EXHIBIT 10.27 SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT 10.27

SYSTEM EQUIPMENT PURCHASE AGREEMENT

Between

CRICKET COMMUNICATIONS INC.

And

ERICSSON WIRELESS COMMUNICATIONS INC.

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

TABLE OF CONTENTS

PAGE NO.
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1. DEFINITIONS...................................................... 1
1.1 Definitions................................................ 1
1.2 Other Definitional Provisions.............................. 13
1A. NOTICES.......................................................... 13
1A.1 Vendor's First Notice...................................... 13
1A.2 Owner's Notice............................................. 14
1A.3 Vendor's Second Notice..................................... 14
1A.4 Purchase of Products and Services.......................... 14
1A.5 Technical Specifications................................... 15
1A.6 Development Process and Milestones......................... 15
1A.7 Special Provisions Regarding Vendor Financing.............. 15
1A.8 Pricing.................................................... 15
1A.9 Vendor Preference.......................................... 15
2. SCOPE OF WORK AND RESPONSIBILITIES............................... 16
2.1 Scope of Work.............................................. 16
2.2 Reserved................................................... 17
2.3 Site Acquisition........................................... 17
2.4 Expansions................................................. 17
2.5 Review of Contract......................................... 17
2.6 Eligibility under Applicable Laws and Applicable Permits... 17
2.7 Further Assurances......................................... 17
2.8 Liens and Other Encumbrances............................... 18
2.9 Duty To Inform Itself Fully; Waiver of Defense............. 18
2.10 Special Provisions Regarding Vendor Financing.............. 18
3. PURCHASE ORDERS AND SCHEDULES.................................... 19
3.1 Purchase Orders............................................ 19
3.2 Delivery under the Contract................................ 19
3.3 Order Acceptance........................................... 19
3.4 Forecasts.................................................. 20
3.5 Inventory Control and Bar-coding........................... 20
4. SUBCONTRACTORS................................................... 20
4.1 Subcontractors............................................. 20
4.2 Vendor's Liability......................................... 20
4.3 No Effect of Inconsistent Terms in Subcontracts............ 20
4.4 Assignability of Subcontracts to Owner..................... 21
4.5 Removal of Subcontractor or Subcontractor's Personnel...... 21
4.6 Subcontractor Insurance.................................... 21
4.7 Review and Approval not Relief of Vendor Liability......... 21
4.8 Vendor Warranties.......................................... 21
4.9 Payment of Subcontractors.................................. 21
4.10 Copies..................................................... 22
4.11 Benefit of Subcontracts.................................... 22

TABLE OF CONTENTS

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5. PRICES AND PAYMENT............................................... 22
5.1 Prices..................................................... 22
5.2 Taxes...................................................... 23
5.3 Payment.................................................... 23
5.4 Reserved................................................... 25
5.5 No Payment in Event of Material Breach..................... 25
5.6 In Revenue Payments........................................ 25
5.7 Currency and Place of Payment.............................. 25
6. AVAILABILITY OF IOS.............................................. 25
6.1 Availability of IOS........................................ 25
7. DATA............................................................. 26
8. SERVICES......................................................... 26
8.1 Transportation............................................. 26
8.2 Services................................................... 26
8.3 No Interference............................................ 26
9. MANUALS, ENGINEERING DRAWINGS AND TRAINING....................... 27
9.1 Documentation.............................................. 27
9.2 Standards for Manuals...................................... 28
9.3 Equipment and Data......................................... 28
9.4 Training................................................... 28
9.5 Manuals and Training....................................... 28
10. ACCEPTANCE PROCEDURES............................................ 28
10.1 Acceptance Procedures...................................... 28
10.2 Costs and Expenses......................................... 30
11. CHANGE ORDERS AND SCHEDULING..................................... 30
11.1 Change Orders............................................. 30
11.2 Cancellation.............................................. 31
12. DISCONTINUED PRODUCTS AND CONTINUING PRODUCT SUPPORT............. 31
12.1 Notice of Discontinuation................................. 31
12.2 Discontinuation During Warranty Period.................... 32
13. SOFTWARE; CONFIDENTIAL INFORMATION............................... 32
13.1 RTU License............................................... 32
13.2 Owner's Obligations....................................... 32
13.3 Backwards Compatibility................................... 33
13.4 Transfer and Relocation................................... 34
13.5 Termination and Survival.................................. 34
13.6 Access to Source Codes.................................... 35
13.7 Ownership of Intellectual Property........................ 35
14. SOFTWARE AND EQUIPMENT CHANGES.................................... 36
14.1 Software.................................................. 36
14.2 Equipment................................................. 37
14.3 Notice of Developments.................................... 39

TABLE OF CONTENTS

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15. INTELLECTUAL PROPERTY............................................. 40
15.1 Intellectual Property...................................... 40
15.2 Infringement............................................... 40
15.3 Vendor's Obligation to Cure................................ 41
15.4 Vendor's Obligations....................................... 41
15.5 Liability of Vendor........................................ 42
16. DELAY ........................................................... 42
16.1 Liquidated Damages......................................... 42
16.2 Delay and Default.......................................... 42
16.3 System Capacity Guarantee.................................. 42
16.4 Limitation................................................. 43
16.5 Early Completion Bonus..................................... 43
17 FORCE MAJEURE...................................................... 43
17.1 Excusable Delay............................................ 43
18. WARRANTIES........................................................ 44
18.1 Equipment and Services Warranty............................ 44
18.2 Expansions Warranty........................................ 45
18.3 Software Warranty.......................................... 46
18.4 Reserved................................................... 47
18.5 Reserved................................................... 47
18.6 Warranty Claim............................................. 47
18.7 Technical Assistance....................................... 47
18.8 Scope of Warranties........................................ 47
18.9 Third Party Warranties..................................... 48
18.10 Additional Sites........................................... 48
18.11 Exclusive Remedies......................................... 48
19. INSURANCE......................................................... 48
19.1 Insurance.................................................. 48
20. INDEMNIFICATION AND LIMITATION OF LIABILITY....................... 49
20.1 Indemnity.................................................. 49
20.2 Claim for Losses........................................... 49
20.3 Limitation Of Liability.................................... 50
21. REPRESENTATIONS AND WARRANTIES.................................... 51
21.1 Representations and Warranties of the Parties.............. 51
22. TITLE AND RISK OF LOSS............................................ 52
22.1 Title...................................................... 52
22.2 Risk of Loss............................................... 52
23. DISPUTE RESOLUTION................................................ 53
23.1 Dispute Resolution......................................... 53
23.2 Tolling.................................................... 53
23. DISPUTE RESOLUTION................................................ 53
24.1 Termination Without Cause.................................. 53
24.2 Termination for Cause...................................... 53

iii

TABLE OF CONTENTS

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24.3 Remedies................................................... 54
24.4 Discontinuance of Work..................................... 55
24.5 Payments................................................... 55
24.6 Continuing Obligations..................................... 55
24.7 Vendor's Right to Terminate................................ 56
24.8 Special Termination Events................................. 56
25. SUSPENSION........................................................ 57
25.1 Owner's Right to Suspend Work.............................. 57
26. MISCELLANEOUS..................................................... 57
26.1 Amendments................................................. 57
26.2 Owner Liabilities.......................................... 57
26.3 Offset 57
26.4 Assignment................................................. 57
26.5 Notices.................................................... 58
26.6 Governing Law.............................................. 59
26.7 Remedies................................................... 59
26.8 Consent to Jurisdiction.................................... 59
26.9 Compliance with Law........................................ 60
26.10 Headings................................................... 60
26.11 Severability............................................... 60
26.12 Waiver..................................................... 60
26.13 Public Statements and Advertising.......................... 60
26.14 Records and Communications................................. 61
26.15 Ownership of Specifications................................ 61
26.16 Financing Requirements..................................... 61
26.17 Owner Review, Comment and Approval......................... 61
26.18 Confidentiality............................................ 61
26.19 Entirety of Contract, No Oral Change....................... 63
26.20 Relationship of the Parties................................ 63
26.21 Discretion................................................. 63
26.22 Non-Recourse............................................... 63
26.23 Improvements, Inventions and Innovations................... 64
26.24 Attachments and Incorporations............................. 64
26.25 Conflicts.................................................. 64
26.26 References to Certain Sources.............................. 64
26.27 Counterparts............................................... 64
26.28 Cooperation................................................ 65
26.29 Survival................................................... 65

SYSTEM EQUIPMENT PURCHASE AGREEMENT
-----------------------------------

This System Equipment Purchase Agreement is effective as of September
20, 1999 (the "Effective Date"), by and between Cricket Communications, Inc. a
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Delaware corporation (the "Owner"), and Ericsson Wireless Communications Inc., a
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Delaware corporation (the "Vendor").
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RECITALS:
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A. WHEREAS, the Owner desires to purchase CDMA PCS systems for U.S.
based markets pursuant to this Contract;

B. WHEREAS, the Vendor desires to provide such CDMA PCS systems to
the Owner, as described in Exhibit A, including but not limited to the Vendor's
obligation to develop, manufacture, engineer, equip, integrate, install, test
and provide technical assistance for said PCS systems in accordance with the
terms and conditions set forth herein; and

C. WHEREAS, the mutual goal of the parties hereto is to build CDMA
PCS systems that are capable of integrating new technologies while reducing
costs over time in a highly competitive marketplace.

NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth in this Contract, the Owner and the Vendor hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Definitions. In addition to the terms listed below, certain
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additional terms are defined elsewhere in this Contract and in the Exhibits, and
all definitions are subject to the provisions of subsection 1.2 hereof. As used
in this Contract, the following terms have the following meanings:

"Affiliate" means Cricket Communications, Inc. and any subsidiary
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thereof.

"Annual Release Maintenance Fee" means, with respect to each System,
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those fees of the Vendor as described on Exhibit B.

"ANSI" means American National Standards Institute.
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"Applicable Laws" mean, as to any Person, the certificate of
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incorporation and by-laws or other organizational or governing documents of such
Person, all U.S. or foreign laws, treaties, ordinances, judgments, decrees,
injunctions, writs, orders and stipulations of any court, arbitrator or
governmental agency or authority and statutes, rules, regulations, orders and
interpretations thereof of any federal, state, provincial, county, municipal,
regional, environmental or other Governmental Entity, instrumentality, agency,
authority, court or other body: (i) applicable to or binding upon such Person
or any of its property or to which such Person or any of its property

is subject; or (ii) having jurisdiction over all or any part of a System or the
Work to be performed pursuant to the terms of this Contract.

"Applicable Permits" mean any waiver, exemption, zoning, building,
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variance, franchise, permit, authorization, approval, license or similar order
of or from any country, federal, state, provincial, county, municipal, regional,
environmental or other Governmental Entity, instrumentality, agency, authority,
court or other body having jurisdiction over all or any part of a System or the
Work to be performed pursuant to the terms of this Contract.

"Availability Period" is defined in subsection 24.8.
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"Available Market" means any market where Owner or any of its
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Affiliates have acquired a license to build and operate a System, for which no
purchase orders for products, equipment or services have been placed by Owner or
any Affiliate, regardless of whether Owner or an Affiliate holds applicable
licenses from the FCC for such market as of September 20, 1999 or a license for
such market is acquired thereafter; provided however, it excludes any Contiguous
Markets.

"AXE Switch" means Vendor's CDMA version of its switch.
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"B Exhibits" are defined in subsection 2.4.
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"Backwards Compatible" or "Backwards Compatibility" means: (i) with
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respect to new Software Maintenance Releases, Software Upgrades, Software
Combined Releases and Software Enhancements, the ability of each of the two (2)
prior older versions of Software to remain fully functional in accordance with
and up to the performance levels to which each was performing immediately prior
to the integration with the new Software Maintenance Release, Software Upgrade,
Software Combined Releases and/or Software Enhancement, and the ability of such
new Software Maintenance Release, Software Upgrade, Software Combined Release
and/or Software Enhancement to interoperate and be compatible with all such
functionality of such prior Software versions and with all existing in-service
Vendor provided Products already installed in the System; (ii) with respect to
all Equipment Upgrades, and Equipment Combined Releases to the extent of that
portion of the Equipment Combined Release which is the Equipment Upgrade or the
use of which by Owner is not optional without losing the benefit of the
Equipment Upgrade (for purposes of this Contract, a "New Equipment Release"
means collectively the Equipment Upgrade and such non-optional portion of the
Equipment Combined Release), the ability of the existing infrastructure to
remain fully functional in accordance with and up to the performance levels to
which it was performing immediately prior to the integration with the New
Equipment Release, and the ability of the New Equipment Release to interoperate
and be fully compatible with all such functionality of such existing
infrastructure; and (iii) with respect to each of Software Maintenance Releases,
Software Upgrades, Software Combined Releases, Software Enhancements and New
Equipment Releases, the ability of such Products to comply with the existing
interfaces to other third party equipment already deployed in the System and
with respect to which Vendor is already in compliance prior to the introduction
of the Software Maintenance Releases, Software Upgrades, Software Combined
Releases, Software Enhancements and New Equipment Releases.

"Base Station ("BTS" or "RBS") means the radio Products that handle
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the Owner's PCS radio traffic in a designated cell. The Base Station includes
all amplification, modulation, synchronization and other circuitry required to
process a radio signal.

"Base Station Controller ("BSC")" means the radio Products that
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control the Owner's PCS radio traffic.

"Beta Testing" means pre-launch testing conducted by Owner in respect
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of which no payment from customers is made to the Owner for the services
provided in connection therewith.

"Business Day" means any day of the year other than a Saturday, Sunday
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or a United States Federal holiday.

"Capacity Guarantee" is defined in subsection 16.3.
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"Certificate of Final Acceptance" is defined in subsection 10.1(f).
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"Certificate of Substantial Completion" is defined in subsection
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10.1(d).

"Changes" are defined in subsection 11.1.
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"Change Orders" are defined in subsection 11.1.
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"Claim" is defined in subsection 15.2.
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"Claim Notice" is defined in subsection 15.2.
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"Competitive Factors" means those reasonably quantifiable factors
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and/or reasonably objective factors associated with the sale and financing of
wireless telecommunications equipment and related services, that are material to
a purchaser in considering the "all in" value and cost of the equipment and
services being purchased, including, but not limited to, price, payment terms,
lead times, financing amount, interest rates, repayment terms, penalties for
delay, rewards for timely performance, the issuance of warrants, features,
functionality, performance, warranty terms, service terms, spare parts
allocations, costs of ongoing hardware and software maintenance and upgrades and
other such reasonably quantifiable factors and/or reasonably objective factors.

