<PAGE>

                                                                   EXHIBIT 10.23







          FRAME CONTRACT
          FOR WIRELESS FIXED ACCESS



          FOR PURCHASER:                     FOR CONTRACTOR:

          ET - 089/53000-17                  00-05/0-S


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                                                                           2(29)

<TABLE>
TABLE OF CONTENTS
<S>                                                                        <C>
 1  HEADING.............................................................    4
 2  PREAMBLE (BACKGROUND)...............................................    4
 3  DEFINITIONS.........................................................    5
 4  CONTRACT DOCUMENTS..................................................    7
 5  CONTRACTOR`S SCOPE OF SUPPLY........................................    7
 6  PURCHASER'S UNDERTAKINGS............................................    8
 7  ORDER PROCEDURE.....................................................    9
 8  SPECIFICATIONS......................................................   10
 9  VARIATION...........................................................   10
10  PRICES..............................................................   10
11  TERMS OF PAYMENT....................................................   11
12  DOCUMENTATION.......................................................   13
13  FACTORY TESTS AND INSPECTIONS.......................................   13
14  PACKING AND MARKING.................................................   13
15  TAXES, DUES AND LEVIES..............................................   13
16  PROJECT CONTROL AND STANDARD LEAD-TIME SCHEDULE.....................   14
17  DELIVERY............................................................   15
18  TITLE AND RISK, TRANSPORTATION, STORAGE AND INSURANCE...............   15
19  ACCEPTANCE..........................................................   16
20  DELAYS..............................................................   17
21  LICENSE.............................................................   18
22  WARRANTIES..........................................................   20
23  INFRINGEMENTS.......................................................   22
24  GENERAL LIMITATION OF LIABILITY.....................................   23
25  SPARE PARTS.........................................................   23
26  TRAINING............................................................   24
27  MODIFICATION OF CONTRACT............................................   24
</TABLE>
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                                                                           3(29)

<TABLE>
<S>                                                                        <C>
28  FORCE MAJEURE.......................................................    24
29  CONFIDENTIALITY.....................................................    25
30  TERMINATION.........................................................    26
31  ENTIRE CONTRACT.....................................................    27
32  PUBLICITY...........................................................    27
33  NOTICES.............................................................    27
34  LANGUAGE............................................................    27
35  TECHNICAL AND SOFTWARE SUPPORT......................................    27
36  GOVERNING LAW.......................................................    28
37  ARBITRATION.........................................................    28
38  EXPORT CONTROLS.....................................................    28
39  EFFECTIVE DATE OF CONTRACT AND TERM OF VALIDITY.....................    28
</TABLE>
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                                                                           4(29)

1    HEADING

          This Contract is made and entered into on May, 15-th 2000, between

          AS Eesti Telefon (register code 10283074), a legal entity duly
          incorporated and existing under the laws of Estonia, having its
          registered office in 12 Kreutzwaldi st. 15033 Tallinn, Estonia and
          represented by Member of the Board Jaan Sven Mannik, who acts on the
          basis of the Articles of Association, hereinafter referred to as the
          "Purchaser", of the one part

                                      and

          Airspan Communications Ltd., a legal entity duly incorporated and
          existing under the laws of England and Wales, having its registered
          office in Cambridge House, Oxford Road, Uxbridge, Middlesex, UB8  1UN,
          England and represented by Mr J. Caffarelli, Chief Financial Officer,
          who acts on the basis of the articles of association, hereinafter
          referred to as the "Contractor", of the other part.

          Purchaser and Contractor are hereinafter called the "Party", or,
          collectively the "Parties".

          Each Party represents and warrants with respect of itself that:

          (I) it is duly qualified and competent and has the full power and
          authority to enter into this Contract. By entering into or performing
          this Contract it does not exceed or violate its powers, authority and
          any other agreement it is party to or any legal act or any document
          binding on it;

          (ii) its representatives signing this Contract are duly authorized to
          do so.

2    PREAMBLE (BACKGROUND)

          Purchaser has the intention to purchase Wireless Fixed Access in order
          to provide Wireless Fixed Access capacity for telecommunication
          services in Estonia.

          In order to find a contractor on whose skill to furnish suitable
          Wireless Fixed Access and Technical and Software Support Purchaser can
          rely on, Purchaser studied a number of prospective tenders and their
          offers for the supply of all necessary software and hardware to
          achieve the objects outlined above and otherwise dealt with in
          discussions with the tenders.

          The Purchaser represents and warrants that by entering into or
          performing this Contract it does not violate any valid law on public
          procurement, competition and/or other legislation of Estonia.

          Purchaser undertakes to purchase from Contractor Wireless Fixed Access
          as defined hereunder to be operated in the public telephone network in
          Estonia.

          Contractor undertakes to sell, deliver and install the hereunder
          defined Wireless Fixed Access to Purchaser in accordance with the
          terms and conditions of this Contract and individual Purchase Orders
          placed according to this Contract.
<PAGE>

                                                                           5(29)

          Therefore Parties have agreed as follows:

3    DEFINITIONS

          The following expressions shall have the meaning hereby assigned to
          them unless the context would obviously require otherwise.

          1)   "Acceptance Certificate", means the written confirmation of
               acceptance to be issued by Purchaser in accordance with Article
               19.

          2)   "Acceptance Test", means the test(s) to be carried out in
               accordance with Article 19.

          3)   "Actual Date of Delivery", means the date(s) the Wireless Fixed
               Access, Documentation and/or Spare Parts are actually delivered
               to Turi st. 5, Tallinn and delivered to the authorised
               representative of the Purchaser against signature. Purchaser must
               sign for receipt of the equipment within twenty-four (24) hours
               of its arrival, otherwise it will be deemed to have been received
               on its arrival date.

          4)   "Purchaser" means AS Eesti Telefon and includes its successors
               and permitted assigns.

          5)   "Contract", means this Contract entered into between Purchaser
               and Contractor including all Annexes, which are incorporated to
               the said Contract in accordance with Article 4, as well as any
               Contract Amendment.

          6)   "Contract Amendment", means a document duly signed by the Parties
               by which any alterations, amendments or modifications to the
               terms and conditions of the Contract shall be introduced in the
               Contract, pursuant to Article 27 below.

          7)   "Contract Price", means the price of each placed and acknowledged
               by the Contractor Purchase Order in accordance with Article 7.

          8)   "Contractor", means Airspan Communications Ltd. and includes its
               successors and permitted assigns.

          9)   "Contractual Date of Delivery", means the date(s) the Wireless
               Fixed Access, Documentation or Spare Parts shall be delivered to
               Turi st 5, Tallinn according to the Purchase Order. This date may
               be amended by written agreement between the parties. The
               Contractual Date of Delivery is the latest date agreed upon by
               the parties.

          10)  "Date of Acceptance", means the date(s) when the Wireless Fixed
               Access Infrastructure is actually accepted or deemed as accepted
               in accordance with Article 19.

          11)  "Date of Completion", initially means the date(s) specified in
               the Purchase Order on which the Wireless Fixed Access
               Infrastructure shall be
<PAGE>

                                                                           6(29)

               installed and be notified ready for successful Acceptance Test,
               taking into account postponements in accordance with Article
               20.2. This date may be amended by written agreement between the
               parties. The Date of Completion is the latest date agreed upon by
               the parties.


