     ARTICLE 18 -PERFORMANCE REVIEW PROCESS

     18.1 Company and Supplier will participate in Performance Reviews on a
quarterly basis, or as frequently as agreed by Supplier and Company, for the
purpose of reviewing the following information:

     A) Transitional / Implementation related issues impacting Supplier or
Company

     B) Market Conditions and Industry Trends

<PAGE>



     C) Supplier's current and projected global manufacturing capacity plans and
Company's current and projected global Equipment, Materials, Software, and
Services requirements (including a projected 12 month demand forecast)

     D) Current Equipment, Materials, and Software Pricing

     E) Supplier performance against Company operational Performance Metrics

     F) Open Corrective Action Plans if applicable

     G) Supply Line issues / Inventory status

     H) Electronic Commerce engagement

     18.2 The specific details (meeting dates and places, planning horizons,
data requirements, etc.) for these quarterly management review meetings will be
agreed to between the respective parties within sixty (60) days of the Effective
Date of this Agreement.

     18.3 Each party shall be entirely responsible for its own costs associated
with participating in the activities described in Article 18.1.

     ARTICLE 19 - ELECTRONIC COMMERCE

     19.1 (a) Supplier and Company agree that they will work diligently to
jointly implement and utilize electronic means to transmit Orders, Order
acknowledgments, Order changes, invoices, electronic funds transfer, ship
notices, or such other communications as may be agreed upon by Supplier and
Company for the exchange of Information under this Agreement ("Electronic
Commerce"). Such Electronic Commerce shall also include the capability of
transmitting and receiving the above referenced items by means of Internet
communications. The time frame and appropriate method(s) to implement such
Electronic Commerce shall be mutually agreed upon by the parties within 90 days
from the Effective Date of this Agreement.

          (b) Supplier may not refuse to accept any Ordering Company's Order
     that is not entered via Electronic Commerce.

     19.2 Supplier shall use good faith efforts to establish within 6 months
after the Effective Date, at Supplier's expense, appropriate measures (including
but not limited to fire walls) to ensure all Supplier's and Company's
Information related to Company's business activities under this Agreement can
only be accessed by Supplier and Company and third parties permitted by
Supplier.

     ARTICLE 20 - EMERGENCY SERVICE

     20.1 Within one hundred and eighty (180) days from the effective date of
this Agreement, Supplier will furnish and use a written plan of action
("Emergency Backup Plan"), which will be attached hereto as Attachment C, in
case of an unforeseen catastrophe, including a Force Majeure Condition, or any
other condition in which Supplier will be unable to produce and ship Equipment,
Materials and/or Software to meet Company's requirements for fifteen (15) days.
The Emergency Backup Plan will identify Supplier's secondary source to obtain
Equipment, Materials and/or Software and include the estimated time for the
implementation of such Emergency Backup Plan.

     20.2 In the event the Emergency Backup Plan fails its essential purpose,
the Company may at its option, either (a) terminate, at no charge, the
applicable Order(s) [with respect to the Equipment, Materials and/or Software
identified in the Order(s) and affected by such delay or failure] in accordance
with Article 70, FORCE MAJEURE; (b) exercise its rights under Article 35,
MANUFACTURING RIGHTS; and/or (c) exercise any other rights and remedies it may
have, pursuant to this Agreement and at law or at equity.

<PAGE>


     20.3 Supplier shall use all commercially reasonable efforts to assist
Company in obtaining components and equipment compatible with the Equipment in
the event of an emergency.

     ARTICLE 21 - EPIDEMIC CONDITIONS

     21.1 Notwithstanding any other provision of this Agreement, if during the
Term of this Agreement and for one (1) year after the last shipment date of
Equipment and/or Materials under this Agreement, Company notifies Supplier that
Equipment and/or Materials shows evidence of an "Epidemic Condition," Supplier
shall prepare and propose a Corrective Action Plan ("CAP") with respect to such
Equipment and/or Materials within ten (10) working days of such notification,
addressing implementation and procedure milestones for remedying such Epidemic
Condition(s). An extension of this time frame is permissible upon mutual written
agreement of the parties.

     21.2 Upon notification of the Epidemic Condition to Supplier, Company shall
have the right to postpone all or part of the shipments of unshipped Equipment
and/or Materials in the affected category, by giving written notice of such
postponement to Supplier, pending resolution of the Epidemic Condition. Such
postponement shall temporarily relieve Supplier of its shipment liability and
Company of its shipment acceptance liability.

     21.3 Should Supplier not agree to the existence of an Epidemic Condition or
should Company not agree to the CAP, then Company shall have the right to
suspend all or part of its unshipped Orders without liability to Company until
such time as a mutually acceptable solution is reached.

     21.4 An Epidemic Condition will be considered to exist when one or more of
the following conditions occur:

          (a) Failure reports or statistical samplings show one percent (1%) of
     Equipment and/or Materials installed or of Equipment and/or Materials
     shipped during any two (2) consecutive months exhibit a highly
     objectionable symptom (such as emissions of smoke, loud noises, deformation
     of housing) or other disconcerting symptoms of this type.

          (b) Failure reports or statistical sampling show one or more instances
     of Equipment and/or Materials tracked by Company to contain a potential
     safety hazard (such as personal injury or death, fire, explosion, toxic
     emissions, etc.).

          (c) Return rate data indicated that the observed Mean Time Between
     Failures (MTBF) is not meeting the predicted MTBF as set forth in
     Attachment A for each product. Predicted MTBF shall be calculated using one
     of the industry recognized standards as mutually agreed upon by the
     parties. When periodic monitoring of the field data shows that a circuit
     pack's MTBF is not being met, it is required that the supplier report that
     condition. Also at the same time the supplier shall perform a 90%
     confidence interval analysis of the field data and determine if that meets
     the prediction. If not, then this constitutes an Epidemic Condition.

          (d) Equipment and/or Materials Dead on Arrival ("DOA") failures exceed
     one percent (1 %). For the purpose of this Agreement, DOA shall be defined
     as any Equipment and/or Materials that during testing, installation, or
     upon its first use fails to operate in accordance with the Specification.
     Visual / mechanical / appearance DOA is defined as any Equipment and/or
     Materials containing one or more major defects that would make the
     Equipment and/or Materials unfit for use or installation.

     21.5 Only major functional and visual/mechanical/appearance defects are
considered for determining Epidemic Condition. Equipment and/or Materials could
be either sampled or, a Company's option, 100% audited at Company's or
Supplier's warehouses, factories or Company's customers' locations. If Equipment
and/or Materials is sampled, the data must have 95% or better statistical
confidence.

<PAGE>


     21.6 An Epidemic Condition shall not include failures due to Company
supplied design, documentation, or instruction.

     21.7 In the event that Supplier develops a remedy for the defect(s) that
caused the Epidemic Condition and Company agrees in writing that the remedy is
acceptable, Supplier shall:


          (a) Incorporate the remedy in the affected Equipment and/or
     Materials in accordance with the Article 8, SPECIFICATIONS, DRAWINGS,
     CHANGES, & DISCONTINUANCE.

          (b) Ship all subsequent Equipment and/or Materials incorporating the
     required modification correcting the defect(s) at no additional charge to
     Company; and

          (c) Repair and/or replace returned Equipment and/or Materials that
     caused the Epidemic Condition. Supplier shall reimburse Company for all
     reasonable direct costs it incurs for removing and returning such Equipment
     and/or Materials that caused the Epidemic Condition and for re-installing
     such repaired and/or replaced Equipment and/or Materials. Supplier shall
     bear risk of in transit loss and damage for such repaired and/or replaced
     Equipment and/or Materials.

     21.8 Supplier and Company shall mutually agree in writing as to the
remedy's implementation schedule. Supplier shall use commercially reasonable
efforts to implement the remedy in accordance with the agreed-upon schedule.

     21.9 If Supplier is unable to remedy an Epidemic Condition, as reasonably
agreed by the parties in good faith, Company may: (1) develop and implement such
remedy and, in such case, implementation costs and risk of in-transit loss shall
be borne by Supplier, and/or (2) cancel Orders without liability and return all
Equipment and/or Materials within the lot covered by such Epidemic Condition for
full refund, payable by Supplier within thirty (30) days after receipt of
returned Equipment and/or Materials (with risk of loss or in-transit damage
borne by Supplier), and notwithstanding any other provision of this Agreement or
the Asset Purchase Agreement, Company shall be able to obtain functional
equivalents to the affected Equipment or Materials from alternate sources until
such time as Supplier provides a remedy for the Epidemic Condition.

     21.10 Should more than one (1) Epidemic Condition occur in any consecutive
twelve (12) month period for a given product (e.g. MERCURY, SONATA III, etc.),
which Supplier is unable to remedy in accordance with the agreed upon Corrective
Action Plan, then in addition to any other remedies available to it under this
Agreement, Company shall be released from its obligations to Supplier under
Article 3.1(a) for such product for the remainder of the Term of the Agreement
with no liability.

     21.11 Notwithstanding Supplier's obligations pursuant to this Article 21,
Supplier's liability shall not apply to Equipment or Materials acquired from
inventory as of the Effective Date or Equipment and/or Materials manufactured
using Company Specifications and manufacturing processes in effect as of the
Effective Date.

     ARTICLE 22 - EQUIPMENT AND MATERIALS WARRANTY

     22.1 Supplier warrants to Company that Equipment and/or Materials furnished
will be new and free from defects in material and workmanship and will, as
applicable, conform to and perform in accordance with the Specifications, to the
extent such Equipment and/or Material was in conformance with the Specifications
prior to the Effective Date, and with any Supplier Specifications as may be
applicable. These warranties extend to the future performance of the Equipment
and/or Materials and shall continue for the longer of (i) two (2) years after
the Equipment and/or Materials is shipped to Company or (ii) such greater period
as may be mutually agreed upon by the parties in a SPA or Order.

     22.2 If Equipment and/or Materials furnished contain manufacturers'
warranties, Supplier hereby assigns such warranties to Company and its
customers, provided such warranties are assignable

<PAGE>


          22.3 THIS ARTICLE INTENTIONALLY LEFT BLANK.

          22.4 Equipment and/or Materials not meeting the warranties will be, at
     Supplier's option either:

               (i) returned to Supplier for refund (if not repairable or
          replaceable);

               (ii) repaired by Supplier within forty-five (45) business days of
          receipt of defective Equipment and/or Materials at no cost to Company
          or its customers and with transportation costs and risk of loss and
          damage in transit borne by Supplier; or

               (iii) replaced by Supplier within forty-five (45) business days
          of receipt of defective Equipment and/or Materials at no cost to
          Company or its customers and with transportation costs and risk of
          loss and damage in transit borne by Supplier;

     22.5 Repaired and replacement Equipment and/or Materials shall be warranted
for the remaining days of the initial warranty period or for three (3) months
following Supplier's repair or replacement date, whichever is longer.