"Compliance Warranty" is defined in subsection 8.3.
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"Contiguous Market" means a market where Owner or any of its
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Affiliates have acquired a license to build and operate a System which is
geographically close or proximate to other markets where Owner or any of its
Affiliates have deployed a System, and where operating synergies would be gained
or capital expenditures would be avoided by deploying other vendors' Systems
similar to those contained in the other markets (Contiguous Markets are excluded
from the definition of Available Markets in order to facilitate Owner's desire
for deployment of a single vendor's infrastructure equipment in each Owner
region, i.e., Salt Lake City, Provo, Denver,

Phoenix, Tucson, Albuquerque and Santa Fe are considered to have operating
efficiencies and synergies and are deemed to be an Owner region and thus
Contiguous Markets).

"Contract" means this System Equipment Purchase Agreement, together
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with all Exhibits, Schedules and Specifications hereto, together with all
amendments, modifications and supplements.

"Contract Term" means the period commencing on the Effective Date and
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ending seven (7) years therefrom, unless terminated earlier in accordance with
the terms and conditions hereof, or unless extended by the mutual written
consent of the parties hereto.

"Core System" means that collection or aggregation of Products, which
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are designed by Vendor to operate as a functional entity in accordance with the
applicable Specifications or otherwise represented by Vendor in its published
information as being capable of operating as a functional entity. By way of
example and not limitation, a circuit pack or connecting cable which is an OEM
item, and which forms part of Vendor's CDMA version of the AXE switch ("AXE
Switch") would form part of a Core System, whereas a call center system or voice
mail system, though it interfaces with the System, would not be part of a Core
System, since various call center systems or voice mail systems manufactured by
several alternate manufacturers could be utilized by Owner, and operated
functionally independent of the selection of Vendor's Equipment for the MSC.

"Customer Price Guide" means the Vendor's published price notification
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release or releases furnished for the purpose of communicating to customers the
Vendor's list pricing or pricing related items applicable to Products.

"Defects and Deficiencies", "Defects or Deficiencies" or "Defective"
------------------------ ----------------------- ---------
means any one (1) or a combination of the following items or other items of a
substantially similar nature:

(a) when used with respect to the performance of Services, that such
Services are not provided in a careful and workmanlike manner and in
accordance with the Specifications, using material which is free from
defects;

(b) when used with respect to structures, materials or Products, that
such items: (i) are not new and of good quality and free from defects in
materials and workmanship; or (ii) do not conform to the Specifications; or
(iii) with respect to Software, that such Software does not process dates
correctly; or

(c) with respect to all other Work, that the same: (i) are not free
of defects in workmanship and materials; or (ii) do not conform to the
Specifications.

"Delivery Date" is defined in subsection 1A.1.
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"Discontinued Products" are defined in subsection 12.1.
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"Documentation" means the Operating Manuals, the Maintenance and
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Instruction Manuals, the Training manuals, the "as-built" Site parameters and
all other documentation necessary for the operation of the System, any
Expansions and/or any material part thereof.

"Dollars" or "U.S. $" or "$" means the lawful currency of the United
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States of America.

"EFT" means Electronic Funds Transfer.
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"Equipment" means all equipment, hardware and other items of personal
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property (including, without limitation, any Documentation furnished hereunder
in respect thereof) which are required to be furnished by the Vendor in
accordance with the terms and conditions of this Contract, including repair and
replacement parts.

"Equipment and Services Warranty" is defined in subsection 18.1.
-------------------------------

"Equipment Backwards Compatibility Warranty" is defined in subsection
------------------------------------------
14.2.5.

"Equipment Combined Release" is defined in subsection 14.2.1.
--------------------------

"Equipment Enhancements" mean modifications or improvements made to
----------------------
the Equipment which improve the performance or capacity of such Equipment
(sometimes referred to by the Vendor as its "Class B" changes).

"Equipment Upgrade" means a change or modification in any delivered
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Equipment which fixes or otherwise corrects faults, design shortcomings or
shortcomings in meeting the Specifications, required to correct Defects of a
type that result in inoperative conditions, unsatisfactory operating conditions,
or which is recommended to enhance safety (sometimes referred to by the Vendor
as its "Class A" changes).

"Expansions" mean any additional Products or Services ordered by the
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Owner from the Vendor, which may include growth to existing Systems and
additional Products, Services and Systems.

"Expansions Warranty" is defined in subsection 18.2.
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"Expansions Warranty Period" is defined in subsection 18.2.
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"Extension Period" is defined in subsection 10.1(f).
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"FCC" means the Federal Communications Commission.
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"FCC Rules" means Federal Communication Commission's Rules and
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Regulations.

"Final Acceptance" means, with respect to any System, the date that
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Owner signs the Certificate of Final Acceptance.

"Fit" means physical size or mounting arrangement (for example,
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electrical or mechanical connections).

"Force Majeure" is defined in Section 17.
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"Form" means physical shape.
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"Function" means Product features and performance, or with respect to
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other items, the features and performance of such items.

"Funds" is defined in Section 2.10.
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"Governmental Entity" means the United States federal government or
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any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Guaranteed Substantial Completion Date" means, with respect to a
--------------------------------------
System, the date by which Substantial Completion must be achieved by the Vendor.
The Guaranteed Substantial Completion Date is determined based on the Site that
is identified by the Owner in writing to be the last Site to be included in the
definition of such System (the "Last Site"). If the Owner has issued a Purchase
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Order to the Vendor to proceed with Site Preparation activities with respect to
the Last Site, the Guaranteed Substantial Completion Date shall be the date
which is sixty (60) calendar days after the later of the date of such Purchase
Order or the date that written notice identifying the Last Site was issued.

If the Owner has performed the Site Preparation activities with respect to
the Last Site, the Guaranteed Substantial Completion Date shall be the date
which is thirty (30) calendar days after the date the Owner issues a Site
Preparation Substantial Completion Certificate with respect to the Last Site to
the Vendor; provided that in all of the foregoing circumstances, the Guaranteed
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Substantial Completion Date shall be delayed to a date mutually acceptable to
Vendor and Owner, acting reasonably, in the event that:

i. Owner has not satisfied its obligations, if any, for Site Preparation
for the installation of the switch by at least twelve (12) weeks
prior to the Substantial Completion Date (in this case, the parties
agree that the period of delay shall be equal to the number of days
that the Owner's Site Preparation obligations, if any, are delayed
beyond such date which is twelve (12) weeks prior to the Substantial
Completion Date); or

ii. extreme weather and other unusual environmental conditions beyond
Vendor's reasonable control delays Vendor's completion of Substantial
Completion activities (in this case the parties agree that the period
of delay shall be equal to the period of time associated with the
duration of such extreme or unusual condition(s)); or

iii. Vendor is not provided with all necessary and reasonable access to the
System and each Site; or

iv. at the time Owner identifies the Last Site, more than 10% of the
total number of Sites for the System are also identified
contemporaneously therewith.

Owner shall also involve Vendor through all stages of the Site Acquisition
process. In all cases, Owner shall be responsible for the provisioning of
backhaul facilities required at all Sites. Such provisioning must be completed
prior to the start of Equipment integration by the Vendor at each site.

"Hazardous Materials" mean material designated as a "hazardous
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chemical substance or mixture" by the Administrator, pursuant to Section 6 of
the Toxic Substance Control Act, a "hazardous material" as defined in the
Hazardous Materials Transportation Act (49 U.S.C. 1801, et seq.), or a
"hazardous substance as defined in the Occupational Safety and Health Act
Communication Standard (29 CFR 1910.1200).

"Independent Public Accountant" is defined in subsection 5.1(ii)(d).
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"In Revenue Service" or "In Revenue" means, with respect to a System,
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the commercial operation of such System, exclusive of operation for purposes of
determining compliance with this Contract or Beta Testing, whether or not
revenue is actually being generated.

"Initial Period" is defined in subsection 10.1(f).
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"Initial Software Features" mean those Software features contained in
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Vendor's standard base generic software releases together with those additional
optional software features listed in Exhibit C.

"Installation and Integration" is described in Exhibit F.
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"Intellectual Property Rights" are defined in subsection 15.2.
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"Interoperability" means the ability of the Products to operate with
----------------
other Products and to operate with and within a System, and are in accordance
with the Specifications.

"Joint Information" is defined in subsection 26.23.
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"Liquidated Damages" is defined in subsection 16.1.
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"List Price" means Vendor's published (from time to time) "network
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wireless systems price reference guide" or other price notification releases
furnished by Vendor for the purpose of communicating Vendor's prices or pricing
related information to Vendor's customers; however this does not include firm
price quotation.

"Losses" mean any claims, demands, suits, proceedings, causes of
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action, damages, costs, expenses, liabilities, reasonable attorneys' fees and
amounts paid in settlement.

"Major Outage" means the cessation of operation of a System or System
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Element caused by a Defect or Deficiency attributable solely to Vendor, which
has a material adverse impact on Owner's ability to operate or maintain such
System, render ▇▇▇▇▇▇▇▇ to Owner's subscribers, or which causes a material
interruption in Owner's ability to continue to furnish or offer service
functionalities and features to such subscribers. In addition, the following
capacity and/or coverage impairment conditions shall be considered a "Major
Outage":

(i) Any impairment caused by a Defect or Deficiency
attributable solely to Vendor that has the effect of reducing by
greater than [*] the number of traffic channel resources available in
the System for access by Owner's subscribers; and/or

(ii) Any impairment caused by a Defect or Deficiency
attributable solely to Vendor that has the effect of rendering greater
than [*] of the equipped antenna sectors in the System unable to
process origination, termination or hand-off requests; or that reduces
the forward channel power of more than [*] of the equipped sectors in
the System by greater than [*]; and/or

(iii) The persistent occurrences of an impairment referenced in
paragraphs (i) or (ii) above which, although each occurrence falls
below the [*] threshold, each occurrence exceeds a threshold of
greater than [*] of the applicable metric set forth above, and the
total number of such occurrences is greater than [*] events during the
Initial Period;

provided, however, that the foregoing definition shall only be applicable for
purposes of this Contract for the issuance of a Certificate of Final Acceptance
at the end of the Initial Period.

"Maintenance and Instruction Manuals" mean the manuals listed in
-----------------------------------
Exhibit P and prepared by the Vendor and delivered to the Owner pursuant to
Section 9.

"Manufacturing" means the fabrication of the Equipment.
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"Material Adverse Effect" is defined in subsection 24.2(b).
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"Milestones" mean the performance milestones set forth in Exhibits A-
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1.

"Minimum Purchase Commitment" is defined in subsection 1A4.
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"MSC" means a mobile switching center.
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"Net Price" is defined in subsection 5.1(ii)(b).
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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.

"Network Planning" means Work related to the design and engineering of
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a System, including frequency clearance.

"Operating Affiliates" mean a subsidiary or Affiliate of Owner which
--------------------
is authorized to operate a PCS System and which places Purchase Orders pursuant
to this Contract.

"Operating Manuals" mean the operating and configuration manuals
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listed in Exhibit P to be prepared by the Vendor and delivered to the Owner
pursuant to Section 9 containing detailed procedures and specifications for the
operation of any System, AXE switch any Expansions and/or any part thereof
including but not limited to BTS manuals and BSC manuals.

"Operative" is defined in subsection 26.22.
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"Operator" shall mean the Owner, a Related Operator, an Operating
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Affiliate or any independent contractor appointed by the Owner, which operates a
System.

"Optimization Services" mean the RF optimization services described on
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Exhibit G.

"Optional Software Features" mean Software features and
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functionalities for PCS Products available to Owner and which are not listed on
Exhibit C.

"Owner's Notice" is defined in subsection 1A.2.
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"Owner's Premises" is defined in subsection 8.3.
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"PCS" means personal communication services authorized by the Federal
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Communications Commission.

"Person" means an individual, partnership, limited partnership,
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corporation, limited liability company, business trust, joint stock company,
trust, unincorporated association, joint venture, Governmental Entity or other
entity of whatever nature.

"Primary Vendor" means Owner's or its Affiliates then current primary
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vendor (i.e., in terms of dollar costs of products, equipment, services and
software then on order and which have been ordered within the previous twelve
(12) months) for supplying Systems (other than Vendor).

"Products" mean the collective reference to the Equipment and the
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Software provided by the Vendor or any Subcontractor.

"Proprietary Information" is defined in subsection 26.18.
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"Punch List" means that list prepared in conjunction with any
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certificate which contains one (1) or more immaterial non-service-affecting
items which have not been fully completed as of the date of the accompanying
certificate; provided that such incomplete portion of
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the Work shall not, during its completion, materially impair the normal daily
operation of a System in accordance with the Specifications.

"Purchase Order" means a written notice given by the Owner to the
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Vendor in compliance with the provisions of this Contract specifying the
Products, Services or other items of Work that the Vendor is authorized to
supply or commence in compliance with the terms of this Contract.

"Purchase Order Date" means the date on which any Purchase Order is
-------------------
issued by the Owner in accordance with the terms of this Contract.

"Related Operator" means an entity (other than Owner) which holds a
----------------
license issued by the FCC permitting the holder to provide wireless PCS
services, which has entered into a contract with Owner to provide management
responsibilities with respect to the operation of such a service, which may
include agreements pursuant to which Owner resells to or shares with such entity
capacity on the Owner's System as, for example, when the Related Operator's cell
site equipment is interconnected with the Owner's MSC.

"Request for Removal" is defined in subsection 4.5.

"RF" means radio frequency.
--

"RTM License" is defined in subsection 13.6.
-----------

"RTU License" is defined in subsection 13.1.
-----------

"Services" mean the collective reference to all of the services to be
--------
furnished by the Vendor as part of the Work including but not limited to all
design, engineering, network planning, construction, interoperability, supply,
delivery, installation, testing, training, repair, maintenance, technical and
other support services, and any and all other services to be furnished by the
Vendor as part of the Work in accordance with the terms of this Contract.

"Site" means the physical location of a System Element Facility.
----

"Site Acceptance Certificate" means a document submitted by the Vendor
---------------------------
to the Owner and signed by an authorized representative of the Owner and an
authorized officer of the Vendor stating that, in accordance with the
requirements of this Contract, the Vendor has successfully completed all Site
Acceptance Tests with respect to the Sites specified therein.

"Site Acceptance Tests" mean the collective reference to the
---------------------
performance and reliability demonstrations specified in the Exhibits to
determine whether a site meets the Specifications and other requirements of this
Contract.