          12)  "Documentation" means the documentation specified in Annex 3.

          13)  "Hardware" means such equipment included in the Wireless Fixed
               Access as specified in Annex 1.

          14)  "Installation", means the activities to be provided by
               Contractor, in accordance with the Contract, to enable the
               Wireless Fixed Access Infrastructure to be installed at the Date
               of Completion.

          15)  "Purchase Order" shall have the respective meaning in accordance
               with Article 7.

          16)  "Subscriber Terminal" means a set of Hardware and Software for
               installation at the subscriber premises, to be supplied meaning
               in accordance with the terms and conditions of this contract.

          17)  "Service(s)", means Installation and Training.

          18)  "Site(s)", means the actual location(s) where the Wireless Access
               Infrastructure is to be installed.

          19)  "Software", means any such computer program, software module or
               package or any part thereof included in the Wireless Fixed Access
               Infrastructure, Subscriber Terminal or other product supplied by
               Contractor.

          20)  "Spare Parts", means such replacement items of the Wireless Fixed
               Access as specified in Annex 4.

          21)  "Standard Lead-Time Schedule" shall have the respective meaning
               in accordance with Article 16.

          22)  "Support" " shall have the respective meaning in accordance with
               Article 35.

          23)  "Technical and Functional Specification", means the technical and
               functional specification of the Wireless Fixed Access as
               specified in Annex 6.

          24)  "Term of payment" means the term during which the payment has to
               be made by the Purchaser pursuant to Article 11 of this Contract.

          25)  "Variation", has the meaning as prescribed to it in Article 9.

          26)  "Wireless Fixed Access" means the Wireless Fixed Access
               Infrastructure, Subscriber Terminal, Spare Parts, and Services.
<PAGE>

                                                                           7(29)


          27)  "Wireless Fixed Access Infrastructure " means the Airspan AS 4000
               Access Concentrator, Central Terminal, Antenna System and
               Management System including Hardware and associated Software
               components, to be supplied and installed according to the terms
               and conditions of this Contract.

          Other capitalized expressions used in this Contract shall have the
          meanings respectively assigned to them elsewhere in this Contract.
          Words indicating the singular only also include the plural and vice-
          versa, where the context so requires.
          The headings of the Articles are for convenience only and shall not
          affect their interpretation.

4    CONTRACT DOCUMENTS

          This Contract shall consist of the following documents, as amended
          from time to time as provided herein,

a.        This contract document.

b.        The Annexes:
          Annex  1 -  List of Hardware
          Annex  2 -  List of Software
          Annex  3 -  List of Documentation
          Annex  4 -  List of Spare Parts
          Annex  5 -  Service & Installation
          Annex  6 -  Technical Specification and Installation and
                      Maintenance Manual
          Annex  7 -  Standard Lead-Time Schedule
          Annex  8 -  Acceptance Test Procedures
          Annex  9-   Training

          Such documents as are incorporated by reference.

5    CONTRACTOR`S SCOPE OF SUPPLY

          Contractor shall sell and deliver to Purchaser in accordance with the
          terms and conditions of this Contract Wireless Fixed Access
          Infrastructure and Subscriber Terminals to be installed in Estonia,
          Spare Parts and Services based on individual Purchase Orders described
          in Article 7.

          Contractor grants to Purchaser a non-transferable, non-exclusive,
          paid-up license to use the Software during the useful life of the
          associated Equipment on the terms and conditions set forth in Section
          21.

          In the performance of its undertakings Contractor shall to the extent
          ordered

          -    deliver Wireless Fixed Access Infrastructure and Subscriber
               Terminals which are specified in Annexes 1 and 2,

          -    deliver Spare parts as specified in Annex 4,
<PAGE>

                                                                           8(29)

          -    perform Installation for Wireless Fixed Access Infrastructure as
               specified in Annex 5,

          -    perform Training as specified in Annex 9,

          -    deliver Documentation as specified in Annex 3. All Documentation
               shall be in English language unless otherwise stated in this
               Contract.

5.1
          The terms and conditions contained in Article 21 apply to the
          ownership and licensing of the Software of Wireless Fixed Access and
          Documentation.
5.2
          Contractor reserves the right to subcontract such portions of its
          undertakings under this Contract to subcontractors of Contractor's
          choice as Contractor deems appropriate. Contractor shall be
          responsible to Purchaser for the performance by any such
          subcontractors as if performed by Contractor.

6    PURCHASER'S UNDERTAKINGS

          Purchaser shall in a timely and proper fashion:

a)        make the Site available to Contractor's personnel and subcontractors
          with all facilities such as heat, light, ventilation, electric current
          and outlets, adequate storage space if required, at such times as
          reasonably required in order to enable Contractor to start up and
          without interruptions carry out Installation of the Wireless Fixed
          Access Infrastructure in accordance with the Purchase Order;

b)        furnish in a form reasonably specified by Contractor any information
          which Contractor reasonably requests and which is necessary for the
          design, engineering or installation of the Wireless Fixed Access
          infrastructure or otherwise necessary for Contractor to carry out its
          obligations under this Contract, such as, but not limited to technical
          data for interface with existing systems, data and plans for the
          respective Site at the times specifically stipulated in the Standard
          Lead-Time Schedule or Purchase Order or Contractual Date of Delivery
          or as otherwise required for Contractor to carry out his obligations;

c)        obtain and maintain all permits, etc as may be required by Contractor
          for rights of way and other facilities;

d)        arrange for the transportation of the Wireless Fixed Access
          Infrastructure and Documentation up to the Site in order to enable the
          Contractor to complete the Installation of the Wireless Fixed Access
          Infrastructure by the Date of Completion;

e)        accept the delivered Wireless Fixed Access Infrastructure, Subscriber
          Terminals, Spare Parts and Documentation ordered by the Purchaser;

f)        otherwise assist Contractor in all respects reasonably required for
          the due start-up and undisturbed progress of the Installation, subject
          to sufficient notice being given by Contractor; and
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                                                                           9(29)

g)        provide such personnel (properly and adequately as to skill and
          number) as enables Contractor to properly perform its Services.

          Should Purchaser fail to meet or be delayed in meeting his
          undertakings under this Article 6, then Purchaser shall reimburse
          Contractor in respect of all related additional costs and expenses
          incurred without prejudice to Contractor's right to postpone his
          undertaking as regulated in Article 20.2. Such costs and expenses
          shall be paid within 30 days from the Contractor's invoice.

h)        Purchaser will provide Contractor with a twelve (12) month rolling
          forecast of its requirements for Wireless Fixed Access products
          including, but not limited to, details of the required items of
          Wireless Fixed Access Infrastructure, Subscriber Terminals, Software
          and Spare Parts, quantities, delivery and installation dates, and
          requirements for Services. Purchaser will provide the above forecast
          to Contractor during the last month of each calendar quarter.

7    ORDER PROCEDURE

7.1  Orders from Purchaser

          For each Wireless Fixed Access Infrastructure, Subscriber Terminal,
          Spare Parts, Documentation or Services to be delivered, Purchaser
          shall place to Contractor an order in writing (which will hereinafter
          be referred to as "Purchase Order") in accordance with the terms and
          conditions of this Contract.