     22.6 Supplier also warrants to Company that Services will be performed in a
first class, workmanlike manner.

     22.7 With the exception of installation services, any Services not meeting
the warranties will be, at Company's option, subject to refund or re-performed
by Supplier within a commercially reasonable period after receipt of
notification by Company at no cost to Company or its customers. Installation
services will be re-performed by Supplier at no cost to Company or its customers
within twenty-four (24) hours after receipt of notification by Company.All
warranties shall survive inspection, acceptance and payment.

     22.8 The warranties in this Article 22 shall not apply to defects
attributable to:

               (i) modification of Equipment or Material by persons other than
          Supplier;

               (ii) accident, neglect, misuse, reverse engineering or abuse;

               (iii) exposure to conditions outside the range of the
          environmental, power or operating specifications provided by Supplier.

     ARTICLE 23 - EXCLUSIVE WARRANTIES

THE EQUIPMENT AND MATERIALS WARRANTIES IN ARTICLE 22 AND THE SOFTWARE WARRANTIES
IN ARTICLE 29 ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

     ARTICLE 24 - EQUIPMENT AND MATERIALS REPAIRS NOT COVERED UNDER WARRANTY

     24.1 In addition to Supplier's repair and replacement obligations set forth
in Article 22, EQUIPMENT AND MATERIALS WARRANTY Supplier further agrees to make
available repair and replacement services for Equipment and/or Materials during
the Term of this Agreement and for an additional five (5) years after the
discontinued availability date of the applicable product(s). Supplier shall
maintain a repair interval as specified in Attachment D, REPAIR PROCEDURES.

     24.2 Equipment and/or Materials to be repaired in accordance with this
Article 24 must be returned to a Supplier designated location. Unless otherwise
mutually agreed upon, Supplier shall ship the

<PAGE>

repaired Equipment and/or Materials, to the appropriate location as shown on the
Company repair Order according to the repair interval defined in Attachment D,
REPAIR PROCEDURES. If Supplier is unable to meet the specified repair interval,
Supplier shall immediately notify Company.

     24.3 If Equipment and/or Materials are returned to Supplier for repair as
provided for in this Article 24 and Supplier determines that the Equipment
and/or Materials are beyond repair, Supplier shall promptly notify Company
within two (2) working days. Upon Company's request, Supplier shall sell to
Company, replacement Equipment and/or Materials at the then current contract
price, or if no such contract price exists, at a price agreed upon by Supplier
and Company.

     24.4 It is expressly understood and agreed to by Supplier that this
Agreement does not grant Supplier an exclusive privilege or right to repair or
replace any or all of Equipment and/or Materials purchased under this Agreement.
Company is afforded the right and is entitled to perform the repairs or Company
may elect to contract with other suppliers for the required repair or
replacement services. In addition to the above provisions, Supplier authorizes
Company, and any qualified service provider with whom Company may contract with,
to perform repairs on all Equipment and/or Materials purchased under this
Agreement. This Article 24.4 shall only apply to Equipment / Materials not
covered under warranty.

     24.5 Company will be responsible for all round trip transportation costs
for out of warranty Equipment and/or Materials returned for repair. Company
shall assume the risk of loss and damage from Company's dock to Supplier's dock,
and Supplier shall assume the risk of loss and damage from Supplier's dock to
Company's dock for Equipment and/or Materials returned to Company.

     24.6 Supplier agrees to promptly notify Company and obtain Company's
approval for all repair costs prior to Supplier performing any such repair
services. Prices for repair services performed by Supplier under this Article 23
shall be based upon prices agreed to by Supplier and Company or, if no such
agreed prices exist, at Suppler's standard out of warranty pricing. Supplier's
invoices for repair services hereunder will be paid in accordance with Article
48.1.

     24.7 Equipment and/or Materials repaired under the provisions of this
Article 24 shall be warranted for three (3) months following Supplier's repair
date.

     ARTICLE 25 - REPAIR PROCEDURES

     25.1 Supplier shall adhere to the repair procedures and repair intervals
for Company's Equipment and/or Materials set forth in Attachment D, REPAIR
PROCEDURES.

     ARTICLE 26 - CONTINUING AVAILABILITY OF MAINTENANCE, REPLACEMENT AND REPAIR
PARTS

     26.1 Supplier agrees to offer for sale to Company, during the term of this
Agreement and make available until five (5) years after the discontinued
availability date of the applicable product(s), maintenance, replacement, and
repair parts ("Parts") for the Equipment and/or Materials covered by this
Agreement at the price set forth in Supplier's then current agreement with
Company for said Parts or, if no such agreement exists, at a price agreed upon
by Company and Supplier. If the parties fail to agree on a price, the price
shall be a reasonably competitive price for said Parts at the time for delivery.
All Parts will be backward compatible, have the same form, fit and function and
provide equivalent or superior performance / features / functionality. These
Parts shall be warranted as set forth in Article 22, EQUIPMENT AND MATERIALS
WARRANTY.

     26.2 In the event Supplier fails to supply such Parts or Supplier is unable
to obtain another source of supply for Company, then such failure or inability
shall be considered noncompliance with this Article 26 and Supplier shall,
without obligation of or charge to Company, provide Company with the technical
information, technical support and any other rights required so that Company, or
Company's customers can manufacture, have manufactured, or obtain such Parts
from other sources.

<PAGE>

     26.3 The technical information includes, by example, and not by way of
limitation: (a) manufacturing drawings and specifications of raw materials and
components comprising such Parts, (b) manufacturing drawings and specifications
covering special tooling and the operation thereof, (c) a detailed list of all
commercially available Parts and components purchased by Supplier on the open
market disclosing the Part number, name and location of the supplier and price
lists for the purchase thereof, (d) one complete copy of the source code used in
the preparation of any software licensed or otherwise acquired by Company from
Supplier under this Agreement plus any technical support reasonably required to
interpret and utilize such source code and, (e) licenses necessary to execute or
manipulate the source code.

     ARTICLE 27 - OPERATING SYSTEM SOFTWARE

     27.1 The term "Equipment" includes any Software and storage media therefore
normally furnished with or embedded in the Equipment. For the life of the
Equipment listed in this Agreement, Supplier grants to Company and any
subsequent purchaser, lessee or other end user (referred to collectively in this
clause as "end user") a non-exclusive license to use said Software on the
Equipment on which it was delivered. Company and any subsequent end user may
copy the Software for use on such Equipment with which it was originally
delivered and for archival purposes, but shall not knowingly reproduce the
original Software for distribution to others, using the same degree of care as
it normally exercises to protect its own information, but not less than
reasonable care.

     ARTICLE 28 - SOFTWARE LICENSE GRANT

     28.1 Company shall have a perpetual, irrevocable, non-exclusive, worldwide,
transferable license to:

          (a) Use, reproduce and sub-license all Application Software furnished
     to Company by Supplier under this Agreement. Company will not reverse
     compile or disassemble the Application Software, nor will Company reproduce
     the Application Software for the purpose of furnishing it to others, except
     as authorized in this Agreement.

          (b)

               (i) Incorporate the Object Code of the PHV5 Embedded Software
          into the PHV5 circuit packs for Lucent Wireless 5ESS switches to
          create a Bundled Product;

               (ii) reproduce and have reproduced the Object Code of the PHV5
          Embedded Software as incorporated in a Bundled Product as needed for
          backup or archival purposes; and

               (iii) reproduce, have reproduced, and sub-license to End User
          customers the Object Code of the PHV5 Embedded Software as
          incorporated in a Bundled Product.

     28.2 The provisions of this clause do not apply to Operating System
Software. The provisions of Article 27, OPERATING SYSTEM SOFTWARE shall apply to
such Software.

     ARTICLE 29 - SOFTWARE WARRANTY

     29.1 Supplier warrants to Company and its customers all of the following:

          (a) The Software will be free from significant errors, will conform to
     and perform in accordance with the Specifications, to the extent such
     Software was in conformance prior to the Effective date, or Supplier
     Specifications, when applicable and will function properly. The Media
     conveying the Software will be free from material defects. The Software
     will be compatible with and may be used in conjunction with other Software
     as described in the Specifications, to the extent such Software was

<PAGE>

     compatible as of the Effective Date, or Supplier Specifications, when
     applicable. If an Order states that the Software is to be used in
     conjunction with certain computer hardware equipment, the Software shall be
     compatible with that equipment. The foregoing warranties extend to the
     future performance of the Software. For Application Software, the foregoing
     warranties shall commence upon the date of shipment of Application Software
     to Company and will continue for a period of six (6) months. For PHV5
     Embedded Software, the foregoing warranties shall commence upon the date of
     shipment of the Bundled Product and will continue for a period of two (2)
     years. Supplier shall make available an extended warranty period to Company
     as it generally offers to its customers for an additional charge.

          (b) There are no copy protection or similar mechanisms within the
     Software, which will, either now or in the future, interfere with the
     grants made in this Agreement or an Order.

          (c) THIS ARTICLE INTENTIONALLY LEFT BLANK.

          (d) Supplier has full right, power and authority to license the
     Software to Company and its customers as provided in this Agreement or an
     Order.

          (e) If during the warranty period and so long as Company has paid any
     applicable fee for annual Services, the Software, or any portion thereof,
     fails to meet the warranties, Supplier will correct warranted errors,
     defects and nonconformities and restore the Software to conforming
     condition at no additional cost to Company. Corrected Software shall be
     warranted as set forth in this clause.

          (f) To the best of Supplier's knowledge the Software does not contain
     any malicious code, program, or other internal component (e.g. computer
     virus, computer worm, computer time bomb, or similar component), which
     could damage, destroy, or alter Software, firmware, or hardware or which
     could, in any manner, reveal, damage, destroy, or alter any data or other
     information accessed through or processed by the Software in any manner.
     Supplier shall immediately advise Company, in writing, upon reasonable
     suspicion or actual knowledge that the Software provided under this
     Agreement or an Order may result in the harm described above. Supplier
     shall indemnify and hold Company and its customers harmless from any damage
     resulting from the harm described above, provided that Supplier knew or
     reasonably should have known about the malicious code, program, or other
     component which could damage, destroy, or alter the Software.

          (g) All warranties shall survive inspection, acceptance and payment.