"Site Acquisition" means the activities to be performed by the Owner
----------------
and/or its subcontractors in connection with identifying and acquiring
sufficient rights to Sites.

"Site Acquisition Substantial Completion" means, with respect to any
---------------------------------------
System, the point at which the Owner shall have: (i) acquired, by purchase,
lease or otherwise, rights to a sufficient number of Sites in the judgment of
the Owner; and (ii) that, with respect to all Sites within such System, all land
use and/or lease requirements necessary to be satisfied prior to the start of
construction activities in accordance with Applicable Laws have been satisfied.

"Site Acquisition Substantial Completion Date" means, with respect to
--------------------------------------------
any System, the date on which the Owner shall have achieved Site Acquisition
Substantial Completion.

"Site Preparation" means the demolition, construction and renovation
----------------
work (for example, roads, grading, fencing and structural improvements,
including but not limited to any buildings, towers and commercial power) and the
preparation of co-location sites necessary for the installation of Equipment or
the operation of the System, Expansions and/or any part thereof.

"Site Preparation Substantial Completion" means the completion of all
---------------------------------------
Site Preparation with respect to a Site except for Punch List items.

"Site Preparation Substantial Completion Certificate" is defined in
---------------------------------------------------
subsection 10.1(b).

"Software" means: (i) the computer software licensed to the Owner
--------
pursuant to the terms of this Contract; (i) any Software Enhancements, Software
Maintenance Releases, Software Combined Releases and Software Upgrades; and
(iii) any Documentation furnished hereunder in respect of clauses (i) and/or
(ii) of this definition.

"Software Backwards Compatibility Warranty" is defined in subsection
-----------------------------------------
13.3.

"Software Combined Release" means a Software Upgrade, which is at any
-------------------------
time combined with any Software Enhancement.

"Software Enhancements" means modifications or improvements made to
---------------------
the Software relating to Products which improve performance, capabilities or
capacity of the Software revision level with which it is associated or which
provide additional functions to the Software.

"Software Maintenance Release" means issues of Software which correct
----------------------------
defects in preceding versions of Software.

"Software Upgrades" mean periodic updates to the Software issued by
-----------------
the Vendor to the Owner under Warranty and Software maintenance obligations
correct defects in the Software, or otherwise to correct shortcomings in the
Software.

"Software Warranty" is defined in subsection 18.3.
-----------------

"Source Code" means any version of Software incorporating high level
-----------
or assembly language that generally is not directly executable by a processor.

"Spares" is defined in Exhibit K.
------

"Specifications" means the collective reference to the specifications,
--------------
milestones and performance standards (including all of the Services and
Products) as set forth in this Contract, including but not limited to Exhibit A-
1, Exhibit I, Exhibit J, Exhibit M; provided that: (i) the Specifications shall
-------- ----
be deemed to include a requirement that all of the Products and Services shall
be in accordance with ANSI standards except when otherwise stated in a specific
Exhibit or otherwise agreed by the parties; and (ii) with respect to Services
and Products for which specifications and performance standards are not provided
and listed in a specific Exhibit, the term "Specifications" shall refer to
Vendor's published specifications in respect thereof.

"Subcontractor" means a contractor, vendor, supplier, licensor or
-------------
other Person, having a direct or indirect contract with the Vendor or with any
other Subcontractor of the Vendor who has been hired to assist the Vendor in the
performance of its obligations under this Contract.

"Substantial Completion" means the time at which the Owner signs the
----------------------
Certificate of Substantial Completion.

"System" means the Sites identified by the Owner to the Vendor in
------
writing as collectively comprising a System.

"System Element" means the Products required to perform radio,
--------------
switching and/or system element functions for a System and/or any Expansions.

"System Element Facility" means the structures, improvements,
-----------------------
foundations, towers, and other facilities necessary to house or hold any System
Element and any related Products to be located at a particular location.

"Taxes" is defined in subsection 5.2.
-----

"Test Market" is defined in subsection 1A.9.
-----------

"Test Period" is defined in subsection 1A.9.
-----------

"Test Period Extension" is defined in 10.1(f).
---------------------

"Training" is defined in subsection 9.4.
--------

"Vendor Developments" is defined in subsection 14.3.1.
-------------------

"Vendor Event of Default" is defined in subsection 24.2.
-----------------------

"Vendor Financing" means a loan made or arranged by the Vendor, or its
----------------
affiliates, to the Owner according to the terms and conditions of the loan
documentation executed by Owner and Vendor affiliates on October 20, 2000.

"Vendor's First Notice" is defined in subsection 1A.1.
---------------------

"Vendor's Second Notice" is defined in subsection 1A.3.
----------------------

"Warranty" means any one (1) or more of the Equipment and Services
--------
Warranty, Expansions Warranty, Software Warranty, Software Backwards
Compatibility Warranty, Equipment Backwards Compatibility Warranty, Compliance
Warranty and the Year 2000 Warranty.

"Warranty Period" is defined in subsection 18.1.
---------------

"Work" means the furnishing of Products hereunder, and the performance
----
of work, engineering services, installation services and all other related
activities and obligations required to be performed by the Vendor pursuant to
this Contract.

1.2 Other Definitional Provisions. (a) When used in this Contract,
-----------------------------
unless otherwise specified therein, all terms defined in this Contract shall
have the defined meanings set forth herein. Terms defined in the Exhibits are
deemed to be terms defined herein; provided that in the case of any terms that
-------- ----
are defined both in this Contract and/or an Exhibit, the definitions contained
in this Contract shall supersede such other definitions for all purposes of this
Contract; provided further, that definitions contained in any Exhibit shall
-------- -------
control as to such Exhibit.

(b) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Contract refer to this Contract as a whole and not to
any particular provision of this Contract and section, subsection, schedule and
exhibit references are to this Contract unless otherwise specified. Reference
herein to Section shall mean any and all subsections thereof.

(c) The meanings given to terms defined in this Contract are
applicable to both the singular and plural forms of such terms.

SECTION 1A NOTICES.

1A.1 Vendor's First Notice. On or before September 20, 2000, Vendor shall give
---------------------
to Owner a notice (the "Vendor's First Notice") that it will be capable of and
---------------------
intends to deliver to Owner, Products and Services compliant with the minimum
Equipment Specifications set forth in Exhibit M. If the Vendor's First Notice
is delivered after March 20, 2000, but no later than September 20, 2000, then
the Equipment shall operate in accordance with all applicable 1xRTT standards.
The Vendor's First Notice shall specify a date on which Vendor will be ready to
deliver the compliant Systems to Owner (the "Delivery Date"). The Delivery Date
-------------
specified in the notice may not be sooner than twelve (12) months after the date
of Vendor's First Notice or later than September 20, 2001. To be effective, the
Vendor's First Notice must include the detailed Product Specifications required
for Milestone 1 as described in Exhibit A-1. If Vendor has not delivered the
Vendor's First Notice by September 20, 2000, Owner shall give Vendor notice of
its failure to give the Vendor's First Notice and, if Vendor has not given the
Vendor's First Notice within five (5) Business Days after notice that the
Vendor's First Notice is late, this Contract shall terminate without further
liability of either party.

1A.2 Owner's Notice. No sooner than the date seven (7) months before the
--------------
Delivery Date, but not later than six (6) months before the Delivery Date, Owner
shall provide notice ("Owner's Notice") to Vendor which notice shall contain:
--------------
(i) if the financing terms and conditions, at the time of the Owner's Notice,
offered by its Primary Vendor have materially changed in Owner's favor, Owner
shall notify Vendor that it is requesting comparable financing terms and
conditions; and (ii) if prices have been agreed upon in this Contract and
industry pricing has changed in Owner's favor or if no prices have been agreed
upon in this Contract, then Owner shall notify Vendor that it is requesting that
the prices for Products and Services shall be established pursuant to subsection
1A.8 below. Additionally, at the time of the Owner's Notice, Owner shall
provide Vendor with a copy of Owner's current business plan and financial
information to enable Vendor to evaluate and make an informed business decision
with regard to whether it wishes to offer the proposed vendor financing. The
Owner's Notice shall provide reasonable specificity to enable Vendor to evaluate
the Owner's Notice. Owner further agrees to reasonably cooperate with Vendor by
providing any non-confidential information reasonably requested by Vendor for
purposes of verifying the information contained in Owner's Notice.

1A.3 Vendor's Second Notice. Through and including the date that is thirty (30)
----------------------
calendar days after receipt of the Owner's Notice, Vendor shall have the option
to terminate this Contract if any of the following occur: (i) Vendor's Board of
Directors does not approve the Vendor Financing and does not execute the
documentation as contemplated by subsection 1A.7; (ii) the Products or Services
prices set forth in the Contract, if any, are changed, or established, as
provided in subsection 1A.8, and Vendor does not approve any such proposed new
prices; (iii) the financing terms change from those set forth in the Contract as
provided in subsection 1A.7, and Vendor disapproves any such proposed new terms;
or (iv) if Owner's business plan or financial information as provided by Owner
does not reasonably meet Vendor's satisfaction. Vendor shall use commercially
reasonable efforts to have its Board of Directors approve the Vendor Financing.
If any of the items (i) through (iv) above within this subsection 1A.3 occur,
Vendor may terminate this Contract by providing written notice to Owner (the
"Vendor's Second Notice") and this Contract shall terminate without further
-----------------------
liability of either party. If none of the above items (i) through (iv) occur,
then Vendor's Second Notice shall provide written notice to Owner that the
required approvals have been received, that Vendor' intends to proceed pursuant
to the terms herein and that prices for all Products and Services are consistent
with the requirements of this Contract. If Vendor fails to give the Vendor's
Second Notice on or before the date that is thirty (30) calendar days after
receipt of the Owner's Notice, Owner shall give Vendor notice of its failure to
give the Vendor's Second Notice and, if Vendor has not given the Vendor's Second
Notice within five (5) Business Days after notice that the Vendor's Second
Notice is late, then Vendor shall have been deemed to have terminated its
obligations hereunder, and this Contract shall terminate without further
liability of either party.

1A.4 Purchase of Products and Services. Owner agrees to purchase (or license in
---------------------------------
the case of Software) from Vendor those specific Products and Services selected
by Owner for mobile and fixed wireless communications Systems based on CDMA
digital wireless communications technology in markets in the United States,
pursuant to the terms and conditions set forth in this Contract. Subject to
Section 1A.9, the minimum commitment of Owner to purchase and Vendor to sell
shall be $330,000,000 of total value, subject to adjustment pursuant to
subsection 17.1(d)

("Minimum Purchase Commitment"). The selection of the specific Products and
---------------------------
Services purchased by Owner to satisfy its obligations under this Contract shall
be determined by Owner from the Products and Services offered by Vendor under
this Contract. The purchase obligations of Owner are subject to: (i) the
existence of Available Markets at any time during the Contract Term after the
Delivery Date; (ii) Vendor being prepared to deliver the first Specification
compliant System for commercial operation on or before [*] (iii) Vendor
complying with this Contract, the Specifications and the Milestones; and (iv)
Vendor Financing and pricing in accordance with this Contract, including
subsections 1A.7 and A.8. If Vendor fails to meet the Specifications, any
Milestones, fails to provide the Vendor Financing and/or pricing requirements or
fails to be prepared to deliver to Owner the first System for commercial
operation on or before [*], Owner shall have the option to terminate this
Contract without any further liability to either party.

1A.5 Technical Specifications. The Systems to be purchased by Owner and sold by
------------------------
Vendor shall comply with the Specifications and the Milestones and those
additional specifications as published by Vendor from time to time thereafter.

1A.6 Development Process and Milestones. To demonstrate that each System to be
----------------------------------
sold by Vendor will meet the Specifications, Vendor shall follow the "Procedures
----------
and Milestones for System Development and Monitoring Program" set forth in
------------------------------------------------------------
Exhibit A-1.

1A.7 Special Provisions Regarding Vendor Financing. Subject to subsection 1A.3,
---------------------------------------------
Vendor shall provide to Owner, Vendor Financing in an amount not less than [*]
of the purchase price of all Products and Services furnished to Owner by Vendor
hereunder or, at Owner's request, Vendor Financing in an amount not less than
[*] of the purchase price of all Products and Services furnished to Owner by
Vendor on the more favorable terms described in subsection 1A.2.

1A.8 Pricing. The pricing for the Products and Services to be purchased by
-------
Owner from Vendor shall not be higher than the pricing for comparable Systems
available to Owner from its Primary Vendor as of the date of Owner's Notice.
The parties agree to use commercially reasonable efforts to cause the
determination of Vendor's infrastructure prices versus the infrastructure prices
of the Primary Vendor to be based on an "apples-to-apples" comparison (taking
into consideration not only the pricing of products and services, the cost to
obtain, install, maintain and operate the system, and the terms and conditions
of any other material consideration proposed to be given or received by any
competing bidder, including the financing terms and conditions and each of the
Competitive Factors).

1A.9 Vendor Preference. Provided that Vendor has: (i) given a timely Vendor's
-----------------
First Notice; (ii) not terminated this Contract pursuant to a Vendor's Second
Notice, and has complied with all of the requirements of subsection 1A.3; and
(iii) satisfied the conditions of subsections 1A.4 through 1A.8 above, Owner
shall purchase from Vendor Products and Services for the next Available Market
deployed by Owner or its Affiliates after the Delivery Date (the "Test Market").
-----------
The System deployed in the Test Market shall be subject to a "soak" period,
during which it will be operated for [*] after the Substantial Completion date
in order to determine whether it is operating in accordance with this Contract
and the Specifications (the "Test Period"). If a Major Outage occurs at any
-----------
time during the last [*] of the Test Period, then the Test Period shall be
extended until the date on which the System has operated for [*] consecutive [*]
after the cause of the latest Major Outage

has been corrected to the reasonable satisfaction of the Owner and Vendor. For
the Test Market, the Initial Period, defined in subsection 10(f), shall be
extended until the last day of the Test Period, as extended from time to time
pursuant to the terms of this subsection. For the Test Market, Final Acceptance
shall not occur until the successful completion of the Test Period. Provided the
System in the Test Market has successfully completed the Test Period and reached
Final Acceptance prior to September 20, 2002, and Vendor has otherwise complied
with the terms of this Contract, Owner shall purchase during the Contract Term
from Vendor additional Products and Services for deployment in its remaining
Available Markets in accordance with the following: (i) if as of the expiration
of the Test Period the projected cost (as reasonably set forth in Owner's
business plan) to deploy Products and Services in all of the remaining Available
Markets is equal to or greater than $330,000,000 (less the price of the Products
and Services previously deployed in the Test Market), then Owner agrees to
purchase, during the Contract Term, a minimum of $330,000,000 (less the price of
Products and Services previously deployed in the Test Market) of Products and
Services for deployment in such remaining Available Markets; or (ii) if as of
the expiration of the Test Period the projected cost (as reasonably set forth in
Owner's business plan) to deploy Products and Services in all of the remaining
Available Markets is less than $330,000,000 (less the price of the Products and
Services previously deployed in the Test Market), then Owner shall purchase from
Vendor during the Contract Term all of its Products and Services requirements
for the remaining Available Markets until such time as Owner has purchased from
Vendor Products and Services up to an aggregate total cost of $330,000,000 (less
the price of the Products and Services previously deployed in the Test Market).
If the System in the Test Market fails to reach Final Acceptance or fails to
successfully complete the Test Period in accordance with the Specifications and
this Contract prior to September 20, 2002, then Owner shall have the option to
terminate this Contract without any further liability to Owner. Owner agrees
that it will deploy its Products and Services in good faith and in a
commercially reasonable manner and that it will not arrange the deployment
schedule so as to deploy Products and Services in the Contiguous Markets where
the purpose is to delay the deployment of Vendor's Products and Services in the
Test Market.