          Such Purchase Order shall contain a list of Wireless Fixed Access
          Infrastructure, Subscriber Terminals or Spare Parts (with units
          specified according to the list in Annexes 1, 2 and 4), Services,
          Documents, a statement on Contractual Date of Delivery and/or Date of
          Completion (in accordance with the Standard Lead-Time Schedule) and
          available information (e.g. address of Site) about Installation which
          will be performed by Contractor. Such Purchase Order shall as well
          contain unit and total prices in question.

7.2  Order acknowledgement

          Contractor undertakes to provide Purchaser with an order
          acknowledgment within 30 (thirty) days from the day Contractor
          received a Purchase Order specified in Article 7.1.

          If Purchaser has demanded in the Purchaser Order Contractual Date of
          Delivery and/or Date of Completion shorter than stated in Standard
          Lead-Time Schedule (Annex 7), Contractor shall state whether such
          date(s) are accepted or not.

          Contractor shall also state whether Contractor accepts the order in
          all respects according to its terms and conditions. If no such
          statement is given within 30 (thirty) days from the day Contractor
          received a Purchase Order, it shall be considered as Contractor has
          accepted the order.

          Order acknowledgment deviating from terms and conditions of the
          Purchase Order shall be deemed to be recognized by the Purchaser if
          not otherwise stated by the Purchaser within 30 (thirty) days from the
          day Purchaser received a deviating Order acknowledgment.
<PAGE>

                                                                          10(29)

7.3
          If Purchaser is not granted a license to operate the Wireless Fixed
          Access, the first Purchase Order placed by Purchaser may be cancelled
          without obligation to either party. Contractor is not obliged to ship
          any equipment to Purchaser until Purchaser confirms to Contractor in
          writing that it has been granted a license to operate the Wireless
          Fixed Access.

8    SPECIFICATIONS

8.1  Information from Purchaser

          To the extent Contractor has not obtained from Purchaser all necessary
          information already prior to the receiving of Purchase Order,
          Contractor undertakes to request from Purchaser all information
          regarding technical features and characteristics (including signaling)
          of Purchaser's network and equipment that might be relevant to enable
          Contractor to fulfill its undertakings under this Contract, and to
          provide Purchaser with Contractor's Scope of Supply fulfilling all the
          requirements set out in the Specifications or otherwise in this
          Contract.

          To the extent Contractor so requests in writing Purchaser shall
          furnish Contractor as soon as possible with such information as is
          referred to above as well as technical features and other
          circumstances relating to the relevant network and Purchaser's
          equipment being relevant to enable Contractor to fulfill its
          undertakings under this Contract.

9    VARIATION

9.1  General

          Parties recognize that changes of Contractor's Scope of Supply or
          otherwise of this Contract may be necessary or desired after the date
          of signing of this Contract.

9.2
          Any variation, change or addition to the Contractor's Scope of Supply
          or to the Specification together with any reasonable consequential
          adjustment of the Contract Price or other term of the Contract (a
          "Variation") shall be mutually agreed between Purchaser and Contractor
          and confirmed in writing by Purchaser by means of formal Contract
          Amendment issued by Purchaser and countersigned by Contractor, before
          a Variation is binding and put into effect.

          Where either party requests or proposes in writing a Variation the
          other party shall respond without undue delay, but not later than 30
          (thirty) days after the request or proposal has been received.

10   PRICES

10.1
          The prices for the Wireless Fixed Access Infrastructure, Subscriber
          Terminals, Services, Documentation and Spare Parts are specified in
          Annexes of this contract.
<PAGE>

                                                                          11(29)



          The price of each placed and acknowledged by the Contractor Purchase
          Order in accordance with Article 7 shall be the Contract Price.

          The Contract Price shall be in US Dollars (US$ or USD)

10.2

          The Contract Price is exclusive of value added tax ("VAT") valid in
          Estonia. VAT shall be paid by the Purchaser pursuant to the Estonian
          VAT rate valid at the date of respective payment.

          The Contract Price shall include all Contractor`s costs up to Turi st.
          5, Tallinn.

          The Contract Price does not include any cost for temporary storage and
          transportation from Turi 5, Tallinn up to the Site and appropriate
          insurance from the Date of Delivery until the Date of Acceptance. In
          case the Contractor arranges and pays for transportation, temporary
          storage and insurance, the actual costs incurred by Contractor shall
          be reimbursed by the Purchaser in accordance with Article 11.

10.3

          The Contract Price is fixed and firm without prejudice to the
          provision set out in Article 11.10 of this Contract, and shall not be
          varied, except as a result of a Variation in which case the
          consequential adjustment of the Contract Price shall be agreed upon in
          writing in accordance with Article 9. Additional products and pricing
          may be added by revisions to the Annexes agreed to by the parties.

11   TERMS OF PAYMENT


          Payment of the Contract Price shall be made by Purchaser to Contractor
          as follows:

11.1

          Payments shall be made in US Dollars (US$ or USD) on the basis of
          corresponding invoices submitted by the Contractor to the Purchaser.
          All payments shall be deemed to have been fully discharged when
          credited to account set out in corresponding invoice.

11.2  Wireless Fixed Access Infrastructure and Subscriber Terminal

          Full Contract Price of the each shipment of the ordered Wireless Fixed
          Access Infrastructure or Subscriber Terminal shall be due on Actual
          Date of Delivery (Clause 17.2) and paid in full within 30 (thirty)
          days of the Actual Date of Delivery or the invoice date, whichever
          occurs the latest.

11.3  Installation

          Full Contract Price for the Installation of the corresponding Wireless
          Fixed Access Infrastructure shall be paid within 30 (thirty) days of
          the Date of Acceptance and receipt by Purchaser of the corresponding
          invoice, whichever occurs the latest.
<PAGE>

                                                                          12(29)

11.4  Training

          Full Contract Price for training sessions shall be paid within 30
          (thirty) days of the completion of the respective training session and
          receipt by Purchaser of the corresponding invoice, whichever occurs
          the latest.

11.5  Maintenance and Technical Support

          Maintenance and Technical Support shall be effected and paid for
          according to the separate contract.

11.6  Spare Parts and Documentation

          Full Contract Price for each shipment of ordered Spare Parts and
          Documentation shall be paid within 30 (thirty) days of the Actual Date
          of Delivery and receipt by Purchaser of the corresponding invoice,
          whichever occurs the latest.

11.7  Transportation, Storage, Insurance and Reimbursements

          Payment of the actual cost incurred by the Contractor for
          transportation, temporary storage and insurance in accordance with
          Article 18 shall be made by Purchaser in full within 30 (thirty) days
          after receipt of the invoice for the amount actually incurred.

11.8  Overdue Payments

          Any overdue payment shall carry an indemnity at a rate of 12 (twelve)
          percent per annum on the amount of the delayed payment.