     ARTICLE 30 - SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION

     30.1 Supplier shall, at Company's request, enter into an Escrow Agreement
using the format defined in Attachment E to safeguard Software Specifications or
Supplier Specifications for Software, as applicable, and source program at any
time during the duration of this Agreement. Both parties shall negotiate in good
faith such Escrow Agreement in which Supplier shall agree to deposit, with a
third party escrow agent of Supplier's choice, the Software Source Material and
sufficient documentation to support the Software as described on Attachment E.
Supplier shall update the deposit for each major release of Software but not
less than annually.

     ARTICLE 31 - END USER CUSTOMER SUPPORT FOR SOFTWARE

     31.1 Company shall establish a procedure to provide "Tier One Support" to
its End User customers. Tier One Support shall include: (i) direct response to
End User customer inquiries with respect to inquiries concerning performance,
functionality or operation of the Software; (ii) direct response to End User
customer with respect to performance deficiencies; (iii) diagnosis of the
performance or deficiencies; and (iv) problem resolution.

     31.2 If after using commercially reasonable efforts, Company is unable to
diagnose or resolve any problems or performance deficiencies for its End User
customer, Company shall contact Supplier for

<PAGE>

"Tier Two Support" and Supplier shall provide Tier Two Support to End User
customers as described herein.

     31.3 Supplier shall establish and maintain the organization and processes
to provide Tier Two Support for the Software sub-licensed to End User customers.
Tier Two Support shall include, but not be limited to: (i) diagnosis of the
performance problems or deficiencies and (ii) problem resolution. Tier Two
Support shall be provided primarily through telephone support.

     31.4 For so long as Company is current in the payment of maintenance fees
required under Article 32, SOFTWARE MAINTENANCE, Company shall have the right,
at no additional charge, to copy and distribute to its End User customers all
Software Updates and Upgrades with associated Documentation.

     ARTICLE 32 - SOFTWARE MAINTENANCE

     32.1 Supplier shall maintain the Software as specified in Attachment F in
accordance with the fees set forth in Attachment A. Company may renew
maintenance for an annual fee as specified in Attachment A. No maintenance shall
be renewed without authorization of Company and all renewals shall not exceed
one year.

     32.2 Subject to the payment of the maintenance fees by Company, Supplier
agrees to provide Maintenance Services to Company for at least two (2) years
after the date of discontinuance on versions of the Software that Supplier has
discontinued to all of its customers.

     ARTICLE 33 - SOFTWARE REPORTS AND AUDITS

     33.1 Company shall keep complete and accurate books and records relating to
the distribution of PHV5 Embedded Software which is subject to payment of a
royalty hereunder and shall provide Supplier with a report within thirty (30)
days of the end of each calendar quarter setting out the number of Bundled
Products distributed in which the PHV5 Embedded Software is activated and such
other information as Supplier may from time to time reasonably require in the
format and media from time to time specified by Supplier. Company shall maintain
such books and records for a period of two (2) years after termination of this
Agreement. Company shall permit Supplier's independent financial accounting firm
to examine and audit these books and records at all reasonable times (but not
more than once in any six month period) per written request from Supplier;
subject to such accounting firm entering into a written confidentiality
agreement with Company that limits disclosure of information to Supplier to the
minimum amount required by such accounting firm to meet its obligations to
Supplier. The cost of such an audit will be borne by Supplier.

     ARTICLE 34 - SOFTWARE ROYALTY PAYMENTS

     34.1 As specified in Article 33, SOFTWARE REPORTS AND AUDITS, Company shall
provide Supplier with a report within thirty (30) days of the end of each
calendar quarter setting out the number of Bundled Products distributed in which
the PHV5 Embedded Software is activated. Upon receipt of such report from
Company, Supplier shall remit to Company an invoice for Software royalty
payments due. Royalty payments due shall be calculated by multiplying the number
of Bundled Products distributed in which the PHV5 Embedded Software is activated
multiplied by the license fee per unit as set forth in Attachment A.

     34.2 All royalty payments due to Supplier shall be made in accordance with
Article 48, PAYMENT TERMS.

     ARTICLE 35 - MANUFACTURING RIGHTS

     35.1 If Supplier should, at any time during the Term of this Agreement, be
either

<PAGE>


               (i) unwilling to deliver the required Equipment and/or Materials
          ordered by Company and accepted by Supplier within the committed
          time-frames; or

               (ii) unable to deliver the required Equipment and/or Materials
          ordered by Company and accepted by Supplier within the committed
          time-frames, for reasons other than performance failures of Supplier's
          Contract Manufacturer(s); then

     Company shall have the right to obtain the required Equipment and/or
Materials directly from Supplier's Contract Manufacturer(s). Notwithstanding the
foregoing, Company shall have no such rights under this Article 35 (i) if
Supplier's unwillingness or inability to deliver is based on bona fide concerns
about Ordering Company's ability or willingness to make proper payment hereunder
and (ii) until Company shall have followed the Dispute Resolution Process under
Article 38.

     35.2 If Supplier should, at any time during the Term of this Agreement, be
unable to deliver the required Equipment and/or Materials ordered by Company and
accepted by Supplier within the committed time-frames due to performance
failures of Supplier's Contract Manufacturer(s), then Supplier shall engage its
Emergency Backup Plan as described in Article 20, EMERGENCY SERVICE in order to
obtain the required Equipment and/or Materials from its secondary source(s).

     35.3 Should Supplier be unable to provide the required Equipment and/or
Materials from its secondary source(s), and should Company be unable to obtain
functionally equivalent Equipment and/or Materials from other Suppliers in the
commercial marketplace, then Company may exercise the option to either
manufacture the required Equipment and/or Materials or have the Equipment and/or
Materials manufactured by a third party to satisfy any outstanding requirements
Company has with its customers, until such time as Supplier is able to provide
the required Equipment and/or Materials.

     35.4 If Company exercises its option to either manufacture the required
Equipment and/or Materials or to have the Equipment and/or Materials
manufactured by a third party, Supplier hereby grants to Company a
non-revocable, non-exclusive, royalty-freebearing, non-transferable license
under Supplier's technology and information, and intellectual property rights
therein, necessary for Company, or a third party sublicensee, to manufacture in
a timely manner Equipment and/or Materials for Company. Such technology and
information shall include Specifications or Supplier Specifications, as
applicable,, drawings, schematics, software in source code form, test programs,
parts list, engineering notes, process instructions, and any other information
necessary to manufacture, test, and repair the Equipment and/or Materials
(hereinafter referred to as "Technology"). Ownership of the Technology shall
remain with the Supplier.

     35.5 Supplier also agrees to sell to Company any special tooling, test
equipment or material that Supplier owns and is uniquely required to either
manufacture the Equipment and/or Materials or to have the requested Equipment
and/or Materials manufactured elsewhere. Prices charged by Supplier to Company
for such tooling, test equipment or material shall not exceed Supplier's actual
incurred cost less any applicable depreciation.

     35.6 Company's rights under this Article 35 shall cease with respect to a
particular failure to deliver if and when Supplier has substantiated its ability
to make delivery of the required Equipment and/or Materials ordered by Company
within the committed time-frames.

     ARTICLE 36 - AUDIT

     36.1 Supplier shall maintain accurate and complete records including, but
not limited to, a physical inventory, if applicable, of all: (i) costs incurred
under this Agreement which may affect: a) verification, re-determination, or
revision of prices under this Agreement; b) termination charges payable by
Company under this Agreement; c) all costs incurred for tooling under this
Agreement; d) quality conformance efforts; e) conformance or compliance efforts
with approved manufacturing processes and adherence to Company's specifications;
f) inventory used to manufacture Equipment and Materials;

<PAGE>

g) conformance with engineering specifications, h) volumes purchased and
purchase prices for all raw materials procured in the performance of this
Agreement, and (ii) at Company's option, for environmental audit purposes, all
applicable records and access to facilities impacting the life cycle of any
Equipment and Materials manufactured under this Agreement.

     36.2 These records shall be maintained in accordance with recognized
commercial accounting practices so they may be readily reviewed and shall be
held until costs and conformance to terms of this Agreement have been finally
determined and payment or final adjustment of payment or the necessary
corrective action has been taken.

     36.3 Supplier shall permit Company's independent financial accounting firm
to examine and audit these records and all supporting records at all reasonable
times (but not more than once in any six month period) per written request from
Company; subject to such accounting firm entering into a written confidentiality
agreement with Supplier that limits disclosure of information to Company to the
minimum amount required by such accounting firm to meet its obligations to
Company. The primary purpose of such Audits will be for (a) verification,
re-determination, or revision of prices under this Agreement; or (b)
verification of termination charges payable by Company under this Agreement.
Audits shall be made not later than two (2) calendar year(s) after the (a) final
delivery date of Equipment, Materials, and/or Software ordered or completion of
Services rendered or two (2) calendar year(s) after expiration date of this
Agreement, whichever comes later.

     ARTICLE 37 - NOTICES

     37.1 Any notice or demand which under the terms of this Agreement, Order or
under any statute must or may be given or made by Supplier or Company shall be
in writing and shall be given or made by confirmed facsimile, or similar
communication or by certified or registered mail addressed to the respective
parties as follows:

                  COMPANY:                     SUPPLIER:

         Lucent Technologies Inc.              NMS Communications

         1960 Lucent Lane, Rm 9F-121           100 Crossing Boulevard

         Naperville, IL  60566-7217            Framingham, MA  01702-5406

         Attn:   William A. Grabow             Attn:   Dianne Callan

         Manager, SCN                          VP and General Counsel

         Fax:  630-857-2383                    Fax:  508-271-1177

         E-mail:  BGRABOW@LUCENT.COM           E-mail:  DIANNE_CALLAN@NMSS.COM
                  ------------------                    ----------------------

     37.2 The effective dates of such notice shall be (1) upon evidence of
successful facsimile transmission, or (2) five days following the date mailed
for certified or registered letters and two days following the date mailed for
overnight letters, or (3) when delivered, if in person. The above addresses may
be changed at any time by giving prior written notice as above provided.

     ARTICLE 38 - DISPUTE RESOLUTION

     38.1 If an unresolved dispute arises out of, or relates to, this Agreement
or Order placed pursuant to this Agreement or its breach, upon receipt of
written notice outlining such dispute or breach, the respective senior
management representatives designated below shall be provided written notice
requesting immediate resolution to such dispute prior to such dispute being
submitted to mediation. The length of

<PAGE>


time to resolve such dispute shall be as defined in the written notice, provided
such length of time is reasonable. Supplier shall provide a copy of such notice
to the Ordering Companies' representative identified in the Order being
disputed.