SECTION 2. SCOPE OF WORK AND RESPONSIBILITIES

2.1 Scope of Work. During the Contract Term and in accordance with
-------------
Purchase Orders issued to Vendor from time to time, the Vendor shall engineer,
design, plan, manufacture, construct, install, test and perform all Work. The
terms of this Contract shall also apply to Purchase Orders issued by Operating
Affiliates, Related Operators and by Owner, for and on behalf of its Related
Operators, provided that in each case, the Purchase Orders are made pursuant to
-------- ----
and incorporate by reference the terms of this Contract. The Vendor shall be
responsible for providing in accordance with the terms of this Contract any and
all items and services which are expressly included by the terms of this
Contract or in the Exhibits. The Vendor shall furnish all labor, materials,
tools, transportation and supplies required to complete its obligations in
accordance with this Contract.

In instances where Purchase Orders are placed by an Operating Affiliate or
a Related Operator such Operating Affiliate or Related Operator shall receive
all of the rights and benefits of the Owner hereunder with respect to all
Products and Services furnished by Vendor to such Operating Affiliates or
Related Operators, including without limitation the full benefits or all

Warranties, software licensing arrangements, Software Upgrades, Software
Enhancements, Equipment Upgrades and Equipment Enhancements. Owner shall be
considered the purchaser only for purposes of the obligation of payment.

2.2 Reserved.

2.3 Site Acquisition. The Owner shall acquire all Sites. The
----------------
Vendor, at its request, shall be kept informed of the progress made on ongoing
Site Acquisition activity. As the Site Acquisition progresses, the Vendor
agrees to alter on a regular basis Vendor's engineering plan to determine a new
search ring or rings to take into account any changes or modifications requested
by the Owner due to the Owner's inability to acquire sufficient rights to a
location which could constitute a Site in a timely or economic manner; provided
--------
that all such alterations requested by Owner shall be considered by Owner and
----
addressed pursuant to the Change Order provisions described in Section 11 below.
Vendor shall offer to Owner Site Acquisition services as defined on Exhibit E
and according to the pricing set forth on Exhibit B. When making changes to the
RF engineering plan, the Vendor shall take into account the Site Acquisition
already completed by the Owner. Upon Site Acquisition Substantial Completion,
Owner shall notify Vendor of the Site Acquisition Substantial Completion Date.

2.4 Expansions. During the five (5) year period commencing on the
----------
delivery of the first System for commercial operations, the Owner may, from time
to time, order Expansions from the Vendor, subject to the provisions of Section
12. The price and terms of such Expansions shall be as set forth in Exhibit B

(as may be amended from time to time) (collectively, the "B Exhibits").
------------------------------------- ----------

2.5 Review of Contract. Each party has examined in detail and
------------------
carefully studied and compared the Contract with all other information furnished
by the other party and has promptly reported to the other party any material
errors, inconsistencies or omissions so discovered or discovered by any of its
Subcontractors.

2.6 Eligibility under Applicable Laws and Applicable Permits. The
--------------------------------------------------------
Vendor shall be responsible for ensuring that the Vendor and its Subcontractors
are and remain eligible under all Applicable Laws and Applicable Permits to
perform the Work under this Contract in the various jurisdictions involved
including, to the extent that Vendor will be responsible for construction for
any particular component of the Work, all such construction will be done in
accordance with all applicable FCC requirements. Each of the Owner and the
Vendor shall be responsible for obtaining and maintaining in full force and
effect the Applicable Permits listed as its responsibility in the applicable
Exhibits. Owner shall use its best efforts to obtain such approvals, licenses,
permits, tariffs, and/or other authorities from the FCC and state and local
public utilities commissions as may be necessary for construction and operation
of a PCS System.

2.7 Further Assurances. The Vendor shall execute and deliver all
------------------
reasonable further instruments and documents, and will, in good faith, consider
all reasonable requests for further action, including but not limited to
assisting the Owner in filing notices of completion with the appropriate state
and local Governmental Entity, that may be necessary or that the Owner may
reasonably request in order to enable the Owner or the Vendor to complete
performance of the

Work or to effectuate the purposes or intent of this Contract. All such requests
shall be addressed pursuant to the Change Order procedures described below in
Section 11.

2.8 Liens and Other Encumbrances. (a) The Vendor covenants and
----------------------------
agrees, subject to Vendor's receipt from Owner of full payment in respect
thereof, to:

(i) protect and keep free all Systems, Expansion and/or any and
all interests and estates therein acquired from the Vendor, and all
improvements and materials now or hereafter placed thereon under the terms
of this Contract, from any and all claims, liens, charges or encumbrances
of the nature of mechanics, labor or materialmen liens or otherwise arising
out of or in connection with performance by any Subcontractor, including
services or furnishing of any materials hereunder, and to promptly have any
such lien released by bond or otherwise; and

(ii) give notice of this subsection to each Subcontractor before
such Subcontractor furnishes any labor or materials for any System.

(b) If any laborers', materialmens', mechanics', or other similar
lien or claim thereof is filed by any Subcontractor, the Vendor shall cause such
lien to be satisfied or otherwise discharged, or shall file a bond in form and
substance satisfactory to the Owner in lieu thereof within ten (10) Business
Days of the Vendor's receipt of notice of such filing. If any such lien is
filed or otherwise imposed, and the Vendor does not cause such lien to be
released and discharged forthwith, or file a bond in lieu thereof, then, without
limiting the Owner's other available remedies, the Owner has the right, but not
the obligation, to pay all sums necessary to obtain such release and discharge
or otherwise cause the lien to be removed or bonded to the Owner's satisfaction
from funds retained from any payment then due or thereafter to become due to the
Vendor.

(c) The Owner reserves the right to post or place within any System
notices of non-responsibility or to do any other act required by Applicable Law,
to exempt the Owner from any liability to third parties by reason of any work or
improvements to be performed or furnished hereunder; provided that failure by
-------- ----
the Owner to do so shall not release or discharge the Vendor from any of its
obligations hereunder.

2.9 Duty To Inform Itself Fully; Waiver of Defense. (a) Each party
----------------------------------------------
shall be deemed to have notice of and to have fully examined and approved the
Specifications, the Exhibits and all other documents referred to herein, and all
drawings, specifications, schedules, terms and conditions of this Contract,
regulations and other information in relation to this Contract and/or any
amendments, modifications or supplements thereto at any time on or after the
Effective Date and to have fully examined, understood and satisfied itself as to
all information of which it is aware and which is relevant as to the risks,
contingencies and other circumstances which could affect this Contract and in
particular the installation of any System or any part thereof.

2.10 Special Provisions Regarding Vendor Financing. The financing
---------------------------------------------
made available to Owner pursuant to separate financing agreements will provide
Owner with an available source of funds ("Funds") for purchases of products and
-----
services other than the Products and Services specified hereunder for the
Systems. The Funds for such other products and services are

subject to certain limitations as set forth in the separate financing
agreements. In the event Owner desires to utilize the Funds for the purchase of
any additional products or services offered by Vendor to be used in connection
with the Systems, Vendor shall be treated as a preferred vendor and will be
provided the first opportunity to provide such additional products and services
at competitive market prices. In the event that Vendor does not offer such
services or manufacture such products of equivalent Form, Fit and Function or
does not make such products or services available for purchase at a competitive
market prices, Owner shall be permitted to purchase such items from third
parties utilizing the Funds. For purposes of this subsection, competitive market
prices shall mean prices that are no more expensive than similar products and
services available in the market, taking into account all relevant terms and
conditions.

SECTION 3. PURCHASE ORDERS AND SCHEDULES

3.1 Purchase Orders. The Owner and any Operating Affiliate may
---------------
deliver Purchase Orders to the Vendor at any time and from time to time during
the Contract Term. Such Purchase Orders shall be sent to the Vendor either by
certified mail, electronic transmission or another mutually acceptable manner to
the address specified in Exhibit L of this Contract. All Purchase Orders shall
be governed by the terms and conditions of this Contract, unless otherwise
agreed by the parties in writing. Each Purchase Order shall specify, in
reasonable detail, the Products, Services or other items of Work to be provided
by the Vendor.

3.2 Delivery under the Contract. The Vendor shall complete the Work
---------------------------
specified in each Purchase Order in accordance with the terms and conditions of
this Contract.

3.3 Order Acceptance. All Purchase Orders submitted by Owner shall
----------------
be deemed to incorporate and be subject to the terms and conditions of this
Contract unless otherwise agreed in writing. All Purchase Orders, including
electronic orders, shall contain the information necessary for Vendor to fulfill
the order. All schedules and requested dates are subject to Vendor's
concurrence, provided that if orders are made within the agreed to lead times
-------- ----
specified in Exhibit L, Vendor shall not withhold its concurrence to the
requested dates. No provision or data on any Purchase Order or contained in any
documents attached to or referenced in any Purchase Order, or any subordinate
document (such as shipping releases), which is inconsistent with the terms of
this Contract shall be binding, except data necessary for Vendor to fill the
order. All such other data and provisions are hereby rejected. Electronic
orders shall be binding on Owner notwithstanding the absence of a signature,
provided that the parties have implemented a mutually acceptable electronic
-------- ----
order process and such orders deemed to be binding have been issued by Owner and
accepted by Vendor in accordance with the process agreed upon by the parties.
Order acceptance provisions, together with delivery schedules and intervals and
forecast requirements are set forth in Exhibit L.

While it is Vendor's objective to provide Owner with an acknowledgment of
each Purchase Order received, Owner shall advise Vendor to the extent that Owner
becomes aware of any missing or late notifications to ensure that the Purchase
Order has not been lost.

Changes made by Owner to an accepted Purchase Order shall be treated as a
separate order unless the parties expressly agree otherwise. If any such change
affects Vendor's ability to meet its

obligations under the original Purchase Order, any price, shipment date, or
completion date quoted by Vendor with respect to such original order is subject
to change and shall be addressed pursuant to the Change Order provisions below
in Section 11.

3.4 Forecasts. Owner shall provide to Vendor regular forecasts of
---------
Owner's annual Product and Services needs. If the quantities ordered are more
than [*] greater than forecast quantities, Vendor shall be permitted a
reasonable extension of time to fulfill such orders and achieve the Milestones
required of Vendor hereunder.

3.5 Inventory Control and Bar-coding. Vendor shall, at no additional
--------------------------------
charge, pack and ▇▇▇▇ shipping containers in accordance with its standard
practices for domestic shipments. Where in order to meet Owner's requests,
Vendor packs and/or is required to ▇▇▇▇ shipping cartons in accordance with
Owner's specifications, Vendor shall invoice Owner additional charges for such
packing and/or marking. Vendor shall: (i) enclose a packing memorandum with
each shipment and, if the shipment contains more than one package, identify the
package containing the memorandum; and (ii) ▇▇▇▇ Products as applicable for
identification in accordance with Vendor's marking specifications (for example,
model/serial number and month, year of manufacture).

SECTION 4. SUBCONTRACTORS

4.1 Subcontractors. The Vendor may subcontract any portion of its
--------------
obligations under this Contract, but no such subcontract shall relieve Vendor
from primary responsibility and liability for the performance of Vendor's
covenants and obligations under this Contract. Regardless of whether or not the
Vendor obtains approval from the Owner or a Subcontractor, or whether the Vendor
uses a Subcontractor recommended by the Owner, use by the Vendor of a
Subcontractor shall not, under any circumstances: (i) give rise to any claim by
the Vendor against the Owner if such Subcontractor breaches its subcontract or
contract with the Vendor; (ii) give rise to any claim by such Subcontractor
against the Owner; (iii) create any contractual obligation by the Owner to the
Subcontractor; (iv) give rise to a waiver by the Owner of its rights to reject
any Defects or Deficiencies or Defective Work; or (v) in any way release the
Vendor from being solely responsible to the Owner for the Work to be performed
under this Contract.

4.2 Vendor's Liability. The Vendor is responsible for all of its
------------------
obligations under this Contract, including the Work, regardless of whether a
subcontract or supply agreement is made or whether the Vendor relies upon any
Subcontractor to any extent. The Vendor's use of Subcontractors for any of the
Work shall in no way increase the Vendor's rights or diminish the Vendor's
liabilities to the Owner with respect to this Contract, and in all events,
except as otherwise expressly provided for herein, the Vendor's rights and
liabilities hereunder with respect to the Owner shall be as though the Vendor
had itself performed such Work. The Vendor shall be liable for any delays
caused by any Subcontractor as if such delays were caused by the Vendor.

4.3 No Effect of Inconsistent Terms in Subcontracts. The terms of
-----------------------------------------------
this Contract shall in all events be binding upon the Vendor regardless of and
without regard to the existence of any inconsistent terms in any agreement
between the Vendor and any Subcontractor whether or not and without regard to
the fact that the Owner may have directly and/or indirectly had notice of any
such inconsistent term.

4.4 Assignability of Subcontracts to Owner. Vendor shall use
--------------------------------------
reasonable efforts to have each agreement between the Vendor and a Subcontractor
contain a provision stating that, in the event that the Vendor is terminated for
cause, convenience, abandonment of this Contract or otherwise then: (i) each
Subcontractor shall continue its portion of the Work as may be requested by the
Owner; and (ii) such agreement permits assignment thereof without penalty to the
Owner and, in order to create security interests, to third parties designated by
Owner, in either case at the option of the Owner and for the same price and
under the same terms and conditions as originally specified in such
Subcontractor's agreement with the Vendor.