11.9
          Payment is deemed to be made by Purchaser to Contractor when received
          at Contractor's appointed bank account. Contractor's bank account
          details for such payments are:

          Bank:                    Lloyds Bank
                                   32 Commercial Way
                                   Woking
                                   Surrey GU21 1ER
                                   England

          Sort Code:               30-99-80
          Account Name:            ACL Communications Limited
          Account No:              11232312
          Further Instructions:    "Reference (customer name)
                                   P.O. No. _______,
                                   Payment of Invoice No. _________."

          The above bank account details may be changed by Contractor giving
          Purchaser notice in writing.

11.10 Changes in the costs and exchange rates

          If after this Contract is signed, the Contractor's costs for the
          performance of the Contract regarding the subject matter of the
          contract shall increase due to the reason
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                                                                          13(29)

          of any new law, regulation or ordinance having the force of law in
          Estonia, the Contract Price or any other prices in this Contract shall
          be increased accordingly.

12   DOCUMENTATION

          Contractor shall supply to Purchaser 1 (one) set of the documents
          enumerated in Annex 3 comprising drawings, descriptions, manuals etc.
          supporting the operation and maintenance of the Wireless Fixed Access
          Infrastructure and Subscriber Terminal. The Documentation shall be
          supplied in English and in Contractor's standard format within the
          times stipulated in the Standard Lead-Time Schedule (Annex 7).

          Where it is found that any part of the Documentation supplied are not
          complete and/or incorrect, each Party shall notify the other party and
          Contractor shall promptly complete and/or correct such part of the
          Documentation and Contractor's responsibility for the Documentation
          being incomplete or incorrect is limited to such rectification.

          The Documentation is supplied subject to the provisions of Article 21.

13   FACTORY TESTS AND INSPECTIONS

          The Hardware, Software and Spare Parts shall be tested by Contractor
          in accordance with Contractor's relevant standard factory testing
          procedures. Purchaser shall have the right to be present during the
          performance of such factory tests. Purchaser shall notify Contractor
          of his or his representatives arrival not later than 10 (ten) days in
          advance. All travelling expenses as well as all other costs for
          Purchaser or his representatives are to be borne by Purchaser.

          Contractor warrants that the Hardware, Software and Spare Parts will
          be shipped only in case it has successfully passed Contractor's
          relevant factory tests or other quality controls.

14   PACKING AND MARKING

          All items shall be suitably packed in accordance with Contractor's
          standard packing and shipping specifications and the requirements of
          the carrier.

          Deliveries as well as packing lists shall refer to Contractors code
          numbers and to Purchasers relevant Purchase Order.

15   TAXES, DUES AND LEVIES

          If the Purchaser is liable for any taxes or dues levied in Estonia,
          which the Contractor is obliged to pay or the Purchaser is obliged to
          deduct from any payment to the Contractor pursuant to any existing or
          future laws of Estonia, then the amount to be paid by the Purchaser
          shall be increased by the amount of such taxes or dues.
<PAGE>

                                                                          14(29)

16   PROJECT CONTROL AND STANDARD LEAD-TIME SCHEDULE

16.1
          For the continuous supervision of Parties' performance under this
          Contract, Contractor and Purchaser shall for every Purchase Order of
          Wireless Fixed Access Infrastructure form a joint permanent project
          group.

16.2

          Contractor shall during the execution of this Contract appoint a
          Project Controller for the project who will:

a)        be fully conversant with all "at works" background of the project

b)        have sufficient delegated authority to make day to day decisions on-
          Site during the progress of the project without recourse to his head
          office in addition to having full control of the project personnel on
          Site.

16.3

          Purchaser shall appoint a Project Manager. The Project Manager and
          Contractor's Project Controller shall maintain the closest possible
          co-operation at all times.

16.4

          Parties shall bear all costs for their representatives.

16.5

          If necessary, meetings shall be held in order to adopt decisions. At
          the meeting the minutes shall be kept and signed by the Project
          Manager and Project Controller. Decisions adopted at such meetings
          shall be binding on both Parties. Project Manager and Project
          Controller shall not be authorized to make decisions that will affect
          the Contract Price or otherwise result in modification of this
          Contract.

16.6

          When considered necessary by Party in question representatives of his
          subcontractors and experts may attend the meetings. The costs for
          representatives of the subcontractors of a Party shall be borne by
          Party in question.

16.7

          Without prejudice to the provisions of Clause 28 Parties shall
          immediately inform each other in writing in the event that they have
          any reason to believe that circumstances exist or might occur that may
          have as a result that they will not be able to fulfill their
          obligations under this Contract according to Standard Lead-Time
          Schedule and/or Purchase Order.

          In such cases Parties shall meet to determine what action is required.
          Any action that might be determined as a consequence hereof shall be
          without prejudice to any right or remedy Parties may have under this
          Contract.
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                                                                          15(29)

16.8 Standard Lead-Time Schedule

          To this Contract is attached as Annex 7 Standard Lead-Time Schedule
          stating certain periods and/or dates for delivery of Wireless Fixed
          Access Infrastructure, Subscriber Terminals, Spare Parts, Training or
          Documentation and for installation of Wireless Fixed Access
          Infrastructure. Parties undertake to fulfill their undertakings under
          this Contract in accordance with Standard Lead-Time Schedule if not
          otherwise stated in the Purchase Order as a longer lead-time.

17   DELIVERY

17.1 Contractual Date of Delivery

          Each Wireless Fixed Access Infrastructure, Subscriber Terminal,
          Documentation or Spare Parts will be delivered to Turi st. 5, Tallinn
          on the date agreed upon between the parties as the Contractual Date of
          Delivery of the Wireless Fixed Access Infrastructure, Subscriber
          Terminal, Documentation or Spare Parts in question.

17.2 Actual Date of Delivery

          Actual Date of Delivery of Wireless Fixed Access Infrastructure,
          Subscriber Terminal, Documentation or Spare Parts shall be the date
          when Wireless Fixed Access Infrastructure, Subscriber Terminal,
          Documentation and/or Spare Parts in question are actually delivered to
          Turi st. 5, Tallinn and delivered to the authorized representative of
          Purchaser against signature. Purchaser must sign for receipt of the
          equipment within 24 hours of its arrival, otherwise it will be deemed
          to have been received on its arrival date.

18   TITLE AND RISK, TRANSPORTATION, STORAGE AND INSURANCE

18.1 18.1 Title and Risk of Loss

          Risk of loss to the Wireless Fixed Access Infrastructure, Subscriber
          Terminal, Documentation and Spare Parts shall pass to the Purchaser on
          the Actual Date of Delivery.

          Title to the Wireless Fixed Access Infrastructure, Subscriber Terminal
          and Spare parts (except Software and Documentation) shall pass to
          Purchaser on the Actual Date of Delivery.

18.2 Transportation, Storage and Insurance

          Unless otherwise agreed in writing, Purchaser shall

a)        arrange and pay for transportation of the Wireless Fixed Access
          Infrastructure, Subscriber Terminals, Spare Parts and Documentation
          from Turi st. 5, Tallinn up to the Site, and

b)        arrange and pay for temporary storage of the Wireless Fixed Access
          Infrastructure, Subscriber Terminals, Spare Parts and Documentation
          before installation if it should be required due to Purchaser's delay
          with Site preparation.