  COMPANY'S SR. MGMT. REPRESENTATIVE         SUPPLIER'S SR. MGMT. REPRESENTATIVE

  Joe Carson                                 Robert E. Hult

  Vice President, Supply Chain Networks      Senior VP Finance and Operations

  200 Lucent Lane, Room NW206B               100 Crossing Boulevard

  Cary, NC  27511                            Framingham, MA  01702-5406

  Fax:  919-463-3505                         Fax:  508-271-1177

  E-mail:  JWCARSON@LUCENT.COM               E-mail:  BOB_HULT@NMSS.COM
           -------------------                        -----------------

     38.2 Senior management of either party may, upon notice and within five (5)
business days of receipt of a notice from the other party elect to utilize a
non-binding resolution procedure whereby each presents its case before a panel
consisting of two senior executives of each of the parties and, if such
executives can agree upon such an individual, a mutually acceptable neutral
advisor. If a party elects to use the procedure set forth in this clause, the
other party shall participate. The hearing shall occur no more than ten (10)
business days after a party serves notice to use the procedure set forth in this
clause. If the matter cannot be resolved by such senior executives, the neutral
advisor, if one has been agreed upon, may be asked to assist such senior
executives in evaluating the strengths and weaknesses of each party's position
on the merits of their dispute. The parties shall each bear their respective
costs incurred in connection with the procedure set forth in this clause, except
that they shall share equally the fees and expenses of the neutral advisor, if
any, and the cost of the facility for the hearing. Nothing in this Agrement
shall be construed to preclude either party from seeking injunctive relef in
order to protect its rights or from terminating this procedure at any time with
or without cause.

     ARTICLE 39 - DEFAULT RESOLUTION PROCESS

     39.1 In the event Supplier fails to meet any of the minimum standards set
forth in the Performance Metrics, or fails to comply with the remedies for
breach of warranty set forth in Article 22, EQUIPMENT AND MATERIALS WARRANTY and
Article 29, SOFTWARE WARRANTY, or otherwise breaches an obligation specified in
this Agreement, the Company shall give notice to the Supplier of the ostensible
performance default, which notice shall explain in reasonable detail the basis
for Company's belief that a performance default has occurred. After receipt of
such notice, Supplier shall respond to Company within fifteen (15) working days
with either (1) a Corrective Action Plan to correct such default condition in a
reasonable time, or (2) an explanation in reasonable detail as to why Supplier
does not believe a performance default has occurred. If Supplier fails to
deliver a Corrective Action Plan or an explanation within the fifteen (15)
working day period, if the Corrective Action Plan or explanation is reasonably
determined to be unacceptable by Company, or if the Corrective Action Plan in
Company's judgment fails to cure the default for such Equipment, Material, or
Software within the specified period, Company may purchase equipment and
material, or license software from a source other than Supplier. In addition,
either party shall have the right to demand review under Article 38, DISPUTE
RESOLUTION. If within 60 days of the original notice by Company, review under
the dispute resolution process does not resolve the dispute and/or Supplier does
not achieve a cure of the performance default, Company may invoke all its rights
under this Agreement. All Default Resolution Process communication shall be
through the contacts specified in Article 37 - NOTICES.

<PAGE>

     SECTION II - TACTICAL TERMS

     ARTICLE 40 - EQUIPMENT AND MATERIALS FORECASTING / ORDERING

     40.1 Company will provide Supplier with a twelve (12) month Equipment and
Materials forecast, on a monthly basis, through the use of forecasting methods
which shall be agreed to between the parties within thirty (30) days after the
Effective Date of the Agreement. Unless otherwise agreed to by the parties in
writing, all forecasts provided by Company to Supplier shall be for planning
purposes only and shall not represent a commitment by Company to purchase any
specific quantities of Equipment and/or Materials.

     40.2 Unless otherwise agreed to by the parties in writing, Company will
provide discrete Orders on an as-required basis for the purchase of Equipment,
Materials, and Application Software.

     ARTICLE 41 - ACCEPTANCE OF PURCHASE ORDER

     41.1 If notice of rejection of an Order is not received by Ordering Company
within five (5) business days from receipt of Order by Supplier, such Order
shall be deemed to have been accepted by Supplier, provided such Order has been
submitted in accordance with the terms and conditions herein and applicable
forecasts.

     ARTICLE 42 - PURCHASE ORDER CHANGES

     42.1 Company may at any time prior to Supplier's shipping Equipment,
Materials, and/or Software require additions, deductions or deviations (all
hereinafter referred to as a "Purchase Order Change") to the Order, subject to
Supplier's written acceptance of any additions. Any Purchase Order Change given
by Company to Supplier that results in a reduction or cancellation of demand
inside Supplier's Purchase Order lead-time for Non-Cancelable Non-Returnable
components shall be governed by Article 43.1. No Purchase Order Change shall be
considered as an addition, deduction or deviation to the Order by Supplier nor
shall Supplier be entitled to any compensation pursuant to or in contemplation
of such change unless such change is made pursuant to a written Purchase Order
Change issued by Company.

     ARTICLE 43 - TERMINATION OF ORDERS WITHOUT CAUSE

     43.1 Company may at any time terminate any or all Orders placed by Company
pursuant to this Agreement. Unless otherwise specified in this Agreement,
Company's liability to Supplier with respect to such terminated Order or Orders
shall be limited to: (1) Supplier's purchase price of all raw materials or
components, in hand or on Non-Cancelable Non-Returnable orders, used to
manufacture the Equipment and/or Materials (not usable in Supplier's other
operations or salable to Supplier's other customers), plus (2) the actual costs
incurred by Supplier in manufacturing Equipment and/or Materials (not usable in
Supplier's other operations or salable to Supplier's other customers) in process
at the date of the notice of termination; plus (3) the contract price of any
finished inventory; less (4) any salvage value thereof. However, no such
termination charges shall be payable if, within sixty (60) days after notice of
termination, the same type of Equipment and/or Materials as that being
terminated is ordered by Company from Supplier. If requested, Supplier agrees to
substantiate such costs with proof reasonably satisfactory to Company. In no
event shall Company's liability exceed the price identified in the applicable
Company Order for the Equipment and/or Materials being terminated.

     43.2 Upon any termination of an Order, the parties shall meet promptly to
determine the finished Equipment and/or Materials, work in process, components,
and raw materials for which Company is responsible as set forth above. Upon the
parties agreeing on the amount of Company's liability for termination hereunder,
Supplier shall, at Company's option and expense, either:

<PAGE>


          (a) ship such finished Equipment and/or Materials, work in process,
     raw materials and components for which Company is liable under this Article
     43 to Company or to Company's designated third-party according to a
     mutually established schedule and procedure; or

          (b) scrap such finished Equipment and/or Materials, work in process,
     raw materials and components for which Company is liable under this Article
     43.

     43.3 Company may at any time terminate an Order for Services, in whole or
in part, upon written notice to Supplier. In such case, Company's liability
shall be limited to payment of the amount due for the Services performed up to
and including the date of termination (which amount shall be sustained with
proof satisfactory to Company) and no further Services pursuant to such
terminated Order will be rendered by Supplier. Such payment shall constitute a
full and complete release and discharge of Company's obligations. In no event
shall Company's liability exceed the price identified in the applicable Company
Order for the Services being terminated. Prior to the effective date of
termination, as directed by Company, Supplier will deliver to Company all
completed work, or partially completed work, along with all related supporting
documentation, notes, and other deliverables.

     43.4 Upon termination, Supplier shall promptly return all Information
related to the terminated Order to Company.

     ARTICLE 44 - DELIVERY/SHIPPING INTERVAL /LATE DELIVERY

     44.1 Company intends to monitor Supplier's delivery performance. For the
purposes of evaluating Supplier's on-time delivery performance, it is understood
that delivery time is based on the time the Order is accepted by Supplier until
the time Equipment and/or Materials is delivered to Company's designated carrier
or freight forwarder in accordance with Article 46, SHIPMENT TERMS. Company's
delivery requirement is that Supplier maintains an on-time delivery performance
as stated in Attachment B. In accordance with Attachment K, within 180 days from
the Effective Date, Supplier will establish in good faith the lead times for
on-time delivery performance for forecasted and non-forecasted Equipment and/or
Materials. Article 44.2 shall not govern measurement of on-time delivery
performance versus published lead times until such lead times are established.

     44.2 (a) If Supplier is unable to deliver conforming Equipment, Materials
and/or Software within the time frame agreed to between the parties in this
Agreement or an Order placed pursuant to this Agreement (subject to the
provisions of Article 70 "Force Majeure"), Company shall have the right to
either:

               (i) cancel such Order;

               (ii) extend such delivery time frame to a later date, subject,
          however, to the right to cancel as in (i) preceding if delivery is not
          made or performance is not completed on or before such extended
          delivery date;

               (iii) obtain functionally equivalent products from alternate
          sources in order to meet Order requirements; or

               (iv) exercise its rights under Article 35, MANUFACTURING RIGHTS.

          (b) If an Order is canceled by Company pursuant to the above, Company
     shall have the right to retain or return any or all Equipment, Materials
     and/or Software received by or paid for by Company under such Order.

          (c) Within fifteen (15) days of Supplier's receipt of returned
     Equipment, Materials and/or Software, Supplier shall reimburse Company for
     the costs of shipping the Equipment, Materials and/or Software returned to
     Supplier (including customs, duties and taxes) and for any amounts,
     including

<PAGE>

     shipping costs, customs, duties and taxes previously paid by Company for
     the returned Equipment, Materials and/or Software.

          (d) Company shall pay for any Equipment, Materials and/or Software it
     retains at the prices set forth in the Order placed pursuant to this
     Agreement, less any damages, as described in Article 13, COMMITMENT
     SHARING, and any other deductions as may be allowed in this Agreement.

          (e) In addition to the damages set forth in Article 13 and the terms
     described in this Article 44.2, if Supplier is unable to meet the
     acknowledged delivery date(s)set forth in an accepted Order, Supplier shall
     be responsible for paying all premium transportation costs necessary to
     deliver the requested Equipment, Materials and/or Software to Company by
     the acknowledged delivery date(s) indicated in the Order, subject to the
     provisions of Article 70.

     44.3 Supplier agrees to promptly notify the Company's buyer, as identified
on the Order, of any foreseeable condition that will affect Supplier's ability
to meet the acknowledged shipment date and Company's expected delivery date.
Supplier's compliance with the foregoing will not relieve Supplier of the
delivery performance requirements or other conditions set forth in this Article
44.

     44.4 At Company's request, Supplier shall ship Equipment and/or Materials
directly to Company's End User customer locations.