4.5 Removal of Subcontractor or Subcontractor's Personnel. The Owner
-----------------------------------------------------
has the right at any time to request removal of a Subcontractor and/or any of a
Subcontractor's personnel from Work on the System upon reasonable grounds and
reasonable prior notice to Vendor. Such request (a "Request for Removal") shall
-------------------
be in writing and shall specify the Owner's reasoning therefor. The Vendor
promptly shall issue a written response to any such Request for Removal,
specifying the reasoning for its disagreement or agreement, as the case may be,
with the reasoning contained in the Request for Removal. If the parties fail to
agree, this matter shall be handled in accordance with the dispute resolution
procedures in Section 23. The exercise of such right by the Owner shall have no
effect on the provisions of subsections 4.1 and 4.2.

4.6 Subcontractor Insurance. The Vendor shall require its
-----------------------
Subcontractors to obtain, maintain and keep in force, during the time they are
engaged in providing Products and Services hereunder, insurance coverage of the
types and levels customary in the industry (provided that the maintenance of any
-------- ----
such Subcontractor insurance shall not relieve the Vendor of its other
obligations pursuant to this Contract). The Vendor shall, upon the Owner's
request, furnish the Owner with evidence of such insurance in form and substance
reasonably satisfactory to the Owner.

4.7 Review and Approval not Relief of Vendor Liability. No
--------------------------------------------------
inspection, review or approval by the Owner permitted under this Contract of any
portion of the Work shall relieve the Vendor of any duties, liabilities or
obligations under this Contract, but nothing contained in this subsection shall
be deemed a bar of any waiver given by the Owner to the Vendor pursuant to and
in accordance with the terms of this Contract.

4.8 Vendor Warranties. Except as otherwise expressly provided in
-----------------
Section 18, the warranties of the Vendor pursuant to Section 18 shall be deemed
to apply to all Work performed by any Subcontractor as though the Vendor had
itself performed such Work and to all Products supplied by any third-party
vendor or other subcontractor as though the Vendor itself had supplied such
Products. Except as otherwise specifically provided in Section 18, the parties
agree that such warranties shall not be enforceable merely on a "pass-through"
basis but that Owner may, but shall not be obligated to, enforce such warranties
of any Subcontractor to the extent that the Owner determines that the Vendor is
not paying and/or performing its warranties; provided that any such election by
-------- ----
the Owner shall not relieve the Vendor from any obligations or liability with
respect to any such warranty.

4.9 Payment of Subcontractors. The Vendor shall make all payments it
-------------------------
is contractually required to make to all Subcontractors (except in the case of
legitimate disputes

between the Vendor and any such Subcontractor arising out of the agreement
between the Vendor and such Subcontractor) in accordance with the respective
agreements between the Vendor and its Subcontractors such that no Subcontractor
shall be in a position to enforce any liens and/or other rights against the
Owner, the System, any Products or any part thereof.

4.10 Copies. Subject to any confidentiality obligations insisted
------
upon by third party providers, including Subcontractors, Vendor will use its
good faith and reasonable efforts to provide Owner with any and all relevant
agreements, understandings, subcontracts and other documents pertaining to the
provision of Products or Services by a Subcontractor which Owner may reasonably
require in order for it to be provided with the information necessary to
exercise any of its rights under this Contract.

4.11 Benefit of Subcontracts. In addition to anything else provided
-----------------------
for in this Contract, the Owner shall be entitled to the following benefits and
rights of the Vendor under its contracts with any applicable third-party vendors
or other Subcontractors: all rights to conduct in-house tests, to receive
notice of upgrades and enhancements, and to purchase spare parts; provided
--------
however, that the Vendor shall maintain sole responsibility for all obligations
-------
and other duties under all such contracts.

SECTION 5. PRICES AND PAYMENT

5.1 Prices. (i) The prices for the Products, Services and other
------
items of Work for the Contract Term are set forth in the B Exhibits. The prices
for Expansions are also set forth in the B Exhibits.

(ii) [***]

[***]

5.2 Taxes. The Owner shall reimburse Vendor for all present or
-----
future taxes, levies, imposts, deductions, charges, withholdings and liabilities
("Taxes") imposed on the Vendor by any Governmental Entity relating to the
-----
provision of Products and Services by the Vendor to the Owner under this
Contract, provided, however, that the Owner shall not be liable for and shall
not pay or reimburse Vendor for any Taxes on or measured by the income or
receipts of the Vendor. If the Owner shall pay Taxes for which the Vendor
receives a credit, then the Vendor shall reimburse to the Owner an amount equal
to such credit.

5.3 Payment. Payment for the Products and Services to be supplied
-------
pursuant to this Contract shall occur as follows (in each case following
submission of an invoice by the Vendor which shall properly document, to the
reasonable satisfaction of the Owner, all the items included):

(a) Products for Systems: except as set forth in subsections (b) and
--------------------
(c) below,

(i) [*] of the amount of all Purchase Orders completed by the
Vendor with respect to a Site shall be invoiced upon shipment of the
Products in respect of such Purchase Orders;

(ii) [*] of the amount of all Purchase Orders completed by the
Vendor with respect to a Site shall be invoiced upon completion of
Installation and Integration of the Products with respect to each Site;

(iii) [*] of the amount of all Purchase Orders completed by the
Vendor with respect to a Site shall be invoiced upon the date Owner signs a
Certificate of Substantial Completion with respect to the Products forming
part of such Purchase

Orders; provided that in the event that a Certificate of Substantial
-------- ----
Completion is not issued within five (5) Business Days after the Guaranteed
Substantial Completion Date because of a delay in reaching Substantial
Completion solely attributable to the failure or lack of performance of
Owner to satisfy its obligations and commitments in a timely manner, such
amount shall be invoiced on the fifth (5/th/) Business Day following
Substantial Completion; and

(iv) the balance of all amounts due Vendor pursuant to completed
Purchase Orders with respect to Products for a System shall be invoiced
upon Final Acceptance of such System.

(b) Services. Services shall be invoiced as performed, or as soon
--------
thereafter as practical but in no event more frequently than monthly, provided
--------
that Installation and Integration Services and Optimization Services will only
----
be invoiced after the Owner signs a Certificate of Substantial Completion in
respect of the System for which such Services are rendered; provided that in the
-------- ----
event that a Certificate of Substantial Completion is not issued within five (5)
Business Days after the Guaranteed Substantial Completion Date because of a
delay in reaching Substantial Completion solely attributable to the failure or
lack of performance of Owner to satisfy its obligations and commitments in a
timely manner, such amount shall be invoiced on the fifth (5/th/) Business Day
following Substantial Completion.

(c) Optional Software Features and Spares. The purchase price for
-------------------------------------
the initial Optional Software Features and Spares shall be invoiced after the
Owner signs a Certificate of Substantial Completion in respect of the System for
which such initial Optional Software Features and Spares are furnished; provided
--------
that in the event that a Certificate of Substantial Completion is not issued
----
within five (5) Business Days after the Guaranteed Substantial Completion Date
because of a delay in reaching Substantial Completion attributable solely to the
failure or lack of performance of Owner to satisfy its obligations and
commitments in a timely manner, such amount shall be invoiced on the fifth
(5/th/) Business Day following Substantial Completion.

(d) Expansions.
----------

(i) [*] of the amount of all Purchase Orders completed by the
Vendor with respect to Products for which Vendor provides installation
Services pursuant to an Expansion shall be invoiced upon delivery of such
Products; and

(ii) [*] of the amount of all Purchase Orders completed by
Vendor with respect to Products for which Vendor provides installation
Services pursuant to an Expansion shall be invoiced upon completion of
installation of such Products; and

(iii) [*] of the amount of all Purchase Orders completed by the
Vendor with respect to Products for which Vendor provides no installation
Services pursuant to an Expansion shall be invoiced upon delivery of such
Products.

(e) Payment of Invoices. Owner shall pay the invoiced amounts, less
-------------------
any disputed amounts, within ten (10) days from the date of transmission of
Vendor's invoice. Delinquent payments are subject to a late payment charge
after thirty (30) days at the rate of [*] per month, or portion thereof, of
the amount due (but not to exceed the maximum lawful rate). Any disputed items
which are determined to be validly billed are due for payment based upon the
original invoice date.

5.4 Reserved.

5.5 No Payment in Event of Material Breach. Subject to subsection
--------------------------------------
24.5, the Owner shall have no obligation to make any payment for any Work with
respect to which the Vendor is in material breach of this Contract until and
unless such breach is cured or waived by the Owner in accordance with the terms
of this Contract.

5.6 In Revenue Payments. At any time during a period of delay the
-------------------
Owner may, in its sole discretion, decide to place a System which is subject to
such delay into In Revenue Service. Such placement into In Revenue Service
shall constitute Substantial Completion only for purposes of the payment
obligations above, but shall not in any way relieve the Vendor of any of its
obligations under this Contract, including without limitation achieving a
Guaranteed Substantial Completion Date nor shall such In Revenue Service trigger
the commencement of the Initial Period.

5.7 Currency and Place of Payment. Payments under this Contract
-----------------------------
shall be made in U.S. Dollars and if such method of payment is acceptable to
Owner, Owner shall pay all amounts due Vendor hereunder using EFT. EFT payments
by Vendor shall be made to the following account of Vendor or such other account
as is subsequently designated by Vendor in writing and, concurrent with the EFT
payment, Owner shall fax a copy of the remittal to Vendor's manager of cash
operations at:

Bank Name: [***]
Account Name: Ericsson Wireless Communications Inc.
Acct. No.: [***]
ABA No.: [***]
Swift No.: [***]

SECTION 6. AVAILABILITY OF IOS

6.1 Availability of IOS. The Vendor's CMS 11 BSC currently provides
-------------------
the features defined in the CDG standard for IOS V2.1. Vendor targets support
for IOS V3.1.1 specifications for its AXE 10 MSC and CMS 11 BSC no later than
October, 2000. [***] In the event Owner deploys a System which necessitates
the IOS interface and either the MSC or the BSC and the BTS are supplied by
vendors other than Vendor, the pricing for Products shall be adjusted according
to Exhibit B. Owner shall not be responsible for any additional Product costs
resulting from the implementation of the IOS interface.

SECTION 7. DATA

7.1 Vendor is committed to developing products that comply to the
1xHDR standard which is currently being discussed in 3GPP2, or an equivalent
CDMA based technology which has gained market acceptance, is commercially
feasible to develop, is an open published standard (i.e., a standard which is
free of intellectual property rights or is subject to intellectual property
rights which can be licensed at a market acceptable rate), and has the same
effective data rate and network capacity of Qualcomm's HDR specifications.
Vendor shall develop and deliver to Owner this technology, and shall integrate
said technology into Owner's Systems, in a similar time frame and at a
competitive cost as other infrastructure vendors are providing their data
technology for commercial service.

SECTION 8. SERVICES

8.1 Transportation. The Vendor shall at the Vendor's sole cost and
--------------
expense provide for the transportation and delivery to the Sites within the
U.S., of all the Products to be delivered pursuant to, and in accordance with,
each Purchase Order and the terms of this Contract. In the event of any unusual
Site selections or requirements which require transportation arrangements out of
the ordinary course having regard to normal industry standards and practices
(such as non-standard crane requirements, helicopter transportation requirements
to a remote setting, etc.), Vendor shall arrange, subject to Owner's prior
approval, for such exceptional transportation requirements from local staging
facilities or warehouse locations to the unusual Site. Vendor shall notify
Owner that it believes, in good faith, that exceptional transportation
arrangements are necessary under the circumstances, and Vendor will consult with
Owner on an approved course of action to complete delivery. Owner shall be
responsible for all costs with respect to such exceptional transportation
requirements in excess of transportation costs applicable to a standard Site.

8.2 Services. The Vendor shall provide the Services ordered by Owner
--------
in accordance with the provisions of the Exhibit hereto in respect of such
Services, including, without limitation, the following Services: (i) RF Design
Services as stated in Exhibit D; (ii) construction management and site
construction services as stated in Exhibit E; (iii) architectural & engineering
services as stated in Exhibit E; (iv) spectrum clearing and microwave relocation
services as stated in Exhibit E; (v) Optimization Services as set forth in
Exhibit G; (vi) Installation and Integration services as set forth in Exhibit F;
and (vi) wireless support Services as stated in Exhibit H.

8.3 No Interference. The Vendor shall install all Equipment and
---------------
build each of the Systems so as to cause no unauthorized interference with or
obstruction to lands and thoroughfares or rights of way on or near which the
installation work may be performed. The Vendor shall exercise every reasonable
safeguard to avoid damage to existing facilities, and if repairs or new
construction are required in order to replace facilities damaged by the Vendor
due to its carelessness, negligence or willful misconduct, such repairs or new
construction shall be at the Vendor's sole cost and expense. Vendor understands
that many of the Sites may be co-located with other RF transmission facilities
and Vendor shall take all necessary precautions and safety measures

to ensure the safety of all of Vendor's and Subcontractors' personnel at such
Sites. The Owner shall use its reasonable best efforts to ensure that no other
third parties employed or engaged by the Owner hinder or delay the Vendor in the
performance of its installation obligations hereunder.

Vendor represents and warrants that all Products furnished hereunder shall
comply, to the extent required, with the requirements of Part 24 of the "FCC
---
Rules" pertaining to personal communications services in effect upon delivery of
-----
such Product. In addition, Vendor represents and warrants that a Product
furnished hereunder shall comply, to the extent required, with the requirements
of Subpart J of Part 15 of the FCC Rules in effect upon delivery of such
Product, including those sections concerning the labeling of such Product and
the suppression of radio frequency and electromagnetic radiation to specified
levels. Vendor makes no undertaking with respect to harmful interference caused
by (i) unauthorized installation, repair, modification or change or Products not
furnished by Vendor; (ii) Products being subject to misuse, neglect, accident or
abuse by other than Vendor; (iii) Products being used in a manner not in
accordance with operating instructions or in a suitable installation environment
or operations of other equipment in the frequency ranges reserved for Owner
within the applicable licensed area. Vendor assumes no responsibility under
this clause for items not specified or supplied by Vendor. The foregoing
warranties are collectively referred to as the "Compliance Warranty".
-------------------

Vendor shall, when appropriate, have reasonable access to Owner's Premises
during normal business hours and at such other times as may be agreed upon by
the parties in order to enable Vendor to perform its obligations under this
Contract. Vendor shall coordinate such access with Owner's designated
representative prior to visiting such premises. Vendor agrees to instruct its
employees to comply with all site rules while on Owner's Premises. The
employees and agents of Vendor shall, while on the Owner's Premises, comply with
all site rules and guidelines including but not limited to where required by
government regulations, submission of satisfactory clearance from U.S.
Department of Defense and other governmental authorities concerned. Neither
party shall require waivers or releases of any personal rights from
representatives of the other in connection with visits to its premises, and no
such releases or waivers shall be pleaded by either party in any action or
proceeding.