          In case the activities under a) and b) above are carried out by
          Contractor, the Contractor shall act on Purchaser's behalf and at its
          cost.
<PAGE>

                                                                          16(29)

          Purchaser shall reimburse Contractor for all actual costs incurred
          under this Article and effect payment in accordance with Article 11.

19      ACCEPTANCE

19.1    Acceptance Test for the Wireless Fixed Access Infrastructure

19.1.1

          Acceptance Test procedures for the Wireless Fixed Access
          Infrastructure designed to verify that the Wireless Fixed Access
          Infrastructure will operate and perform in accordance with the
          Specification are specified in Annex 8.

19.1.2

          Contractor shall notify Purchaser in writing that the Wireless Fixed
          Access Infrastructure is ready for Acceptance Test and such test shall
          commence within 10 (ten) days from the date of such notice.

          Within 10 (ten) days from the date of the said notice Purchaser and
          Contractor shall jointly carry out and complete the Acceptance Test,
          the result of which shall be accounted for in a jointly signed
          protocol. In case Purchaser does not attend the Acceptance Test
          Contractor shall have the right to carry out and complete the test and
          shall forthwith forward the protocol to Purchaser.

19.1.3

          Within 10 (ten) days from completion of the Acceptance Test, or in
          case the tests were completed by Contractor in the absence of
          Purchaser, within 10 (ten) days from the receipt by Purchaser of the
          protocol, Purchaser shall give Contractor a written notice stating
          whether or not the Wireless Fixed Access Infrastructure is accepted.

          If the Wireless Fixed Access Infrastructure is not accepted by
          Purchaser due to the fact that the Wireless Fixed Access
          Infrastructure does not fulfil the requirements of Specification, the
          above mentioned written notice shall specify the particulars of the
          alleged deviation from the Specification and where the same is alleged
          to exist or to have occurred. Contractor shall with all reasonable
          speed under the circumstances and at his own expense remedy the
          deviation and the Acceptance Test procedure for the relevant or
          affected part shall, if Purchaser so requires, be repeated in
          accordance with the provisions of this Article.

19.1.4

          Acceptance shall not be refused because of minor deviations which do
          not prevent the Wireless Fixed Access Infrastructure to be put into
          operation. However, this will not relieve Contractor from his
          obligation to remedy said deviations without delay.

19.1.5

          If Contractor has not received the said written notice from Purchaser,
          stating whether or not the Wireless Fixed Access Infrastructure is
          accepted, within 10 (ten) days from completion of the Acceptance Test
          or from Purchaser's receipt of the test protocol, as the case may be,
          the Wireless Fixed Access Infrastructure shall be deemed accepted as
          of the last day of said period of 10 (ten) days.
<PAGE>

                                                                          17(29)

19.1.6

          If Purchaser should take over or use for commercial purposes the
          Wireless Fixed Access Infrastructure, such take over or use shall be
          deemed as acceptance of the Wireless Fixed Access Infrastructure.

19.1.7

          When according to the above, the Wireless Fixed Access Infrastructure
          is accepted or deemed accepted, such acceptance shall be confirmed by
          the issuance by Purchaser of an Acceptance Certificate. The Acceptance
          Certificate shall be issued promptly and at the latest 3 (three) days
          after Contractor's written request.

19.2   Installation and acceptance of the Subscriber Terminal.

19.2.1

          Purchaser shall carry out and complete the installation and acceptance
          of the Subscriber Terminal at his own cost and risk.

20     DELAYS

20.1
          If Contractor at any time has reason to believe that the Contractual
          Date of Delivery or Date of Completion will be delayed, Contractor
          shall promptly notify Purchaser and shall subsequently define in
          writing the estimated period of delay.

20.2

          In case of force majeure or delays imputable to Purchaser or in
          Purchaser's undertakings under Article 6 causing Contractor a delay,
          shall entitle Contractor to postpone any of his undertakings to such
          extent as reasonable having regard to all circumstances. For delays
          imputable to Purchaser, Contractor shall be reimbursed for his costs
          in accordance with the said Article 6.

20.3

          Should, due to circumstances for which Contractor is solely
          responsible, any material portion of the Wireless Fixed Access
          Infrastructure not be notified as being ready for Acceptance Test at
          the date(s) agreed upon by the parties in writing as the Date of
          Completion, or within any extended or postponed period according to
          Article 20.2, as the case may be, Purchaser shall have the right to
          claim liquidated damages starting from the next day following the day
          the above agreed upon Date of Completion should have occurred or after
          the extended or postponed period according to the Article 20.2, as the
          case may be. A grace period of one (1) week shall be given before any
          liquidated damages shall become due. However, upon lapse of the first
          week of delay, the full delay shall be counted in computing any
          liquidated damages.

          The liquidated damages shall for each full week of delay be 0.5
          percent of the price payable by Purchaser under this Contract for that
          part(s) of the Wireless Fixed Access Infrastructure which cannot be
          tested or which is delayed as a direct result of the inability to test
          due to such delay up to maximum of ten percent (10%) of the above
          price payable by Purchaser (i.e., a delay of twenty (20) weeks).
<PAGE>

                                                                          18(29)

20.4

          Should, due to circumstances for which Contractor is solely
          responsible, the Actual Date of Delivery of Subscriber Terminal, Spare
          Parts or Documentation occur later than the Contractual Date of
          Delivery agreed upon by the parties or any extended or postponed
          period according to Article 20.2, as the case may be, then the
          Purchaser shall have the right to claim liquidated damages starting
          from the next day following the day the agreed upon Actual Date of
          Delivery should have occurred or after the extended or postponed
          period according to the Article 20.2, as the case may be.

          The liquidated damages shall for each full week of delay be 0.5
          percent of the price payable by Purchaser under this Contract for the
          Subscriber Terminal, Spare Parts or Documentation in question, due to
          such delay up to maximum of ten percent (10%) of the above price
          payable by Purchaser for the items in question (i.e., a delay of
          twenty (20) weeks).

20.5

          The aforesaid liquidated damages shall be full and exclusive
          compensation for any delay in delivering the Wireless Fixed Access
          Infrastructure, Subscriber Terminals, Spare Parts or Documentation and
          in delivering and installing the Wireless Fixed Access Infrastructure.
          Equipment shipped against different Purchase Orders will be treated
          independently when determining any delay and when calculating and
          assessing any liquidated damages. In no event shall the aggregate
          liquidated damages attributable to delays of equipment supplied
          against a given Purchase Order exceed ten percent (10%) of the
          Contract Price of that Purchase Order.

20.6

          The payment of liquidated damages shall not relieve Contractor from
          the obligation to deliver Subscriber Terminals, Spare Parts or
          Documentation and also deliver and install the Wireless Fixed Access
          Infrastructure.

21   LICENSE

21.1
          Subject to the terms and conditions set forth in this Article,
          Purchaser is hereby granted a non-exclusive restricted paid-up right
          and license to use the Software and Documentation, but only for
          Purchaser's own operation in Estonia and maintenance of the Wireless
          Fixed Access in accordance with this Contract, and not otherwise. The
          Software may only be used on equipment supplied by Contractor.

21.2

          Notwithstanding anything in this Contract to the contrary, it is
          understood that Purchaser is receiving no title or ownership rights to
          the Software or Documentation, and all such rights shall remain with
          Contractor or its suppliers.