     ARTICLE 45 - PRODUCT CONFORMANCE REVIEWS

     45.1 Equipment and/or Materials shall be considered conforming if they meet
the Specifications, to the extent such Equipment and/or Materials met the
Specifications as of the Effective date, or Supplier Specifications set forth in
this Agreement or provided with such Materials and/or Equipment (including but
not limited to the appearance, performance and workmanship specifications).

     45.2 At Company's option, all Equipment and/or Materials is subject to a
Product Conformance Review ("Review") prior to shipment.

     45.3 Supplier may ship Equipment and/or Materials without a Review, but
Company may perform such Review prior to shipment by giving Supplier notice to
that effect, in which event Supplier shall notify Company's designated quality
inspection organization when Equipment and/or Materials is ready for such
Review.

     45.4 Supplier will provide any production testing facilities and personnel
required to perform or assist in the Review as specified in the applicable
quality specification provided under this Agreement or Order, at prices to be
agreed upon by the parties.

     45.5 Supplier shall not be liable for delay in delivery of the Equipment
and/or Materials to the extent a Product Conformance Review is delayed by
Company's actions or inactions.

     ARTICLE 46 - SHIPMENT TERMS

     46.1 The INCOTERMS 2000 manual shall govern interpretation of shipment
terms under this Agreement. Unless otherwise specified in Company's Order, all
Equipment and/or Materials ordered under this Agreement shall be shipped Free
Carrier (FCA) [SUPPLIER'S FACTORY OF MANUFACTURE, INCLUDING SUPPLER'S PREMISES]]
to Company's designated carrier or freight forwarder (SPECIFICS TO BE PROVIDED
IN ORDER).

     46.2 Supplier agrees that any carrier or freight forwarder used by Company
will not have any express, implied, imputed, apparent or ostensible authority to
bind Company and that any acknowledgment or agreement given by any such carrier
or freight forwarder will not be of any legal effect whatsoever

<PAGE>


between Supplier and Company, and Supplier shall not rely on any such
acknowledgment or agreement in relation to any claim or proceedings brought by
Company.

     46.3 Company will not be liable to Supplier for any delay in collecting the
Equipment and/or Materials from the shipping location.

     46.4 At Company's request, Supplier agrees to cooperate with Company and to
follow Company's reasonable instructions with regard to utilizing the services
of one or more third party logistics providers.

     ARTICLE 47 - TRANSFER OF TITLE AND RISK OF LOSS

     47.1 Title and risk of loss and damage to Equipment and/or Materials
purchased by Company under this Agreement shall vest in Company when the
Equipment and/or Materials have been delivered at the FCA point specified in the
order. Title to the Software and to intellectual property rights therein shall
remain in Supplier or Supplier's licensor, as applicable, at all times.

     ARTICLE 48 - PAYMENT TERMS

     48.1 All payments shall be in US dollars unless otherwise specified in the
applicable Order and payment shall be made no later than the 2nd business day of
the 2nd calendar month following the date of a correct invoice.

     ARTICLE 49 - PACKING, LABELING AND SERIALIZATION

     49.1 Equipment and/or Materials purchased, repaired, replaced or
refurbished under this Agreement shall be packed by Supplier at no additional
charge in containers which meet the requirements of the current issue of
"Packing Specification PKG 91NJ1045". Supplier shall at its sole expense place
Company's specified bar code labels on all shipping packages and containers for
the material shipped under this Agreement. Such bar code labels and the
placement thereof shall meet the current issue of the "Shipping & Receiving Bar
Code Label Standard 801-001-105," and "Bar Code Shipping Label Profile Standard
801-001-007". The above referenced specifications in this Article 49.1 are
attached and made a part of this Agreement as Attachment G.

     49.2 Company may change such specifications referenced in Article 49.1 upon
written notice to Supplier and Supplier shall comply with such changes subject
to equitable compensation, as mutually agreed upon by the parties, for any
changes incurred in Supplier's costs.

     49.3 Supplier shall use industry standard product serialization which meets
the Telecommunications Industry Forum ("TCIF") "Product Serializations
Guideline" (TCIF-98-005, Issue 1, 8.13/98) which Supplier has in its possession.

     ARTICLE 50 - MARKING

     50.1 All Equipment and/or Materials furnished under this Agreement shall be
marked for identification purposes in accordance with the Equipment and/or
Materials and packaging specifications as set forth by the Ordering Company and
as follows:

          (a) with model/serial number; and

          (b) with month and year of manufacture.

     50.2 Upon Company's written request, "Insignia", including certain
trademarks, trade names, insignia, symbols, decorative designs or packaging
designs of Company, or evidences of Company's inspection will be properly
affixed by Supplier to the Equipment and/or Materials furnished or its

<PAGE>

packaging at the additional costs listed in Attachement A. Such Insignia will
not be affixed, used or otherwise displayed on the Equipment and/or Materials
furnished or in connection therewith without written approval by Company. The
manner in which such Insignia will be affixed must be approved in writing by
Company in accordance with standards established by Company. Company shall
retain all right, title and interest in any and all packaging designs, finished
artwork and separations furnished to Supplier. This clause does not reduce or
modify Supplier's obligations under Article 71, IDENTIFICATION and Article 84,
USE OF INFORMATION.

     ARTICLE 51 - SHIPPING

     51.1 Unless otherwise specified in an Order, Supplier shall: (1) ship
complete the Equipment, Materials, and/or Software covered by this Agreement or
Order; (2) ship to the destination designated in Company's Order; (3) ship
according to shipping and routing instructions as set forth in the Order and
provided by the Ordering Company; (4) place the Agreement and Order number on
all subordinate documents; (5) enclose a packing memorandum with each shipment
and, when more than one package is shipped, identify the package containing the
memorandum; and (6) mark the Agreement and Order number on all packages and
shipping papers. Adequate protective packing shall be furnished at no additional
charge. Shipping and routing instructions may be furnished or altered by Company
with a writing. If Supplier does not comply with the terms of Article 46,
SHIPMENT TERMS of this Agreement or with Company's shipping or routing
instructions, Supplier shall pay any increased shipping costs reasonably
incurred by Company as a result of Supplier's noncompliance.

     51.2 Supplier shall ensure that its activities in performance of this
Agreement and any Orders placed by Company pursuant to this Agreement shall not
put Company in violation of any applicable customs or export control laws,
statutes, or regulations. Supplier agrees to assist Company to ensure that
Company can import the Equipment, Materials, and/or Software in accordance with
any applicable customs and export control laws, statutes, and regulations.
Supplier agrees to follow Company's directives, if any, which may be attached to
and made part of this Agreement by mutual agreement. Supplier agrees to assist
Company in every reasonable way necessary to ensure that Company can import
Equipment, Materials, and/or Software under the lowest legal duty rate.

     51.3 Supplier shall provide Company with a valid, accurately completed
certificate of origin prior to the first shipment of Equipment, Materials,
and/or Software sufficient to be used by Company as proof of eligibility for any
duty preferential treatment programs. Supplier further agrees to provide full
cooperation to Company for substantiation of preferential duty program claims,
responses to customs inquiries, or other treaty claims that arise out of
Equipment, Materials, and/or Software provided under this Agreement or Order.
Supplier shall notify Company in writing prior to making any pricing or sourcing
changes for Equipment, Materials, and/or Software that may affect the
application of preferential duty treatment programs.

     51.4 DUTY DRAWBACK - Company reserves the right to claim duty drawback on
all purchases from Supplier, and Supplier shall cooperate by providing the
necessary certificates of Delivery or in instances where the imported Equipment,
Materials, and/or Software received further processing, shall furnish
certificates of Manufacture and Delivery on all articles and Equipment,
Materials, and/or Software which may be subject to drawback.

     ARTICLE 52 - INVOICING

     52.1 Supplier shall render original invoices to Company in accordance with
the specific invoicing instructions contained in Company's Order. Each invoice
must contain full details of: (a) the applicable Order number and this Agreement
number; (b) the description of Equipment, Materials, and/or Software supplied
and/or Work performed; (c) the prices of the Equipment, Materials, and/or
Software supplied and/or Work performed. Company reserves the right to reject
any invoice that does not properly contain all of these details. All Work shall
be delivered free from all claims, liens, and charges whatsoever.

<PAGE>

     52.2 IMPORT INVOICES - Supplier shall issue an invoice with every shipment
of Equipment, Materials, and/or Software in accordance with the instructions
contained in Company's Order. All invoices shall include the following
information for every article shipped: (a) a complete noun description in
English (unless otherwise specified) consistent with the Harmonized Tariff
schedule, (b) a statement as to the country of origin of the Equipment,
Materials, and/or Software, (c) Company's comcode for Equipment, Materials,
and/or Software, (d) the value of the Equipment, Materials, and/or Software, (e)
Supplier's identification number, or in the absence of such number, the full
address of Supplier, and (f) the terms of sale .

     ARTICLE 53 - OFFSETTING OF INVOICES

     53.1 If Company's invoices to Supplier fall due or if Supplier owes money
or is otherwise obligated to make payments to Company when invoices rendered by
Supplier become payable, Company may not offset its invoices or the sums due or
obligated, making remittance to Supplier only for any balance due.

     ARTICLE 54 - DUTIES, TAXES AND INSURANCE CONTRIBUTIONS

     54.1 All export duties or fees, and taxes arising out of or in connection
with the Supplier's performance of the Agreement, including those set forth in
Article 55, TAXES PAYABLE BY COMPANY, will be paid by Company. The parties agree
that the prices or rates stated herein exclude all such charges and that such
prices or rates may be changed hereafter as a result of Supplier's failure to
include therein any applicable duties, taxes or insurance contributions.

     54.2 In order for Company to qualify for tax benefits on Equipment exported
from the United States by Company, Supplier shall, upon written request by
Company, provide Company with documentation, within forty -five (45) days of
such request, that identifies and substantiates the fair market value ("FMV") of
the Equipment content which is manufactured by Supplier or purchased by Supplier
from manufacturers outside of the United States. If Company shall have requested
the aforementioned documentation, Supplier shall provide Company with timely
notice if Supplier has knowledge of any information that would cause the FMV of
the Equipment content manufactured by Supplier or purchased by Supplier from
manufacturers outside of the United States to either change by ten percent (10%)
or exceed fifty percent (50%) of the selling price charged to Company for each
item of Equipment being reported.