For purposes of this Section, all references to "Owner's Premises" and
----------------
other similar references shall be deemed to refer to any location where a Site
is to be located, which may include land or buildings owned or leased by Owner.
To the extent that Owner does not own the premises, Vendor's obligations to
adhere to site rules and guidelines shall include, without limitation, those
rules and guidelines required by the owner, landlord or property manager having
care and control of such premises, which Owner has provided to Vendor in advance
of the commencement of the applicable Work hereunder.

SECTION 9. MANUALS, ENGINEERING DRAWINGS AND TRAINING

9.1 Documentation. The Vendor shall provide the Documentation in the
-------------
amounts and formats listed in Exhibit P. The Documentation shall be prepared in
accordance with the relevant Specifications. Operating Manuals with up-to-date
(but not "as-built") drawings, specifications and design sheets shall be
available for the Training as set forth in subsection 9.4.

9.2 Standards for Manuals. All Operating Manuals and Maintenance and
---------------------
Instruction Manuals required to be provided by the Vendor pursuant to this
Contract shall be:

(a) detailed and comprehensive and prepared in conformance with the
Specifications and generally accepted national standards of professional care,
skill, diligence and competence applicable to telecommunications and operation
practices for facilities similar to the Systems;

(b) consistent with good quality industry operating practices for
operating personal communications service systems of similar size, type and
design;

(c) sufficient to enable the Owner through reasonably competent
personnel (taking into account the availability of skills in local labor
markets) to operate and maintain each System on a continuous basis; and

(d) prepared subject to the foregoing standards with the goal of
achieving operation of each System at the capacity, efficiency, reliability,
safety and maintainability levels contemplated by this Contract and required by
all Applicable Laws and Applicable Permits.

9.3 Equipment and Data. The Vendor shall furnish all drawings,
------------------
specifications, specific design data, preliminary arrangements and outline
drawings of the Equipment and all other information as required in accordance
with this Contract in sufficient detail to indicate that the Equipment and
fabricated materials to be supplied under this Contract comply with the
Specifications.

9.4 Training. As more fully described in Exhibit O, the Vendor shall
--------
provide to the Owner a training program with respect to each System
(collectively, the "Training"). Promptly upon execution of this Contract, the
--------
Vendor shall establish a training coordinator, whose responsibility shall be to
work with the Owner to ensure that the Owner receives the Training. Such
coordinator (or his or her replacement) shall continue in such assignment until
the receipt by the Owner of all of the Training required to be provided.

9.5 Manuals and Training. The Training and the Documentation
--------------------
provided in connection herewith, including, without limitation, all
Documentation provided in CD-ROM format, and pursuant to subsections 9.2, 9.3
and 9.4 shall be updated in reasonable quantities at no additional cost to Owner
pursuant to and in accordance with all Product upgrades and/or modifications
applicable to any System and/or any part thereof.

SECTION 10. ACCEPTANCE PROCEDURES

10.1 Acceptance Procedures. Depending upon the specific Products and
---------------------
Services to be furnished by Vendor, and those tasks for which Owner shall assume
responsibility, the parties, directly or through third-party vendors or other
Subcontractors, as the case may be, shall carry out the following procedures.
Certain of the tests below will apply to purchases of Products and

Services which comprise a System, while certain other tests will apply to tests
for Product and Service purchases for Expansions.

(a) Factory Tests. Owner may, at Owner's option and cost, be present
-------------
at any factory testing conducted by Vendor. Vendor shall give the Owner ten
(10) Business Days advance notice of any such factory testing relating to the
Products or Services furnished by Vendor hereunder. Vendor shall cooperate with
Owner to facilitate Owner's observation of such tests. Regardless of whether or
not Owner observes any factory testing, Vendor agrees to, within a reasonable
period of time in view of the nature and urgency of the request, upon written
request by Owner, provide Owner with copies of all documentation relating to
factory testing of the Product specified by Owner, including without limitation
copies of test procedures, test results and FCC compliance certifications.

(b) Site Preparation Substantial Completion. Upon completion of all
---------------------------------------
Site Preparation with respect to each Site for which the Owner has issued a
Purchase Order directing the Vendor to proceed with Site Preparation activities,
the Vendor shall issue a Site Preparation Substantial Completion Certificate
("Site Preparation Substantial Completion Certificate") certifying that all Site
-----------------------------------------------------
Preparation specified in the Purchase Order is substantially complete. Such
certificate shall be accompanied by a Punch List of all incomplete items which
items shall be completed by the Vendor prior to Final Acceptance. Vendor shall
offer Construction Management, Architectural & Engineering, Site Civil
Construction and Antenna Installation and Testing as provided for in Exhibit E
and at pricing consistent with that set forth in Exhibit B. In the event the
Owner performs Site Preparation with respect to a Site, the Owner shall issue
the Site Preparation Substantial Completion Certificate.

(c) Site Installation and Integration Completion Certificate. Upon
--------------------------------------------------------
completion of the installation of the BTS and other Products and the completion
of integration activities in accordance with Exhibit F, the Vendor shall issue a
Site Installation and Integration Substantial Completion Certificate certifying
that all installation and integration activities specified in the Purchase Order
are substantially complete. Such certificate shall be accompanied by a Punch
List of all incomplete items which items shall be completed by the Vendor prior
to Final Acceptance.

(d) Certificate of Substantial Completion. Upon completion of
-------------------------------------
Optimization Services and all testing with respect to a System in accordance
with Exhibit G, the Vendor shall issue a Certificate of Substantial Completion,
which shall be in the form of a checklist listing all tests performed and the
results thereof, and shall be accompanied by a Punch List of outstanding items
(the "Certificate of Substantial Completion"). Upon its reasonable satisfaction
-------------------------------------
that the Certificate of Substantial Completion is correct and complete, the
Owner shall promptly sign the Certificate of Substantial Completion.

(e) Beta Testing. Upon written notice to the Vendor, the Owner shall
------------
be entitled, in its sole discretion to conduct Beta Testing, and in connection
therewith the Owner shall be entitled to add appropriate items to the Punch List
prior to Final Acceptance.

(f) Certificate of Final Acceptance. Except as otherwise provided
-------------------------------
for the Test Market, which is more particularly described in subsection 1A.9 and
Exhibit A-1, during the

[*] period following Substantial Completion (as extended as described below, the
"Initial Period"), the Vendor shall complete all outstanding Punch List items
--------------
and the Owner and the Vendor shall monitor the System for outages and compliance
with the Specifications. For the Test Market, the Initial Period shall be
extended to [*] and shall run concurrently with the Test Period and the
Extension Period shall be replaced by the "Test Period Extension", each as
---------------------
more particularly defined in subsection 1A.9. In event that all Punch List items
have been completed during the Initial Period, all testing specified in Exhibit
G has been satisfactorily completed and there have been no Major Outages, then
at the end of the Initial Period the Vendor shall issue a Certificate of Final
Acceptance certifying the same. Upon its reasonable satisfaction that the
Certificate of Final Acceptance is correct and complete, the Owner shall sign
the Certificate of Final Acceptance. In the event that a Major Outage occurs
during the Initial Period, the Initial Period shall be extended (each, an
"Extension Period") as follows: (i) if a Major Outage occurs on or prior to [*]
----------------
after the commencement of the Initial Period, the Initial Period shall be
extended for an additional [*] (ii) if a Major Outage occurs after [*] but on or
prior to [*] after the commencement of the Initial Period, the Initial Period
shall be extended for an additional [*] and (iii) if a Major Outage occurs after
[*] but on or prior to [*] after the commencement of the Initial Period, the
Initial Period shall be extended for an additional [*]. In the event a Major
Outage occurs during any Extension Period, the Initial Period shall be further
extended by an additional period of [*]. Owner shall issue a Certificate of
Final Acceptance not later than the end of the Initial Period (as extended)
after receipt of notice of Vendor that it corrected the problem giving rise to
the Major Outage or Major Outages. Documentation not already delivered to the
Owner pursuant to the terms of this Contract shall be delivered to the Owner
within ten (10) Business Days of Final Acceptance. With respect to each System,
the Owner shall not be required to sign the Certificate of Final Acceptance
until all such documentation has been so delivered (and Final Acceptance shall
not be deemed to have occurred earlier than the date that is ten (10) Business
Days prior to the date of delivery of such documentation). In addition to, and
without limiting the requirements set forth in the preceding sentence, the
Operating Manuals and the Maintenance and Instruction Manuals shall be submitted
to the Owner in CD-ROM format (when available) in addition to hard-copy volume
format if so requested by the Owner.

10.2 Costs and Expenses. The costs and expenses of complying with
------------------
all acceptance procedures set forth above shall be borne by the Vendor, provided
--------
that Owner remains responsible for completing those items identified as Owner's
----
responsibility in the Exhibits.

SECTION 11. CHANGE ORDERS AND SCHEDULING

11.1 Change Orders. The Owner has the right to request expansions,
-------------
other revisions and/or modifications to any Purchase Order or to the Work

("Changes"), including but not limited to the Specifications, the manner of
---------
performance of the Work or the timing of the completion of the Work. All
Changes shall be subject to the prior written consent of the Vendor. All
Changes shall be documented in a written order ("Change Order") which shall be
------------
executed by the Owner and the Vendor and shall contain any adjustments to
pricing, Milestone or other aspect of the Work as mutually agreed by the
parties. The Vendor shall promptly notify the Owner of any such requested
Changes which may materially affect the operation and/or maintenance of any
System or any part thereof. In the event that the parties cannot agree on a
Change Order within fourteen (14) days of

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

submission of a Change Order by the Owner to the Vendor, the matter shall then
be referred to dispute resolution pursuant to Section 23. Nothing contained in
this subsection is intended to limit the Vendor's right, from time to time, to
make suggestions for modifications to the Work or the Specifications, provided
--------
that in any such event the Owner, in its sole and absolute discretion pursuant
----
to the terms of this Contract may refuse to make any such modification or
otherwise agree to issue a Change Order incorporating any such Vendor
suggestion.

11.2 Cancellation. Owner may at any time cancel, in whole or in
------------
part, any Purchase Order or Change Order upon advance written notice to the
Vendor. In the event of such cancellation, the Owner shall pay to the Vendor
cancellation charges in accordance with the Exhibits.

SECTION 12. DISCONTINUED PRODUCTS AND CONTINUING PRODUCT SUPPORT

12.1 Notice of Discontinuation. For a period of [*] for the AXE
-------------------------
switch and [*] for all other Products furnished hereunder after the Effective
Date, but in no event less than [*] after the date of shipment, the Vendor
agrees to provide the Owner, or its Affiliates as the case may be, not less than
one (1) year notice before the Vendor discontinues a Product ("Discontinued
------------
Products") furnished under this Contract. With respect to Products manufactured
--------
by a third party vendor, the notice period may vary. Where the Vendor offers a
product for sale that is equivalent in Form, Fit and Function in accordance with
and pursuant to the Specifications, the notification period may vary but in no
event shall be less than sixty (60) days. In the event of the foregoing, the
Vendor shall continue to furnish Products fully compatible with the relevant
System Elements within the System at such time during the appropriate [*] and
[*] periods referenced above; provided that nothing herein shall bar the Vendor
-------- ----
from discontinuing individual items of Products as provided in and pursuant to
this subsection. In the event that Vendor discontinues a Product, Vendor will
meet with Owner and use reasonable, good faith efforts to develop a mutually
acceptable transition plan that takes into account the Owner's existing
investment in the item scheduled for discontinuance.

In addition to repairs provided for under any applicable Warranty, Vendor
shall offer repair Services and repair parts in accordance with Vendor's repair
and repair parts practices and terms and conditions then in effect, for Vendor-
manufactured Equipment furnished pursuant to this Contract. Such repair
Services and repair parts shall be available while Vendor is manufacturing or
stocking such Products or repair parts, but in no event less than [*] for the
AXE switch and [*] for all other Products after such Product's discontinued
availability effective date. Vendor may use either the same or functionally
equivalent products or parts which are new, remanufactured, reconditioned or
refurbished in the furnishing of repairs or replacements under this Contract.

If during the agreed-to support period following the issuance of notice of
discontinuance, Vendor fails to provide repair parts and or repair Services and
a functionally equivalent replacement has not been designated, Vendor shall so
advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to
identify another source of supply for such repair parts or services, Vendor
shall, in addition to any other right or remedy available to Owner at law or in

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

equity, provide Owner, at no additional charge to Owner, upon request, with non-
exclusive licenses for Product manufacturing to the extent Vendor can grant such
licenses, so that Owner will have sufficient information, ability and rights to
have such Discontinued Products manufactured, or obtain such repair Service or
repair parts from other sources. Such license shall include appropriate non-
disclosure and confidentiality covenants.

12.2 Discontinuation During Warranty Period. If Vendor discontinues
--------------------------------------
the availability of a Product during that Product's Warranty Period and Owner is
required to purchase a replacement Product to replace the Discontinued Product
in order to maintain the same functionality of the Discontinued Product in a
System, Vendor agrees to grant Owner an additional [*] discount to be applied
against the net price of all Products required to be purchased by Owner as
replacements for such Discontinued Product, which additional discount shall be
applied after the determination of the lowest price available to Owner pursuant
to this Contract.

SECTION 13. SOFTWARE; CONFIDENTIAL INFORMATION

13.1 RTU License. Upon delivery of the Software, but subject to
-----------
payment of the license fees specified in Exhibit B, the Owner is hereby granted
a personal, non-exclusive, fully paid-up, multi-site (capability to move
Software from site to site on prior notice to Vendor) right to use license for
the Software ("RTU License"), to operate the specific Equipment, processor or
-----------
product line for which the licenses to use the Software are initially granted,
or temporarily on any comparable replacement if any such Equipment, processor or
product line becomes inoperative. Owner shall use such Software only for its
own internal business operation. The RTU License grants Owner no right to, and
Owner will not, sublicense such Software or modify, decompile, or disassemble
Software furnished as object code to generate corresponding source code provided
in each of the Systems. Except as provided below, no license is granted to
Owner to use the Software outside of the United States.