21.3

          Purchaser agrees that the Software or Documentation provided to it by
          Contractor under this Contract or any renewals, extensions, or
          expansions thereof, shall, as between the parties hereto, be treated
          as proprietary and a trade secret of Contractor or its suppliers, and
          be subject to the provisions of Article 29.
<PAGE>

                                                                          19(29)

21.4

          In pursuance of the foregoing Purchaser shall:

a)        not provide or make the Software or Documentation or any portions or
          aspects thereof (including any methods or concepts utilized or
          expressed therein) available to any person except to its employees on
          a "need to know" basis;

b)        not modify, decompile or reverse engineer the Software without the
          prior written consent of Contractor;

c)        not make any copies of Software or Documentation or parts thereof,
          except for archival purposes, without Contractor's prior written
          approval;

d)        when making permitted copies as aforesaid transfer to the copy/copies
          any copyright or other marking on the Software or Documentation.

21.5

          If Contractor or its suppliers modifies or changes the Software to
          permit additional features or services which are then released for
          general delivery to customers such Software will at Purchaser's
          request be made available to Purchaser at the then prevailing prices
          for those features or services. Contractor does not warrant that all
          future releases of its software will be compatible with the version of
          Hardware being operated by Purchaser or, if it is compatible, that all
          functionality available in the new version of the Software will
          operate on the version of Hardware being operated by Purchaser.

21.6

          Purchaser and any successor to Purchaser's title shall have the right
          without further consent of Contractor to transfer this license to a
          third party which acquires the Wireless Fixed Access or part of it,
          provided any such third party agrees in writing to abide by all the
          terms and conditions of this license. Purchaser may only transfer the
          license to a third party following receipt of written agreement from
          Contractor, such agreement not to be unreasonably withheld or delayed.

21.7

          The price for the License is included in the Contract Price.

21.8

          Purchaser shall be liable to the Contractor for all damages arising
          out of the breach of the obligations of this Article 21.

21.9

          The obligations of Purchaser under this Article 21 shall survive the
          termination or expiration of this Contract for any reason.
<PAGE>

                                                                          20(29)

22    WARRANTIES

22.1  The Wireless Fixed Access Infrastructure and Subscriber Terminal

          Contractor warrants that the Wireless Fixed Access Infrastructure and
          Subscriber Terminal will, for the twelve (12) month warranty periods
          set forth in Sections 22.2 and 22.3, substantially conform to and
          function and operate in accordance with the criteria and
          specifications set forth in the Technical Specification (Annex 6).

22.2  Hardware and Spare Parts

          Contractor shall, for a period of 12 (twelve) months from the
          respective Date of Acceptance at his option without undue delay repair
          or replace without charge to Purchaser any part of the Hardware of the
          Wireless Fixed Access Infrastructure found to be faulty by reason of
          defective material, construction or workmanship.

          Contractor shall, for a period of 12 (twelve) months from the
          respective Actual Date of Delivery at his option without undue delay
          repair or replace without charge to Purchaser any part of the Hardware
          of the Subscriber Terminal or Spare Parts found to be faulty by reason
          of defective material, construction or workmanship.

          Consumable parts, such as lamps, fuses etc, are excluded from said
          warranty.

22.3  Software

a)        Contractor shall, for an initial period of 12 (twelve) months from the
          Date of Acceptance of Wireless Fixed Access Infrastructure at his
          option without undue delay, correct or replace without charge to
          Purchaser any part of Software found to cause a material deviation
          from the functionality specified in the Technical Specification (Annex
          6) that is affecting Purchasers ability to provide service to its
          customers and which is directly attributable to the Software

b)        Contractor shall, for an initial period of 12 (twelve) months from the
          Actual Date of Delivery of Subscriber Terminal at his option without
          undue delay, correct or replace without charge to Purchaser any part
          of Software found to cause a material deviation from the functionality
          specified in the Technical Specification (Annex 6) that is affecting
          Purchasers ability to provide service to its customers and which is
          directly attributable to the Software

c)        Documentation of corrected or replacement Software will be furnished
          to Purchaser free of charge.

d)        The above warranties in respect of Software shall not apply to any
          failure caused by modification of the Hardware or Software without
          Contractor's written approval.

22.4  General


a)        Contractor warrants that he has good and valid title to Hardware and
          Spare Parts in which ownership is transferred under this Contract and
          with regard to any license rights granted in respect of Software and
          Documentation, that Contractor has the right and the power to grant
          such rights.

b)        Any warranty above in this Article 22, shall only apply if
<PAGE>

                                                                          21(29)


          1.   the Wireless Fixed Access is used and maintained under normal
               conditions and in accordance with the documents, information and
               advice furnished by Contractor and the training provided under
               this Contract,

          2.   Purchaser without undue delay has given Contractor notice of such
               defects, non-conformities or deviations before the expiration of
               the applicable warranty period,

          3.   such defect, non-conformity or deviation was not caused by inter-
               working equipment not supplied under this Contract, and

          4.   Purchaser shall give Contractor every opportunity to inspect and
               remedy such defect, non-conformity and deviation.


c)        THE WARRANTIES GIVEN IN THIS ARTICLE 22 CONSTITUTE THE ONLY WARRANTIES
          MADE BY CONTRACTOR WITH RESPECT TO THE WIRELESS FIXED ACCESS AND ARE
          IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
          LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
          PARTICULAR PURPOSE.

d)        This Article 22 provides Contractor's sole liability and Purchaser's
          sole remedy for claims of infringements of warranty.

22.5

          In no event shall Contractor be obliged to provide on-site
          maintenance. Subject to the provisions of this warranty clause,
          defective parts or components must be returned by Purchaser to
          Contractor's designated facility, freight prepaid, within the above
          warranty periods, and said defective parts will be repaired or
          replaced by Contractor at no charge to Purchaser. In connection with
          such return by Purchaser, Purchaser shall comply with Contractor's
          Return Material Authorization (RMA) procedures. Risk of loss or damage
          to equipment or Software returned to Contractor for repair or
          replacement shall be borne by Purchaser until delivery to Contractor.
          Upon delivery of such equipment or Software, Contractor shall assume
          the risk of loss or damage until that time that the equipment or
          Software being repaired or replaced is returned and delivered to
          Purchaser. Purchaser will pay all transportation costs for such
          equipment or Software shipped to Contractor for repair or replacement.
          Contractor shall pay all transportation costs associated with
          returning repaired or replaced equipment or Software to Purchaser
          unless there was no fault found (NFF), in which event, the Purchaser
          shall pay such transportation costs, along with Contractor's then
          prevailing standard NFF charge.