     ARTICLE 55 - TAXES PAYABLE BY COMPANY

     55.1 Company is responsible to pay all sales, use, licensing, excise and
value added taxes, including interest and penalties (referred to as a "tax" or
"taxes") resulting from payments made for Equipment, Materials, and/or Software
or services under this Agreement and agrees to make Supplier whole if, for any
reason, Supplier must pay any such taxes. However, Supplier will be responsible
for, and Company may reduce the amount it pays to Supplier to take into account,
any income taxes that Company may need to withhold or otherwise pay on
Supplier's behalf. Supplier also will be responsible for all duties and similar
charges and for net income taxes charged to it by its home country. Supplier
will not collect an otherwise applicable tax if Company's purchase is exempt
from Supplier's collection of such tax and a valid exemption certificate is
furnished by Company to Supplier.

     55.2 In particular regard to value added taxes or other similar taxes on
turnover and related charges ("VAT"), Supplier will charge and Company will pay
any applicable VAT over and above the stated prices for goods and services and
will list as a separate item on the invoice. If Supplier is required by law to
charge VAT to Company, Supplier will ensure its invoices are in proper form to
enable Company to claim input VAT deductions, if Company is permitted by law to
do so. If Supplier does not need to charge VAT but Company is required by law to
account for it (for example, where a "reverse charge" procedure applies),
Company accepts all responsibility and liability for accounting for the VAT
properly.

<PAGE>

     55.3 Taxes payable by Company shall be billed as separate items on
Supplier's invoices and shall not be included in Supplier's prices. Company
shall have the right to have Supplier contest any such taxes that Company deems
improperly levied at Company's expense and subject to Company's direction and
control.

     ARTICLE 56- OFFSET CREDITS

     56.1 Orders issued pursuant to this Agreement are placed with the
expectation of current and/or anticipated future Offset and Localization
obligations of Lucent Technologies or its affiliates or their designated
assignees to the customer country government that requires the provision of
Offset and Localization. Supplier agrees to assist Lucent Technologies or its
affiliates or their designated assignees in any reasonable efforts to secure
offset credit from the customer country government in an amount equal to the
value of the Orders placed under this Agreement.

     ARTICLE 57 - EXPORT CONTROL

     57.1 Each party shall not use, distribute, transfer or transmit any
Equipment, Materials, and/or Software, software or technical information (even
if incorporated into other products) provided under this Agreement except in
compliance with U.S. export lawsand regulations (the "Export Laws"). Each party
shall not, directly or indirectly, export or re-export the following items to
any country which is in the then current list of prohibited countries specified
in the applicable Export Laws:(a) software or technical data disclosed or
provided to one party by the other or such other affiliates; or (b) the direct
product of such software or technical data. Each party agrees to promptly inform
the other in writing of any written authorization issued by the U.S. Department
of Commerce office of export licensing to export or re-export any such items
referenced in (a) or (b). The obligations stated above in this clause will
survive the expiration, cancellation or termination of this Agreement or any
other related agreement.

     SECTION III - ENVIRONMENTAL TERMS

     NOTWITHSTANDING THE FOLLOWING TERMS AND CONDITIONS OF THIS SECTION III, ANY
SUPPLIER'S WARRANTY LIABILITY TO COMPANY RELATED TO ENVIRONMENTAL COMPLIANCE AS
PROVIDED IN ARTICLES 53 THROUGH 59 SHALL NOT APPLY TO EQUIPMENT AND MATERIALS
MANUFACTURED BY COMPANY AND SOLD TO SUPPLIER AS OF THE EFFECTIVE DATE OR
EQUIPMENT AND/OR MATERIALS MANUFACTURED AFTER THE EFFECTIVE DATE PROVIDED TO
COMPANY BY SUPPLIER WHERE SUCH EQUIPMENT AND/OR MATERIAL IS MANUFACTURED,
PACKAGED AND LABELED USING COMPANY PROVIDED SPECIFICATIONS AND CURRENT CONTRACT
MANUFACTURERS USING PROCESSES, PROCEDURES AND PRACTICES IN EFFECT PRIOR TO THE
EFFECTIVE DATE. THIS PARAGRAPH IN NO WAY LIMITS SUPPLIER'S OBLIGATION TO ENSURE
ON-GOING COMPLIANCE WITH ITS OBLIGATIONS UNDER ARTICLES 58 THROUGH 64.

     ARTICLE 58 - HEAVY METALS AND/OR CFC IN PACKAGING

     58.1 Supplier warrants to Company that no lead, cadmium, mercury or
hexavalent chromium have been intentionally added to any packaging or packaging
component (as defined under applicable laws) to be provided to Company under
this Agreement and that packaging materials were not manufactured using and do
not contain chlorofluorocarbons. Supplier further warrants to Company that the
sum of the concentration levels of lead, cadmium, mercury and hexavalent
chromium in the package or packaging component provided to Company under this
Agreement does not exceed 100 parts per million. Upon request, Supplier shall
provide to Company Certificates of Compliance certifying that the packaging
and/or packaging components provided under this Agreement are in compliance with
the requirements set forth above in this Article 58.1.

     ARTICLE 59 - OZONE DEPLETING SUBSTANCES

     59.1 Supplier hereby warrants that it is aware of international agreements
and legislation in several nations, including the United States, which limits,
bans and/or taxes importation of any product containing, or produced using ozone
depleting substances ("ODSs"), including chloroflurocarbons, halons

<PAGE>

and certain chlorinated solvents. Supplier hereby warrants that the Equipment
and/or Materials furnished to Company will conform to all applicable
requirements established pursuant to such agreements, legislation and
regulations, and the Equipment and/or Materials furnished to Company will be
able to be imported and used lawfully (and without additional taxes associated
with ODSs not reported to Company by Supplier as set forth in this Article 59.1)
under all such agreements, legislation and requirements. Supplier also warrants
that it is currently reducing, or if Supplier is not the manufacturer of the
Equipment and/or Materials, is currently causing the manufacturing supplier to
reduce and will, in an expeditious manner, eliminate, or, as applicable, have
its manufacturing supplier eliminate the use of ODSs in the manufacture of the
Equipment and/or Materials.

     59.2 If the Equipment and/or Materials furnished by Supplier under this
Agreement is manufactured outside the United States, Supplier shall, upon
execution of this Agreement, and at any time that new products are added to this
Agreement or changes are made to the Equipment and/or Materials furnished under
this Agreement, complete, sign and return to Company, in the form found in
Attachment H of this Agreement, the ODS Content Certification. The ODS Content
Certification must be signed by Supplier's facility manager, corporate officer
or his delegate.

     59.3 The term "ODS content" on the ODS Content Certification means the
total pounds of ODS used directly in the manufacture of each unit of Equipment
and/or Materials. This includes all ODSs used in the manufacturing and assembly
operations for the Equipment and/or Materials plus all ODSs used by Supplier's
suppliers and any other suppliers in producing components or other products
incorporated into the Equipment and/or Materials sold to Company.

     59.4 Supplier is responsible to obtain information on the ODS content of
all components and other products acquired to manufacture the Equipment and/or
Materials and to incorporate such information into the total ODS content
reported to Company; provided however, that Supplier should not include in the
ODS content those components or other products which are manufactured in the
United States. Supplier hereby warrants to Company that all information
furnished by Supplier on the ODS Content Certification is complete and accurate
and that Company may rely on such information for any purpose, including but not
limited to providing reports to government agencies or otherwise complying with
applicable laws. Supplier shall defend, indemnify and hold Company harmless of
and from any claims, demands, suits, judgments, liabilities, fines, penalties,
costs and expenses (including additional ODS taxes as provided for in paragraph
one of this clause and reasonable attorney's fees) which Company may incur under
any applicable federal, state, or local laws or international agreements, and
any and all amendments thereto by reason of Company's use of reliance on the
information furnished to Company by Supplier on the ODS Content Certification or
by reason of Supplier's breach of this clause. Supplier shall cooperate with
Company in responding to any inquiry concerning the use of ODSs to manufacture
the Equipment and/or Materials or components thereof and to execute without
additional charge any documents reasonably required to certify the absence or
quantity of ODSs used to manufacture the Equipment and/or Materials or
components thereof.

     ARTICLE 60 - OZONE DEPLETING SUBSTANCES LABELING

     60.1 Supplier warrants and certifies that all Equipment and/or Materials,
including packaging and packaging components, provided to Company under this
Agreement have been accurately labeled, in accordance with the requirements of
40 CFR Part 82 entitled "Protection of Stratospheric Ozone, Subpart E - The
Labeling of Products Using Ozone Depleting Substances."

     ARTICLE 61 - COMPLIANCE WITH ENVIRONMENTAL, OCCUPATIONAL HEALTH AND SAFETY
(EH&S) LAWS

     61.1 Supplier and all persons furnished by Supplier shall comply at their
own expense with all applicable EH&S laws, ordinances, regulations and codes,
including the identification and procurement of required permits, certificates,
licenses, insurance, approvals and inspections in performance under this
Agreement.

<PAGE>

     ARTICLE 62 - ENVIRONMENTAL MANAGEMENT SYSTEMS

     62.1 Supplier warrants to Company that it intends to implement elements of
an internationally recognized environmental management system (EMS) standard,
for example ISO 14001, or Eco-Management and Audit Scheme. As part of the EMS,
Supplier agrees to establish environmental objectives/targets that will lead to
improved environmental performance.