In the event that Owner wishes to use the Software on associated equipment
outside of the United States or to transfer Software to an affiliate or third
party transferee located outside the United States, Vendor shall not
unreasonably withhold its consent to such use or transfer, provided that Vendor
-------- ----
or the transferee, as the case may be, enters into an appropriate license
agreement with an affiliate of Vendor carrying on business in the territory in
which the Software is to be located, on terms substantially similar to the RTU
License terms set forth herein, provided, however, that Owner acknowledges and
agrees that support and maintenance obligations set forth herein are only
applicable for Software resident on Equipment located within the United States.
Support and maintenance Services offered by Vendor's affiliates differs in
various different territories, and will be subject to the local practices
maintained in such territory.

13.2 Owner's Obligations. The Owner agrees that the Software,
-------------------
whether or not modified, and all copies thereof made by Owner, shall be treated
as proprietary to the Vendor, its Subcontractors or its suppliers, as
appropriate and the Owner shall:

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

(a) Utilize the Software solely in conjunction with a System;

provided that the Vendor acknowledges that the Software shall be integrated
-------- ----
across interfaces with systems, equipment and software provided by other
suppliers and customers;

(b) Ensure that all copies of the Software shall, upon any
reproduction by the Owner authorized by the Vendor and whether or not in the
same form or format as such Software, contain the same proprietary,
confidentiality and copyright notices or legends which appear on the Software
provided pursuant hereto; and

(c) Hold secret and not disclose the Software to any person, except
to (i) such of its employees, contractors, agents or affiliates that are
involved in the operation or management of a System and need to have access
thereto to fulfill their duties in such capacity, or (ii) other Persons who need
to use such Software to permit integration of a System with systems and software
of other suppliers and customers; provided that such persons agree, or are
-------- ----
otherwise obligated, to hold secret and not disclose the Software to the same
extent as if they were subject to this Contract, and provided further that if
any such Person is a competitor of Vendor involved in the manufacture of
communications equipment, software or related services, Vendor must approve such
use on a case-by-case basis on commercially reasonable terms and such use shall
be subject to an appropriate non-disclosure agreement.

(d) When and if the Owner determines that it no longer needs the
Software or if the Owner's license is canceled or terminated pursuant to the
terms of this Contract, return all copies of such Software to the Vendor or
follow reasonable written disposition instructions provided by the Vendor. If
the Vendor authorizes disposition by erasure or destruction, the Owner shall
remove from the medium on which Software resides all electronic evidence of the
Software, both original and derived, in such manner that prevents subsequent
recovery of such original or derived Software.

(e) Owner shall not copy Software embodied in firmware and unless
otherwise specifically provided in this Contract, Owner is not granted any right
to modify Software furnished by Vendor under this Contract.

13.3 Backwards Compatibility. The Vendor represents and warrants
-----------------------
(the "Software Backwards Compatibility Warranty") that each Software Maintenance
-----------------------------------------
Release, Software Upgrade and Software Enhancement will be Backwards Compatible.
[***] Notwithstanding the foregoing, the Software Backwards Compatibility
Warranty does not apply to Products developed AXE in accordance with standards
not yet finalized as of the date hereof.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

13.4 Transfer and Relocation. (a) In the event the Owner or any
-----------------------
successor to the Owner's title in the Products: (i) elects to transfer a
Product to a third party, and where such Product shall remain in place and used
for substantially the same purpose as used by the Owner and where such third
party resides in the United States and is not a direct competitor of the Vendor
involved in the manufacture of communications equipment, software or related
services; or (ii) elects to transfer Products to an affiliate, the Owner may
transfer its RTU License for the Software furnished under this Contract for use
with such Product, without the payment of any additional Software right-to-use
fees by the transferee provided that Annual Maintenance Fees shall continue to
-------- ----
be calculated on the same basis. For example, if the RTU License for the
Software contains usage or per subscriber limits, or the processor to be used by
transferee requires additional memory or hard disk space additional payments or
purchases may be required. The following conditions shall apply to transfers
and relocations pursuant to this subsection 13.4:

(A) The right to use such Software may be transferred only together
with the Products with which the Owner has a right to use such
Software, and such right to use the Software shall continue to be
limited to use with such Products;

(B) Before any such Software is transferred, the Owner shall notify
the Vendor of such transfer and the transferee shall have agreed
in writing (a copy of which shall be provided to the Vendor) to
keep the Software in confidence and to corresponding conditions
respecting possession and use of Software as those imposed on the
Owner in this Contract; and

(C) The transferee shall have the same right to Software warranty and
Software maintenance for such Software as the transferor,
provided the transferee continues to pay the fees, including
recurring fees, if any, associated with such Software warranty or
maintenance pursuant to this Contract.

(b) Except as otherwise provided in this Contract, the Owner or any
successor to the Owner's title in the Products shall have no right to transfer
Software furnished by the Vendor under this Contract without the consent of the
Vendor, which consent shall not be unreasonably withheld. If the Owner or such
successor elects to transfer a Product purchased under this Contract for which
it does not under this Contract have the right to transfer related Software, the
Vendor agrees that upon written request of the transferee of such Product, or of
the Owner or such successor, the Vendor shall not without reasonable cause fail
to grant to the transferee a license to use such Software with the Products,
whether to be located within the United States or elsewhere, upon payment of a
relicensing fee to the Vendor on commercially reasonable terms acceptable to
Vendor.

13.5 Termination and Survival. The rights and obligations of the
------------------------
Owner under the RTU License shall survive the termination of this Contract,
regardless of the cause of termination provided Owner has met its material
obligations hereunder and has rendered all payments in accordance with this
Contract. In the event that Owner persistently and materially breaches its
confidentiality obligations hereunder with respect to the Software,
notwithstanding the fact that Vendor will have provided Owner with prior written
notice describing the alleged material breaches

and will have given Owner a reasonable time, and in no event less than thirty
(30) days, to cure any such breaches, Vendor may terminate Owner's RTU License.
In the event that Owner fails to pay the Annual Release Maintenance Fees (other
than with respect to any periods for which no payment for Annual Release
Maintenance Fees are due pursuant to this Contract), Vendor may terminate
Owner's right to use the Software to which such fees apply. In no event other
than as set forth in this subsection 13.5 may Vendor terminate Owner's right to
use the Software. Notwithstanding any other provision of this Contract, if there
is a dispute, pending final resolution of such dispute, all of Owner's rights
under this Contract shall continue in full force and effect, and Vendor will not
terminate the RTU License, and so long as Owner continues to pay Vendor
applicable Annual Maintenance Release Fees, Vendor will not terminate, suspend,
interrupt or delay maintenance and support of the Software.

13.6 Access to Source Codes. The Vendor represents and warrants that
----------------------
as of the date hereof, Vendor has not established a Source Code escrow for any
of its existing customers. In the event that Vendor establishes a Source Code
escrow in the future which applies to any of the Software furnished to Owner
hereunder, Vendor shall add Owner as a beneficiary of such Source Code escrow,
and Owner shall be entitled to receive a copy of the escrowed Source Code in the
event of the occurrence of any of the events set out below. In addition to the
foregoing, the Vendor shall immediately deliver and hereby grants the Owner a
right to access the Source Code and to modify the Software (the "RTM License")
-----------
for the maintenance, enhancement and support of those Products purchased from
the Vendor and owned or operated by the Owner under the following circumstances,
provided that any such released Source Code shall be subject to the
-------- ----
confidentiality provisions set forth in this Contract:

(i) if the Vendor becomes insolvent, makes a general assignment
for the benefit of creditors, files a voluntary petition in bankruptcy or
an involuntary petition in bankruptcy is filed against the Vendor which is
not dismissed within sixty (60) days, or suffers or permits the appointment
of a receiver for its business, or its assets become subject to any
proceeding under a bankruptcy or insolvency law, domestic or foreign, or
has liquidated its business, or the Vendor, or a business unit of the
Vendor that is responsible for maintenance of the Software, ceases doing
business without providing for a successor, and the Owner has reasonable
cause to believe that any such event shall cause the Vendor to be unable to
meet its Warranty service or support requirements hereunder; or

(ii) if the Vendor ceases to maintain or support a previously
supported version of the Software and Owner cannot obtain, with Vendor's
assistance (for example, by providing a third party with Source Code or by
any other appropriate method) the same support services the Vendor is
required to provide under this Contract from another entity (either working
with or independently from Vendor) at a price that is equal to or less than
the prices for such support as provided herein, or there is a persistent
and material failure by Vendor to provide the Warranty service or support
it is required to provide pursuant to the terms of this Contract.

13.7 Ownership of Intellectual Property. The Vendor shall own all
----------------------------------
forms of intellectual property rights (including, but not limited to, patent,
trade secret, copyright and mask rights) pertaining to the Software, and shall
have the right to file for or otherwise secure and protect

such rights. The foregoing notwithstanding, the parties understand and agree
that from time to time the Owner may devise, develop or otherwise create ideas
or other concepts for services or new products which are patentable or otherwise
capable of receiving protection from duplication. In such event, the Owner
shall have the right to apply for a patent in accordance with applicable law,
provided, however, that notwithstanding this subsection, the Vendor does not
-------- -------
hereby relinquish or release any of its intellectual property rights.

SECTION 14. SOFTWARE AND EQUIPMENT CHANGES

14.1 Software.
--------

14.1.1 Software Upgrades, Software Maintenance Releases, Software
----------------------------------------------------------
Enhancements and Combined Releases. During the Contract Term, upon payment of
----------------------------------
the RTU License fees, and in accordance with Exhibit B, Owner shall receive all
base Software releases and all Software Maintenance Releases, Software Upgrades,
Software Enhancements and Software Combined Releases applicable to Software for
Products for which the Owner has obtained a RTU License at such times as they
become generally available to the Vendor's customers. Owner shall also be
entitled to receive Optional Software Features according to Exhibit B. Owner
may elect to purchase such features on a per feature basis, or purchase annual
buy-out rights on a per market basis, permitting Owner to select those features
it wishes to deploy in the relevant market.

14.1.2 Notice. The Vendor shall give the Owner, or cause the Owner
------
to be given not less than ninety (90) days prior written notice of the
introduction of any Software Enhancement release or any Software Combined
Release or any optional Software release. In addition, in each February and
August of each year during the term of this Contract, the Vendor shall provide,
or cause to be provided, to the Owner a forecast of future Software Enhancement
releases, Software Upgrades, or Software Combined Releases or any optional
Software release, as the case may be, then currently being developed by or on
behalf of the Vendor.

14.1.3 Installation, Testing and Maintenance. The installation and
-------------------------------------
testing of the Software by the Vendor and the acceptance thereof by the Owner
shall be performed in accordance with the criteria set forth in Exhibit G.

14.1.4 Software Fixes. In the event that any Software Maintenance
--------------
Release, Software Upgrade, Software Enhancement or Software Combined Release
supplied by the Vendor during the term of this Contract has the effect of
preventing any System or any part thereof from satisfying, or performing in
accordance with the Specifications or the Exhibits or otherwise adversely
affects the functionality or features of any System or any part thereof, then
the Vendor shall promptly retrofit or take such other corrective action as may
be necessary to ensure that any System or any such affected part, as modified to
include each such Software Maintenance Release, Software Upgrade, Software
Enhancement or Software Combined Release, shall satisfy, and perform in
accordance with, the Specifications and the Exhibits and restore all pre-
existing functionality and features as well as provide any new features and
functionality provided by any of the foregoing modifications, in each case
without any charge to the Owner (other than payment of the applicable fees
pursuant to the terms of this Contract). Notwithstanding anything contained

herein in this subsection to the contrary, Owner shall be responsible for the
cost of any additional Equipment required to accommodate additional capacity,
memory or processing requirements necessitated by any new Software feature or
Optional Software Feature which Owner elects to use (provided such use by Owner
is optional without losing the benefit of the Software Maintenance Release or
Software Upgrade) which are contained in any such Software Upgrade, Software
Enhancement or Software Combined Release; provided, however, that Owner shall
-------- -------
not be required to pay for any additional Equipment required to accommodate
additional capacity, memory or processing requirements necessitated by
implementation of a required Software Maintenance Release, whether or not such
Software Maintenance Release is issued as a stand-alone release, or is contained
within a Software Upgrade, Software Enhancement or Software Combined Release.

14.2 Equipment.
---------

14.2.1 Equipment Upgrades. (a) Equipment Upgrades will be
------------------
provided to the Owner by the Vendor at no charge to the Owner as provided in
subsection 14.2.1(b) below. Equipment Enhancements must be provided to the Owner
by the Vendor, if requested by the Owner, and the Owner is obligated to make
payment therefor in an amount that is specified on the B Exhibits. If the Vendor
at any time issues an Equipment Upgrade which is combined with any Equipment
Enhancement (collectively, the "Equipment Combined Release") to such Equipment,
--------------------------
the Equipment Combined Release will be provided at no charge to the Owner unless
and until the Owner uses any of the Equipment Enhancements included within the
Equipment Combined Release, provided such use by Owner of such Equipment is
optional without losing the benefit of the Equipment Upgrade.

(b) (i) After a Product has been shipped to the Owner, if the
Vendor issues an Equipment Upgrade or Equipment Enhancement, or where a
modification to correct an error in field documentation is to be
introduced, the Vendor will promptly notify the Owner of such change
through the Vendor's design change management system or another Vendor
notification procedure. Each change notification, whether or not it bears a
restrictive legend, will be subject to the confidentiality obligations
provided in subsection 26.18, except that such information may be
reproduced by the Owner for the Owner's use as required within the System.
If the Vendor has engineered, furnished, and installed a Product which is
subject to an Equipment Upgrade, the Vendor will implement such change, at
its sole cost and expense, if it is announced within [*] for the AXE switch
and [*] for all other Products from the date of shipment of that Product,
and subject to the reasonable review and acceptance of the Owner at such
times as the Owner reasonably determines that it needs to review such
Vendor decision, by either (A) modifying the Product at the Owner's site;
(B) modifying the Product which the Owner has returned to the Vendor in
accordance with the Vendor's reasonable instructions pursuant to and in
accordance with the terms of this Contract; or (C) replacing the Product
requiring the change with a replacement Product for which such change has
already been implemented. If the Vendor has not engineered the original
Product application and accordingly office records are not available to the
Vendor, the Vendor will provide the generic change information and
associated parts for the Owner's use in implementing such change.