          Contractor will charge Purchaser for any maintenance carried out which
          is not covered by the warranties contained in this Section 22 at
          Contractor's then prevailing standard rates for such services.
<PAGE>

                                                                          22(29)

23   INFRINGEMENTS

23.1

          The Contract Price shall include all amounts payable for patent
          rights, copyrights, registered designs and any other royalties or
          similar rights on or in respect of the Wireless Fixed Access, and
          Contractor shall indemnify and keep indemnified Purchaser against all
          actions or claims for infringement of such patents, copyrights,
          registered designs or any other intellectual property right by reason
          of the proper use of the Wireless Fixed Access in Purchaser's country,
          and Contractor shall promptly, at its option and own expense,

i)        procure for Purchaser and its customer the rights on continued use of
          the Wireless Fixed Access in its present form, or

ii)       replace or modify the Wireless Fixed Access so that it no longer
          infringes any such rights, or

iii)      settle or defend any further claim, suit or proceeding against
          Purchaser arising out of such continued use, or

iv)       if such remedies are not reasonably or economically feasible,
          Contractor may request Purchaser to return such Wireless Fixed Access
          Infrastructure which is under dispute but not yet resolved, compliance
          with such request not to be unreasonably withheld or delayed. In the
          event of such equipment being returned, Contractor will, during the
          warranty period set forth in sections 22.2 and 22.3 for such
          equipment, refund to the Purchaser the price paid to Contractor for
          such equipment or will, after the above warranty period for such
          equipment, refund the depreciated value of such equipment. The
          Purchaser shall make available services to Contractor on Site for
          restitution, dismantling and removal of such Wireless Fixed Access
          Infrastructure. Expenses incurred in the course of the above mentioned
          activities shall be borne according to separate agreement by the
          Parties.

          If such an infringement has occurred due to the Contractor's fault the
          Purchaser has the right to demand from the Contractor liquidated
          damages in the amount of 10 (ten) per cent of the above amount
          refunded by Contractor to Purchaser;

          provided always:

a)        that Purchaser without delay informs Contractor in writing of any
          claim made by reason of alleged infringement as aforesaid and refrains
          from taking action on account of such claims without previous approval
          of Contractor and shall co-operate with Contractor in the defense
          and/or settlement of such claims;

b)        that Purchaser without delay informs Contractor in writing if legal
          action is taken on account of such claim and that Contractor shall
          have full authority to defend or settle the same;

c)        that Contractor is informed of all circumstances which may be of
          relevance in the legal action taken and Purchaser refrains from all
          steps in any legal action which may prejudice Contractor;
<PAGE>

                                                                          23(29)

d)        that the infringement or alleged infringement is not arising out of
          the use of the Wireless Fixed Access in combination or conjunction
          with any other item or the use thereof not supplied or manufactured by
          Contractor.

23.2

          This Article 23 provides Contractor's sole liability and Purchaser's
          sole remedy for claims of infringements of intellectual property
          rights brought by a third party by reason of the use of the Wireless
          Fixed Access.

24   GENERAL LIMITATION OF LIABILITY

24.1

          WITHOUT PREJUDICE TO SECTION 24.4, IN NO EVENT SHALL EITHER PARTY HAVE
          ANY LIABILITY TO THE OTHER PARTY FOR LOSS OF PROFITS, INCOME OR DATA,
          INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OR LOSSES ARISING FROM
          THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER CAUSED BY
          NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE, OR FOR LOSS, DAMAGE, OR
          EXPENSE INDIRECTLY ARISING FROM THE USE OF THE EQUIPMENT OR THE
          SOFTWARE, OR THE INABILITY TO USE THEM EITHER SEPARATELY OR IN
          COMBINATION WITH OTHER EQUIPMENT OR SOFTWARE, OR FROM ANY OTHER CAUSE.

24.2

          Without prejudice to Sections 24.3 and 24.4, each party's liability
          for breach of this Agreement shall in no circumstance exceed the total
          amount payable under this Agreement for the provision of the Hardware,
          Software, Spare Parts or Services which gave rise to the loss or
          damage or in connection with which the loss or damage was incurred.

24.3

          Each party shall be liable for physical damage to the other party's
          property resulting from its negligence up to a maximum of
          US$1,000,000.

24.4

          Nothing in this Agreement shall exclude or in any way limit either
          party's liability for death or personal injury caused by its
          negligence.

25   SPARE PARTS

          Such terms and conditions of this Contract that are expressed or by
          their sense and context are intended to govern the supply of Spare
          Parts, shall so govern the supply of Spare Parts.

25.1

          Contractor undertakes to make available Spare Parts or compatible
          substitutes thereof required for the maintenance of the Wireless Fixed
          Access for a period of 8 years from entry into the contract on terms
          and conditions (incl. prices) to be mutually agreed upon.
          Notwithstanding the foregoing, in the event Contractor elects
<PAGE>

                                                                          24(29)

          to discontinue the supply of any Spare Part, then Contractor shall
          provide Purchaser with 1 (one) year's written notice thereof, and
          allow Purchaser to place an end of life Order.

26   TRAINING

          Contractor undertakes to provide for Purchaser's personnel Training as
          specified in Annex 9. The Purchaser shall pay for Training in
          accordance with Article 11.

27   MODIFICATION OF CONTRACT

          No addition or modification of this Contract shall be effective or
          binding on either of the parties hereto unless agreed in writing and
          executed by the respective duly authorized representatives of each of
          the parties hereto.

28  FORCE MAJEURE

28.1
          Contractor shall be excused from the performance or punctual
          performance of any of his obligations under this Contract and the Date
          of Completion and Date of Acceptance of the Wireless Fixed Access
          Infrastructure or Actual Date of Delivery of Subscriber Terminal,
          Spare Parts or Documentation or any other time-limit under this
          Contract shall be extended by a period reasonable under the
          circumstances if the performance of the Contract is prevented or
          delayed by any cause beyond Contractor's reasonable control which,
          without in any way limiting the generality of the foregoing, shall
          include acts of God, riots, wars, accidents, embargo or requisition
          (acts of government), including non-availability of an export license
          for the Wireless Fixed Access or any part thereof or visa and permits
          for Contractor's personnel.

28.2

          The right of relief shall apply irrespective of whether the cause of
          prevention or delay occur before or after the agreed Date of
          Completion, Date of Acceptance or Actual Date of Delivery.

28.3

          In case of force majeure, Contractor shall promptly notify Purchaser
          in writing and furnish Purchaser with all relevant information
          thereto.

28.4

          Should a cause of force majeure continue for more than 6 months,
          either party shall then have the right to terminate this Contract.

28.5

          In the event of this Contract being terminated by either Party
          pursuant to this Article 28, the Contract Price payable by Purchaser
          to Contractor shall be the Contract Price of delivered Wireless Fixed
          Access Infrastructure, Subscriber Terminals, Spare Parts, Software and
          Documentation, and Services which are completed at the date of
          termination.
<PAGE>

                                                                          25(29)

29   CONFIDENTIALITY

29.1
          All disclosure of information under this Contract will be deemed to be
          non-confidential unless specifically designated as confidential or
          proprietary at the time of disclosure or by nature obviously
          confidential or proprietary. The receiving party can freely use, have
          used, disclose to others such non-confidential information; provided,
          however, nothing contained in this Article 29 shall be deemed to grant
          any license under any intellectual property right.

29.2

          If information is orally or visually disclosed and disclosing party
          desires to treat such information as confidential information, the
          disclosing party shall designate it as confidential information at the
          time of disclosure and confirm this in writing within 30 (thirty) days
          after disclosure.