     ARTICLE 63 - ENVIRONMENTALLY RESTRICTED SUBSTANCES

     63.1 Supplier warrants to Company that none of the following substances are
used or will be used in the manufacture or processing of Equipment and/or
Materials supplied to Company nor do the products contain any measurable amount
of the following substances:



<TABLE>
<S>                                                               <C>
Asbestos (all types)                                               Trichlorofluoroethane (CFC 11)

Cadmium and Cadmium Compounds (used as a dye, pigment              Dichlorodifluoromethane (CFC 12)
or stabilizer in any plastic, paint or lacquer, or
plating material)

Lead Pigments (excludes lead compounds in plastics if total        Chlorotrifluoromethane
lead (CFC 13) content in plastic is less than 50% and no
substitute exists)

Polychloriated Biphenyls (PCBs)                                    Pentachlorofluoroethane (CFC 111)

Polybrominated Biphenyls (PCBs)                                    Tetrachlorodifluoroethane (CFC 112)

Polybrominated Biphenyl Ether (PBBE)                               Trichlorotrifluoroethane (CFC 113)

Polychlorinated Triphenyls (PCT)                                   Dichlorotetrafluoroethane (CFC 114)

Pentachlorophenols (PCP)                                           Monochloropentafluoroethane (CFC 115)

Polybromodiphenyloxides (PBDOs)                                    Heptachlorofluoropropane (CFC 211)

Polychlorinated and polybrominated dibenzodioxins                  Pentachlorotrifluoropropane (CFC 213)

Polychlorinated and polybrominated dibenzofurans                   Tetrachlorotetrafluoropropane (CFC 214)

Vinyl Chloride (As Residual Monomer)                               Trichloropentafluoropropane (CFC 215)

Ethylene glycol monomethyl ether (CAS # 109-86-4)                  Dichlorohexafluoropropane (CFC 216)

Ethylene glycol monomethyl ether acetate (CAS # 110-49-6)          Monochloroheptafluoropropane (CFC 217)

Ethylene glycol monoethyl ether (CAS # 110-80-5)                   Bromochlorodifluoromethane (HALON 1211)

Ethylene glycol monoethyl ether acetate (CAS # 111-15-9)           Bromotrifluoromethane (HALON 1301)

Diethylene glycol dimethyl ether (CAS # 111-96-6)                  Dibromotetrafluoromethane (HALON 2402)

Diethylene glycol monomethyl ether (CAS # 111-77-3)                Carbon Tetrachloride (CCl4)

Triethylene glycol dimethyl ether (CAS # 112-49-2)                 1,1,1 Trichloroethane (CH2CCl3)
</TABLE>


<PAGE>


     ARTICLE 64 - TOXIC SUBSTANCES AND PRODUCT HAZARDS

     64.1 Supplier hereby warrants to Company that, except as expressly stated
elsewhere in this Agreement, all Equipment and/or Materials furnished by
Supplier as described in this Agreement is safe for its foreseeable use, is not
defined as a hazardous or toxic substance or material under applicable federal,
state or local law, ordinance, rule, regulation or order (hereinafter
collectively referred to as "law" or "laws"), and presents no abnormal hazards
to persons or the environment. Supplier also warrants that it has no knowledge
of any federal, state or local law, that prohibits the disposal of the Equipment
and/or Materials as normal refuse without special precautions except as
expressly stated elsewhere in this Agreement. Supplier also warrants that where
required by law, all Equipment and/or Materials furnished by Supplier is either
on the EPA Chemical Inventory compiled under Section 8 (a) of the Toxic
Substance Control Act, or is the subject of an EPA-approved pre manufacture
notice under 40 CFR Part 720. Supplier further warrants that all Equipment
and/or Materials furnished by Supplier complies with all use restrictions,
labeling requirements and all other health and safety requirements imposed under
federal, state, or local laws. Supplier further warrants that, where required by
law, it shall provide to Company, prior to delivery of the Equipment and/or
Materials, a Material Safety Data Sheet which complies with the requirements of
the Occupational Safety and Health Act of 1970 and all rules and regulations
promulgated thereunder.

     64.2 Supplier shall defend, indemnify and hold Company harmless for any
expenses (including, but not limited to, the cost of substitute Equipment and/or
Materials, less accumulated depreciation) that Company may incur by reason of
the recall or prohibition against continued use or disposal of Equipment and/or
Materials furnished by Supplier as described in its Agreement whether such
recall or prohibition is directed by Supplier or occurs under compulsion of law.
Company shall cooperate with Supplier to facilitate and minimize the expense of
any recall or prohibition against use or disposal of Equipment and/or Materials
directed by Supplier or under compulsion of law.

     64.3 Supplier further shall defend, indemnify and hold Company harmless of
and from any claims, demands, suits, judgments, liabilities, costs and expenses
(including reasonable attorney's fees) which Company may incur under any
applicable federal, state or local laws, and any and all amendments thereto,
including but not limited to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980; the Consumer Product Safety Act of 1972;
the Toxic Substance Control Act; Fungicide, Rodenticide Act; the Occupational
Safety and Health Act; and the Atomic Energy Act; and any and all amendments to
all applicable federal, state, or local laws, by reason of Company's
acquisition, use, distribution or disposal of Equipment and/or Materials
furnished by Supplier under this Agreement.

     SECTION IV - GENERAL TERMS

     ARTICLE 65 - ASSIGNMENT AND SUBCONTRACTING

     65.1 Neither party shall assign any right or interest under this Agreement
(excepting solely for moneys due or to become due) without the prior written
consent of the other party. Supplier shall be responsible to Company for all
services performed by Supplier's subcontractor(s) at any tier.

     65.2 Either party shall have the right to assign this Agreement or an Order
and to assign its rights and delegate its duties under this Agreement or an
Order either in whole or in part at any time and without the other party's
consent to (i) any present or future Affiliate of the assignor; (ii) the
successors and assigns of the assignor or its present or future Affiliate; or
(iii) any other entity resulting from the sale, reorganization or other transfer
of all or part of the assets of the assignor or its Affiliate which relate to
the transaction hereunder. Each party shall give the other party written notice
of any permitted assignment and delegation. The assignment and delegation shall
not affect any rights or duties that Supplier or Company may then or thereafter
have as to Equipment, Software, Services and/or Materials ordered by Company
prior to the effective date of the assignment and delegation. Upon acceptance of
the assignment and delegation and assumption of the duties under this Agreement
or an Order, Assignor shall be released and discharged, to the extent of the
assignment and delegation, from all further duties under this Agreement or

<PAGE>

the Order as to Equipment, Software, Services, and/or Materials, or other
obligations incurred in this Agreement so assigned.

     ARTICLE 66 - BANKRUPTCY AND TERMINATION FOR FINANCIAL INSECURITY

     66.1 Either party may terminate this Agreement by notice in writing:

     A) if the other party makes an assignment for the benefit of creditors
(other than solely an assignment of moneys due); or

     B) if the other party evidences an inability to pay debts as they become
due, unless adequate assurance of such ability to pay is provided within thirty
(30) days of such notice.

     66.2 If a proceeding is commenced under any provision of the United States
Bankruptcy Code, voluntary or involuntary, by or against either party, and this
Agreement has not been terminated, the non-debtor party may file a request with
the bankruptcy court to have the court set a date within sixty (60) days after
the commencement of the case, by which the debtor party will assume or reject
this Agreement, and the debtor party shall cooperate and take whatever steps
necessary to assume or reject the Agreement by such date.

     ARTICLE 67 - CHOICE OF LAW

     67.1 This Agreement and all transactions under it shall be governed by the
laws of the State of New York excluding its choice of law rules and excluding
the Convention for the International Sale of Goods..

     ARTICLE 68 - COMPLIANCE WITH LAWS

     68.1 Supplier and all persons furnished by Supplier shall comply at their
own expense with all applicable laws, ordinances, regulations and codes,
including the identification and procurement of required permits, certificates,
licenses, insurance, approvals and inspections in performance under this
Agreement.

     ARTICLE 69 - DEFAULT

     69.1 Notwithstanding any other provision of this Agreement, including, but
not limited to Article 38, DISPUTE RESOLUTION, in the event either party shall
be in material breach of any of the terms, conditions, or covenants of this
Agreement or any purchase order and such breach shall continue for a period of
thirty (30) days after the giving of written notice to the breaching party, then
in addition to all other rights and remedies which the non-breaching party may
have at law or equity or otherwise, the Company, if it is the non-breaching
party, shall have the right to cancel this Agreement and/or purchase orders
placed by Company without any charge to or obligation or liability of Company,
and Supplier, if it is the non-breaching party may suspend its performance
hereunder.

     ARTICLE 70 - FORCE MAJEURE

     70.1 Neither party shall be held responsible for any delay or failure in
performance of any part of this Agreement to the extent such delay or failure is
caused by fire, flood, strike, civil, governmental or military authority, act of
God, or other similar causes beyond their reasonable control. Supplier's
liability for loss or damage to Company's Equipment and/or Materials in
Supplier's possession or control shall not be modified by this clause. When a
party's delay or nonperformance continues or may be reasonably expected to
continue for a period of at least fifteen (15) days, the other party may
terminate, at no charge, this Agreement or an Order under this Agreement.
However, in no event can an Ordering Company terminate this Agreement. No
termination of this Agreement shall relieve Company of its obligation to make
payment for amounts outstanding.

<PAGE>

     ARTICLE 71- IDENTIFICATION

     71.1 Except as expressly provided herein or in the Purchase Agreement or
any Collateral Agreement, neither party shall without the other party's prior
written consent, engage in publicity related to this Agreement, or make public
use of any Identification in any circumstances related to this Agreement.
"Identification" means any semblance of any trade name, trademark, service mark,
insignia, symbol, logo, or any other designation or drawing of the other party
or its affiliates. Supplier shall remove or obliterate any Identification prior
to any use or disposition of any Equipment and/or Materials rejected or not
purchased by Company.

     ARTICLE 72 - INDEMNITY

     72.1 At Company's request, Supplier agrees to indemnify, defend and hold
harmless Company, its affiliates, employees, successors and assigns (all
referred to as "Company") from and against any losses, damages, claims, fines,
penalties and expenses (including reasonable attorney's fees) related to claims
of third parties that arise out of or result from: (1) injuries or death to
persons or damage to property, including theft, in any way arising out of or
caused or alleged to have been caused by the work or services performed by, or
Equipment, Materials, and/or Software provided by, Supplier or persons furnished
by Supplier; (2) assertions under Workers' Compensation or similar acts made by
persons furnished by Supplier; or (3) any failure of Supplier to perform its
obligations under this Agreement.

     ARTICLE 73 - INFRINGEMENT

     73.1 Supplier shall indemnify and save harmless Company, its affiliates and
their officers, directors, and employees (all referred to in this clause as
"Company") from and against any losses, damages, liabilities, fines, penalties,
and expenses (including reasonable attorneys' fees) that arise out of or result
from any and all third party claims of infringement of any patent, copyright,
trademark or trade secret right, or other intellectual property right, private
right, or any other proprietary or personal interest and to the extent that such
claims are due to Supplier's modifications, additions to or changes in the
Materials, Specifications, and/or documentations provided by Company as of the
Effective Date (an Infringement Claim). If the Infringement Claim arises solely
from Supplier's adherence to Company's written instructions regarding services
or tangible or intangible goods provided by Supplier (Items) and if the Items
are not (1) commercial items available on the open market or the same as such
items, or (2) items of Supplier's designated origin, design or selection,
Company shall indemnify Supplier. Company or Supplier (as the case may be) shall
defend or settle, at its own expense any demand, action or suit on any
Infringement Claim for which it is indemnitor under the preceding provisions
provided that the other party shall be entitled to representation by counsel and
its own expense. The indemnified party shall cooperate in good faith with the
other to facilitate the defense of any such Claim. This Article 73 shall be
Company's sole and exclusive remedy related to third party Infringement Claims.

     ARTICLE 74 - INSURANCE

     74.1 Supplier shall maintain and cause Supplier's subcontractors to
maintain the following minimum insurance limits and coverages during the term of
the agreement/contract:

          a) Worker's Compensation insurance as prescribed by the law of the
     State or Nation in which the work is performed; and Employer's Liability
     insurance with limits of at least $500,000 for each occurrence.

          b) Automobile Liability insurance, if the use of motor vehicles is
     required, with limits of at least $1,000,000 combined single limit for
     Bodily Injury and Property Damage for each occurrence.

          c) Commercial General Liability (CGL) ISO 1988 or later occurrence
     form of insurance including Contractual Liability, Products/Completed
     Operations with limits of at least

<Page>

     $1,000,000 combined single limit for Bodily Injury and Property Damage
     liability for each occurrence. This insurance should be maintained for a
     period of at least one (1) year after the termination of the Agreement.

          d) Excess/Umbrella Liability insurance with limits of at least
     $10,000,000 per occurrence and in the aggregate, following form to primary
     Employer's Liability, Automobile Liability and Commercial General Liability
     insurance policies.

          e) Where applicable, Transit Insurance including Inland and Ocean
     Cargo with limits equal to the 100% replacement cost value of the property
     being shipped.

          f) All CGL and Automobile Liability insurance shall designate Lucent
     Technologies Inc., its affiliates and subsidiaries, its directors, officers
     and employees ("Company") as Additional Insureds. All such insurance should
     be primary and non-contributory and is required to respond and pay prior to
     any other insurance or self-insurance available. Any other coverage
     available to the corporation shall apply on an excess basis. Supplier
     agrees that Supplier, Supplier's insurer(s) and anyone claiming by,
     through, under or in Supplier's behalf shall have no claim, right of action
     or right of subrogation against Company and its customers based upon any
     loss or liability insured against under the foregoing insurance.

          g) Supplier and all Supplier's subcontractors shall furnish prior to
     the start of work, Certificates of Insurance or adequate proof of the
     foregoing insurance including, if specifically requested by Company, copies
     of the Endorsements and Insurance Policies. Company shall be notified in
     writing at least thirty (30) days prior to cancellation of or change in a
     policy. Insurance Companies providing coverage will be rated by A.M. Best
     with at least an A- rating.

     74.2 Supplier shall allow Company's representatives and representatives of
Company's insurance carrier to inspect Supplier's plant at all reasonable times
for fire, flood and other hazards to Company's property or to any other property
for which Company is or may be responsible or that Company must rely upon for
the performance of this Agreement.

     ARTICLE 75 - INTELLECTUAL PROPERTIES

     75.1 For purposes of this clause, the terms below shall have the following
meanings:

          (a) "Company Property" - Intellectual Property conceived, created,
     developed, reduced to practice or acquired by Company.

          (b) "Intellectual Property"--All ideas, data, inventions, discoveries,
     developments, enhancements, works of authorship, programs, and technical,
     business and other information.

          (c) "Intellectual Property Rights"--The property rights protected
     under the patent, copyright, mask work rights, trade secret, trademark or
     other intellectual property or moral rights law of any state or national
     government including all rights under any registrations with respect to
     Intellectual Property issued by any governmental authority, as well as all
     rights under any pending applications for registration and any applications
     for registration that may be filed after the date of this Agreement.

          (d) "Supplier Property"--Intellectual Property conceived, created,
     developed, reduced to practice or acquired by Supplier during the term of
     this Agreement.

     75.2 Except as expressly set forth in this Agreement, this Agreement does
not grant: (i) Supplier any rights in or to Company Property; nor (ii) Company
any rights in or to Supplier Property.

<PAGE>

     ARTICLE 76 - NON-EXCLUSIVE MARKET RIGHTS

     76.1 Except as provided for in Article 3, SUPPLY RELATIONSHIP, it is
expressly understood and agreed that this Agreement neither grants to Supplier
an exclusive right or privilege to sell to Company any or all Equipment,
Materials, Software and/or Services of the type described in this Agreement
which Company may require, nor requires the purchase of any Equipment,
Materials, Software and/or Services from Supplier by Company. Except as provided
for in Article 3, SUPPLY RELATIONSHIP, It is, therefore, understood that Company
may contract with other manufacturers and suppliers for the procurement of
comparable Equipment, Materials, Software and/or Services.

     76.2 Company shall, at its sole discretion, decide the extent to which
Company will market advertise, promote, support or otherwise assist in further
offerings of the Equipment, Materials, Services, and/or Software. Purchases by
Company under this Agreement shall neither restrict the right of Company to
cease purchasing nor require Company to continue any level of such purchases.

     ARTICLE 77 - PUBLICITY

     77.1 Supplier agrees to submit to Company all advertising, sales promotion,
press releases, and other publicity matters relating to the material furnished
or the services performed by Supplier under this Agreement wherein Company's
names or marks are mentioned or language from which the connection of said names
or marks therewith may be inferred or implied; and Supplier further agrees not
to publish or use such advertising, sales promotion, press releases, or
publicity matters without Company's prior written approval. This does not reduce
or modify Supplier's obligations under Article 71, IDENTIFICATION.

     ARTICLE 78 - REGISTRATION AND RADIATION STANDARDS

     78.1 When Equipment and/or Materials furnished under this Agreement is
subject to Part 68, Part 15 or any other part of the Federal Communication
Commission's Rules and Regulations, as may be amended from time to time
(hereinafter "FCC Rules"), Supplier warrants that such Equipment and/or
Materials complies with the registration, certification, type-acceptance and/or
verification standards of the FCC Rules including, but not limited to, all
labeling, customer instruction requirements, and the suppression of radiation to
specified levels consistent with such compliance by Company prior to the
Effective Date. Supplier shall also establish periodic on-going compliance
retesting and follow a Quality Control program, submitted by Company, to assure
that Equipment and/or Materials shipped complies with the applicable FCC Rules
from the Effective Date going forward. Supplier shall indemnify and save Company
harmless from any liability, fines, penalties, claims or demands (including the
costs, expenses and reasonable attorney's fees on account thereof) that may be
made because of Supplier's noncompliance with the applicable FCC Rules and
Supplier determined that Company was not in compliance and Supplier continues
such past practices or institutes new practices that result in non-compliance.
Supplier shall defend Company, at Company's request, against such liability,
claim or demand.

     78.2 In addition, should Equipment and/or Materials which is subject to
Part 15 of the FCC Rules, during use generate harmful interference to radio
communications, Supplier shall provide the Company information relating to
methods of suppressing such interference and pay the cost of suppressing such
interference or, at the option of Company, accept the return of the Equipment
and/or Materials and refund to Company the price paid for the Equipment and/or
Materials less a reasonable amount for depreciation, if applicable.

     78.3 To the extent that Equipment and/or Materials furnished under this
Agreement is also subject to FCC Rules governing the use of the Equipment and/or
Materials as a component in a system as identified in the applicable Technical
Specifications, Company shall be responsible for compliance with the applicable
FCC Rules governing the system. Supplier shall fully cooperate with Company, by
providing technical support and information, and, upon written request from
Company, shall modify Equipment and/or Materials to enable Company to ensure
ongoing compliance with the FCC Rules. Company shall pay any increase in
Supplier's costs and/or expenses resulting from Company's request to modify
Equipment and/or Materials to enable Company to comply with the FCC Rules.

<PAGE>

     78.4 Nothing in this clause shall be deemed to diminish or otherwise limit
Supplier's obligations under Article 22, EQUIPMENT AND MATERIALS WARRANTY or any
other Article of this Agreement.

     ARTICLE 79 - RELEASES VOID

     79.1 Neither party shall require (a) waivers or releases of any personal
rights or (b) execution of documents which conflict with the terms of this
Agreement from employees, representatives or customers of the other in
connection with visits to its premises and both parties agree that no such
releases, waivers or documents shall be pleaded by them or third persons in any
action or proceeding

     ARTICLE 80 - RIGHT OF ENTRY

     80.1 Company shall have the right with ten (10) business days' prior
written notice to enter Supplier's premises during normal business hours with
respect to the performance of this Agreement including an audit, inspection or a
quality review, subject to all plant rules and regulations, clearances, security
regulations and procedures as applicable. Supplier shall, at no charge, provide
Company with safe and proper facilities for such purpose.

     ARTICLE 81 - SEVERABILITY

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

     ARTICLE 82 - SUPPLIER'S INFORMATION

     82.1 Supplier shall not provide under, or have provided in contemplation
of, this Agreement any technical, business or other information, however
conveyed, or any document, print, tape, disc, semiconductor memory or other
information-conveying tangible article, unless Supplier has the right to do so,
and Supplier shall not view any of the foregoing as confidential or proprietary.

     82.2 If Supplier must furnish any such information to Company with
restrictions, it shall only be furnished after negotiation and execution on
behalf of Company of a separate written Non-Disclosure Agreement, substantially
similar in form to that provided for example in Attachment I hereto,
specifically identifying the documents to be furnished and setting forth
Company's rights and obligations with respect thereto.

     82.3 Notwithstanding the above, Company will protect software received from
Supplier with the same degree of care that Company uses to protect its own
software that it does not wish to become public knowledge.

     ARTICLE 83 - SURVIVAL OF OBLIGATIONS

     83.1 The obligations of the parties under this Agreement, which by their
nature would continue beyond the termination, cancellation or expiration of this
Agreement, shall survive termination, cancellation or expiration of this
Agreement.

     ARTICLE 84 - USE OF INFORMATION

     84.1 Supplier shall view as Company's property any idea, data, program,
technical, business or other information, however conveyed, and any document,
print, tape, disc, semiconductor memory, or other tangible information-conveying
or performance-aiding article owned or controlled by Company, and provided to,
or acquired by, Supplier under or in contemplation of this Agreement
(Information).

<PAGE>


Following Company's directions, Supplier shall at its own expense, destroy or
surrender any article or copy of Information. Supplier shall keep Information
confidential, use it only in performing under this Agreement and obligate its
employees, subcontractors and others working for it to do so. This shall not
apply to information previously known to Supplier free of obligation, or made
public through no fault of Supplier.

     ARTICLE 85 - LIMITATION OF LIABILITY

     85.1 Neither party shall be liable for any incidental, indirect, or
consequential damages arising out of the breach of any provisions of this
Agreement. These limitations of liability shall not apply to Supplier's
obligations under Article 73 - INFRINGEMENT or to any liability of either party
arising from or related to any personal injury (including death).







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



  NMS COMMUNICATIONS                          LUCENT TECHNOLOGIES INC.

  By:                                         By:
     --------------------------                  -----------------------------

  Name:                                       Name:
       ------------------------                    ---------------------------

  Title:                                      Title:
        -----------------------                     --------------------------

  Date:                                       Date:
       ------------------------                    ---------------------------