29.3

          Except as provided below in this Article 29, the receiving party of
          such confidential information agrees to treat the same as strictly
          confidential and shall not divulge, directly or indirectly, to any
          other person, firm, corporation, association or entity, for any
          purpose whatsoever, confidential information so received, and shall
          not make use of or copy such confidential information, except for the
          purpose of this Contract. Such confidential information may be
          disclosed only to such of the employees, consultants and
          subcontractors of the receiving party who reasonably require access to
          such information for the purpose for which it was disclosed and who
          have secrecy obligations to the receiving party.

          This commitment shall impose no obligation upon either party with
          respect to any portion of such information that:

          .    was known to the receiving party prior to its receipt from the
               other party;

          .    is now or which (through no act of failure on the part of the
               receiving party) becomes generally known;

          .    is supplied to receiving party by a third party which the
               receiving party in good faith believes is free to make such
               disclosure and without restriction on disclosure;

          .    is disclosed by the disclosing party to third party generally,
               without restriction on disclosure;

          .    is independently developed by the receiving party without use of
               any confidential information provided by the disclosing party.
29.4

          Parties shall be liable for all damages arising out of the breach of
          the obligations of this Article 29.
<PAGE>

                                                                          26(29)


29.5

          The obligation of confidentiality set out in this Article 29 shall
          survive the termination or expiration of this Contract for a period of
          5 (five) years.

30   TERMINATION

30.1

          Should Purchaser become entitled to maximum liquidated damages
          pursuant to Article 20 Purchaser may by notice in writing require
          Contractor to complete Installation of the delayed Wireless Fixed
          Access Infrastructure within a specified period of time which shall be
          reasonable taking into account prevailing technical and other relevant
          conditions and such delays as have already occurred. If Contractor
          fails to complete the Installation within such time, Purchaser shall
          be entitled to forthwith terminate the Contract by notice in writing
          to Contractor.

30.2

          Either party may postpone its performance under this Contract or
          forthwith terminate this Contract by notice in writing to the other
          party on the occurrence of any of the following events:

a)        If the other party shall commit a material breach of any provisions
          contained in this Contract and - after receipt of a written notice
          specifying the breach or default - shall fail to remedy the breach
          within a specified period of time set forth in the said notice, which
          period of time shall be reasonable taking into account all relevant
          circumstances.

b)        If bankruptcy or insolvency proceedings are instituted against the
          other party and such proceedings are not dismissed within 30 (thirty)
          days from the date of proceedings, or the other party makes an
          assignment for the benefit of its creditors.

c)        Due to a force majeure event, in accordance with the provisions of
          Article 28.

30.3

          Upon termination of this Contract pursuant to this Article 30 the
          Contract Price payable by Purchaser to Contractor shall be the
          Contract Price of delivered Wireless Fixed Access Infrastructure,
          Subscriber Terminals, Spare Parts, Software and Documentation, and
          Services which are completed at the date of termination.

30.4

         Termination of this Contract, from whatever cause arising, is in
          respect of obligations which have not yet been performed and the
          termination or expiration of this Contract for any reason whatsoever
          shall be without prejudice to any right or obligation of any party
          hereto in respect of this Contract which have arisen prior to such
          termination or expiration.

30.5

          Provisions contained in this Contract, that are expressed or by their
          sense and context are intended to survive the expiration or
          termination of this tract shall so
<PAGE>

                                                                          27(29)

          survive the expiration or termination, including but not limited to
          Articles 21 and 29.

31   ENTIRE CONTRACT

          This Contract sets forth and shall constitute the entire agreement
          between Purchaser and Contractor with respect to the subject matter
          hereof, and shall supersede any and all prior agreements,
          understandings, promises and representations made by one party to the
          other concerning the subject matter.

32  PUBLICITY

          Neither party will advertise or publish any information related to the
          Contract without the prior approval of the other Party, except that
          Contractor may publish its appointment as Contractor.

33  NOTICES

          Any notice required or permitted to be given by either Party to the
          other Party under this Contract shall be in writing, dated and may be
          sent by personal delivery, registered mail letter or by telefax
          confirmed by registered mail letter to the following addresses:

          To CONTRACTOR                      To PURCHASER

          Airspan Communications Ltd         AS Eesti Telefon
          Contracts Manager                  Procurement & Property
          Cambridge House                    Turi tn.5
          Oxford Road                        11313 Tallinn
          Uxbridge Middlesex                 Telefax: 6 397 346
          UB8 1UN, UK                        Tel:     6 397 335
          Telefax +44 1895 467 202
          Tel:    +44 1895 467 100

          All notices shall only be effective on receipt.

          Either party may change its address by a notice to the other party in
          the manner set forth above.

34   LANGUAGE

          The English language in which this Contract is written shall be the
          language to be used in all documents and correspondence related to the
          execution of this Contract.

          Should there be any other translation of this Contract, the English
          version shall prevail.

35   TECHNICAL AND SOFTWARE SUPPORT

          Parties have the intention to enter into an agreement regarding
          Technical and Software Support.
<PAGE>

                                                                          28(29)

36   GOVERNING LAW

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

37   ARBITRATION

          All disputes, differences or questions between the Parties with
          respect to any matter arising out of or relating to the Contract which
          cannot be solved by amicable means shall be finally settled by the
          Central Chamber of Commerce of Sweden.

          Each Party shall nominate one arbitrator, and the Parties together
          shall nominate the third arbitrator, within 30 (thirty) days from the
          day notice was first given by the other Party concerning Party`s
          intention to have the matter submitted to arbitration together with
          his nomination of an arbitrator.

          Failing a nomination of an arbitrator by one or both of the Parties
          within the time specified, the Central Chamber of Commerce of Sweden
          shall nominate an arbitrator or arbitrators.

          The arbitration shall be conducted in English in Sweden.

          The award shall be final and binding on both Parties.

38   EXPORT CONTROLS

          In the performance of its obligations under this Agreement, Purchaser
          shall at all times strictly comply with all export laws, regulations,
          and orders of the United Kingdom and the United States of America.
          Purchaser specifically acknowledges that all equipment, Software or
          technology supplied or licensed by ACL under this Agreement are
          subject to U.K. and U.S. trade sanctions and export control laws and
          regulations including, but not limited to, the various Foreign Assets
          Control Regulations, the Export Administration Regulations, and the
          International Traffic in Arms Regulations. Purchaser specifically
          acknowledges that all equipment, Software, or technology obtained from
          Contractor pursuant to this Agreement shall not be exported, re-
          exported, transshipped, disclosed, diverted, or transferred, directly
          or indirectly, contrary to U.K. and U.S. laws, orders or regulations.

39   ASSIGNMENT

          Purchaser shall not be entitled to assign this Agreement or its rights
          under it without the prior written consent of Contractor.

40   EFFECTIVE DATE OF CONTRACT AND TERM OF VALIDITY

          This Contract shall come into force upon the signature the Parties and
          shall apply to and cover Purchase Orders placed after 1 May 2000 but
          not later than 31 December 2001.

          This Contract has been made in duplicate and each Party has taken one
          copy.
<PAGE>

                                                                          29(29)


          ..............................     .................................
          Jaan Sven Mannik                   Joe J Caffarelli
          AS Eesti Telefon                   Airspan Communications Ltd