37
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

(ii) In any of the instances described in clause (i) above, if
the Vendor and the Owner agree that a Product or part thereof subject to
such change is readily returnable, without incurring any significant time
or expense, the Owner, at its expense, will remove and return such Product
or part to the Vendor's designated facility within the United States and
the Vendor, at its sole expense, will implement such change (or replace it
with a Product or part for which such change has already been implemented)
at its facility and return such changed (or replacement) Product or part at
its sole cost and expense to the Owner's designated location within the
United States. Any such reinstallation of Products which were readily
returnable will be performed by the Owner at its sole expense, provided
such reinstallation can be done by Owner without incurring any significant
time or expense. In all other circumstances, Vendor shall provide such
removal, repair and reinstallation Services at its sole cost and expense.

(iii) If the Owner does not make or permit the Vendor to make an
Equipment Upgrade as stated above within the appropriate [*] or [*] period
from the date of change notification or such other period as the Vendor may
agree, subsequent changes, repairs or replacements affected by the failure
to make such change may, at the Vendor's option, be invoiced to the Owner
whether or not such subsequent change, repair or replacement is covered
under the warranty provided in this Contract for such Product. If
requested by the Owner, Equipment Upgrades announced more than the
appropriate [*] or [*] period from the date of shipment will be implemented
at the Owner's expense.

(iv) If the Vendor issues an Equipment Enhancement after a
Product has been shipped to the Owner, the Vendor will promptly notify the
Owner of such change if it is being offered to any of the Vendor's
customers. Except as otherwise set forth above in subsection 14.2(b), when
an Equipment Enhancement is requested by the Owner, the pricing set for
such Equipment Enhancements will be at the Vendor's standard charges
subject to the applicable discounts set forth in the B Exhibits.

(v) All change notifications for Equipment Upgrades and
Equipment Enhancements provided by the Vendor to the Owner pursuant to the
terms of this Contract must contain the following information: (A) a
detailed description of the change; (B) the reason for the change; (C) the
effective date of the change; and (D) the implementation schedule for such
change, if appropriate.

14.2.2 Notice. The Vendor shall give, or shall cause to be given to,
------
the Owner not less than ninety (90) days prior written notice of the
introduction of any Equipment Enhancement or any Equipment Combined Release. In
addition, in each February and August of each year during the Term of this
Contract, the Vendor shall provide the Owner with a forecast of future Equipment
Enhancements to the Equipment or Equipment Combined Releases then currently
being developed by or on behalf of the Vendor.

14.2.3 Installation, Testing and Acceptance. The Installation and
------------------------------------
testing of the Equipment by the Vendor and the acceptance thereof by the Owner
shall be performed in accordance with the Exhibits and pursuant to the
Milestones contained in the Exhibits.

38
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

14.2.4 Equipment Fixes. In the event that any Equipment Upgrade or
---------------
Equipment Enhancement, directly or indirectly, supplied by the Vendor during the
appropriate [*] or [*] period following the Effective Date or during [*] period
following the date of shipment of such Equipment Upgrade or Equipment
Enhancement, has the effect of preventing any System or any part thereof from
satisfying, or performing in accordance with, the Specifications or otherwise
adversely affects the functionality, interoperability or features of any System,
or any part thereof then the Vendor shall without any charge to the Owner
promptly retrofit or take such other corrective action as may be necessary to
assure that any System or any such affected part, as modified to include each
such Equipment Upgrade and Equipment Enhancement, shall satisfy, and perform in
accordance with, the Specifications and restore all pre-existing functionality
and features as well as provide any features and functionality provided by any
of the foregoing modifications.

14.2.5 Equipment Backwards Compatibility Warranty. The Vendor
------------------------------------------
represents and warrants (the "Equipment Backwards Compatibility Warranty") that
------------------------------------------
each New Equipment Release will be Backwards Compatible, provided that it is
-------- ----
implemented within the specified time provided with each New Equipment Release.
[***] Notwithstanding the foregoing, the Equipment Backwards Compatibility
Warranty does not apply to Products developed beyond AXE standards not yet
finalized as of the date hereof.

14.3 Notice of Developments.
----------------------

14.3.1 Vendor Developments. The Vendor shall provide the Owner,
or cause to be provided to the Owner, through the Owner's chief executive
officer, with reasonable written notice of any Product developments, innovations
and/or technological advances (collectively "Vendor Developments") relevant to
-------------------
the System simultaneous to giving such notice to any other customer or otherwise
making any such Vendor Development public; provided that the Vendor shall not be
-------- ----
obligated to provide the Owner such notice before any other customer if doing so
would breach any contractual obligation to any other customer, provided further
that any such notice need not include any information originated by another
customer of Vendor which is proprietary to such other customer of Vendor. For
the purposes of this subsection the term "Vendor" includes the Vendor and its
affiliates and subsidiaries.

14.3.2 Participation in Testing. The Owner has the right, but not
------------------------
the obligation, to witness and/or participate in any initial testing; provided
--------
that any such initial testing of Vendor Developments shall be subject to: (i)
----
scheduling as reasonably determined by the Vendor; (ii) the qualification that
the Owner's System meets the technical requirements for the testing of such
Vendor Development as reasonably determined by the Vendor (or otherwise that the
Owner is willing to update such System to meet such requirements); (iii) the
Owner's acknowledgment that it shall be able to provide the resources necessary
to implement the initial testing for such Vendor Development; and (iv) the Owner
and the Vendor executing a verification office testing agreement that identifies
the scope, terms, pricing, responsibilities and schedule related to the initial
testing of

39
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

such Vendor Development. The Vendor shall provide the Owner at least thirty
(30) days prior written notice of its intent to test any such Vendor Development
and upon the Owner's written request the Vendor shall allow the Owner to
participate in such testing upon terms and in a testing environment reasonably
acceptable to the parties at such time. Such rights shall not apply to a Vendor
Development originated by another customer of Vendor which includes information
which is proprietary to such other customer.

14.3.3 Quarterly Notices. Vendor shall make reasonable efforts to
-----------------
collect and distribute on a quarterly basis a list of new Software bugs,
problems, fixes, etc., provided that Vendor shall not be required to distribute
-------- ----
confidential information of any other customer.

SECTION 15. INTELLECTUAL PROPERTY

15.1 Intellectual Property. Neither Owner nor Vendor shall publish
---------------------
or use any advertising, sales promotion, press releases or publicity matters
relating to this Contract without the prior written approval of the other, in
accordance with subsection 26.13.

15.2 Infringement. (a) The Vendor agrees that it shall defend,
------------
indemnify and hold harmless, at its own expense, all suits and claims against
the Owner for infringement or violation of any patent, trademark, copyright,
trade secret or other intellectual property rights of any third party
enforceable in the United States or in any other territory where Vendor has
approved the deployment or use of Products under this Contract (collectively,
"Intellectual Property Rights"), covering, or alleged to cover, the Products or
-----------------------------
any component thereof. The Vendor agrees that it shall pay all sums, including
without limitation, reasonable attorneys' fees and other costs incurred at
Vendor's written request or authorization, which, in defense of, by final
judgment or decree, or in settlement of any suit or claim to which the Vendor
agrees, may be assessed against, or incurred by, the Owner on account of such
infringement or violation, provided that the Owner shall cooperate in all
-------- ----
reasonable respects with the Vendor and its attorneys in the investigation,
trial and defense of such lawsuit or action and any appeal arising therefrom;
provided, however, that the Owner may, at its own cost, participate in the
investigation, trial and defense of such lawsuit or action and any appeal
arising therefrom. The parties shall cooperate with each other in any
notifications to insurers. If a claim for Losses (a "Claim") is to be made by a
-----
party entitled to indemnification hereunder against the Vendor, the party
claiming such indemnification shall give written notice (a "Claim Notice") to
------------
the Vendor as soon as practicable after the party entitled to indemnification
becomes aware of any fact, condition or event which may give rise to Losses for
which indemnification may be sought under this Agreement, provided, however, no
delay on the part of the Owner in notifying the Vendor shall relieve the Vendor
from any obligation hereunder unless (and then solely to the extent) the Vendor
is thereby materially prejudiced. If any lawsuit or enforcement action is filed
against any party entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to the Vendor as promptly as practicable (and in any
event within twenty (20) calendar days after the service of the citation or
summons). The Vendor shall be entitled, if it so elects to: (i) defend such
lawsuit or action; (ii) employ and engage attorneys of its own choice to handle
and defend the same, at the Vendor's cost, risk and expense; and (iii)
compromise or settle such Claim, which compromise or settlement shall be made
only with the written consent of the Owner (which may not be unreasonably
withheld),

unless such compromise or settlement includes an unconditional release of any
claims against the Owner in which event such written consent of the Owner shall
not be required. If the Vendor fails to assume the defense of such Claim within
twenty (20) calendar days after receipt of the Claim Notice, the Owner against
which such Claim has been asserted will (upon delivering notice to such effect
to the Vendor) have the right to undertake, at the Vendor's cost and expense,
the defense, compromise or settlement of such Claim on behalf of and for the
account and risk of the Vendor. In the event the Owner assumes the defense of
the Claim, the Owner will keep the Vendor reasonably informed of the progress of
any such defense, compromise or settlement. The Vendor shall be liable for any
settlement of any action effected pursuant to and in accordance with this
Agreement and for any final judgment (subject to any right of appeal), and the
Vendor agrees to indemnify and hold harmless the Owner from and against any
Losses by reason of such settlement or judgment.

(b) The Vendor's obligation under this subsection shall not extend to
alleged infringements or violations that arise because the Products provided by
the Vendor are used in combination with other products furnished by third
parties and where any such combination was not installed, recommended or
approved by the Vendor.

15.3 Vendor's Obligation to Cure. If in any such suit so defended,
---------------------------
all or any part of the Products or any component thereof is held to constitute
an infringement or violation of Intellectual Property Rights of others and its
use is enjoined, or if in respect of any claim of infringement or violation the
Vendor deems it advisable to do so, the Vendor shall at its sole cost, expense
and option take one or more of the following actions: (i) procure the right to
continue the use of the same without interruption for the Owner; (ii) replace
the same with non-infringing Products that meets the Specifications in
accordance with the terms of this Contract; or (iii) modify said Products, any
System or any component thereof so as to be non-infringing, provided that the
-------- ----
Products, any System or any component thereof as modified meets all of the
Specifications. In the event that the Vendor is not able to cure the
infringement pursuant to clause (i), (ii) or (iii) in the immediately preceding
sentence, in addition to the other rights and remedies provided in this Section
15, the Vendor shall refund to the Owner the full purchase price paid by the
Owner for such infringing Product or feature, and the Owner shall be under no
obligation to return to the Vendor such infringing Product or feature regardless
of whether, or by what means, the Owner, on its own or otherwise, subsequently
cures such infringement, unless Owner is directed to do so by court order.

15.4 Vendor's Obligations. The Vendor's obligations under this
--------------------
Section 15 shall not apply to any infringement or violation of Intellectual
Property Rights caused by unauthorized modification of the Products, any System
or any component thereof by the Owner, or arises from adherence to instructions
to apply Owner's trademark, trade name or other company identification to a
Product, or any infringement caused solely by the Owner's use and maintenance of
the Products other than in accordance with the Specifications, except as
authorized or permitted by the Vendor. The Owner shall indemnify the Vendor
against all liabilities and costs, including reasonable attorneys' fees, for
defense and settlement of any and all claims against the Vendor for
infringements or violations based upon this subsection.

15.5 Liability of Vendor. The Liability of Vendor with respect to
-------------------
any and all claims, actions, proceedings or suits by third parties alleging
infringement of patents, trademarks, or copyrights or violation of trade secrets
or proprietary rights because of, or in connection with, any items furnished
pursuant to this Contract shall be limited to the specific undertakings
contained in this Section 15.

SECTION 16. DELAY

16.1 Liquidated Damages. The parties agree that damages for delay
------------------
are difficult to calculate accurately and not reasonably determinable at the
time of execution of this Contract, and, therefore, agree that liquidated
damages (the "Liquidated Damages") shall be paid for non-performance or late
------------------
performance of the Vendor's obligations to achieve a Guaranteed Substantial
Completion Date for reasons not otherwise excused by Force Majeure or Owner's
failure to satisfy its obligations set out in this Contact. The parties agree
that Liquidated Damages are intended to compensate Owner for the delayed or late
performance by the Vendor and are not a penalty.

16.2 Delay and Default. In the event the Vendor fails to achieve
-----------------
(other than as permitted by this Contract) the Substantial Completion of a
System on or before the Guaranteed Substantial Completion Date for such System
or during a ten day cure period following such date, the Vendor shall pay,
weekly in arrears, for the next [*] commencing on the eleventh day after the
Guaranteed Substantial Completion Date, Liquidated Damages to the Owner in an
amount equal to [*] (pro-rated on a daily basis for periods of time less than
one week) of the total amount of all Purchase Orders relating to the System with
respect to which the Vendor has so failed, based on the number of days elapsed
after a ten day cure period following the Guaranteed Substantial Completion
Date and before the achievement of Substantial Completion; provided that in the
-------- ----
event that Substantial Completion is not achieved prior to the expiration of
such [*] period, thereafter Vendor shall pay, weekly in arrears, additional
Liquidated Damages to the Owner in an amount equal to [*] (pro-rated on a daily
basis for periods of time less than one week) of the total amount of all
Purchase Orders relating to the System with respect to which the Vendor has so
failed, based on the number of days elapsed after the [*] plus ten (10) day
cure period following the Guaranteed Substantial Completion Date and before the
achievement of Substantial Completion; provided that in no event shall the
-------- ----
amount of Liquidated Damages so paid in respect of a System exceed [*] of the
total amount of all Purchase Orders relating to the System with respect to which
the Vendor has so failed.

16.3 System Capacity Guarantee. Vendor guarantees (the "Capacity
------------------------- --------
Guarantee") embedded sector Erlang capacity according to the following table.
---------

42
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

16.4 Limitation. The foregoing provisions concerning Liquidated
----------
Damages shall not be deemed to limit the amount payable by the Vendor to the
Owner for breach of contract, except for amounts payable on account of delay as
aforesaid, provided, however that the payment of Liquidated Damages shall be
Owner's sole remedy for the delay giving rise to the Vendor's obligation to pay
the Liquidated Damages.

16.5 Early Completion Bonus. With respect to a System, Vendor shall
----------------------
be entitled to an early completion bonus from the Owner in the event that
Substantial Completion with respect to such System occurs on or prior to the
date that is [*] prior to the Guaranteed Substantial Completion Date for such
System. Such early completion bonus shall be equal to [*] (pro-rated on a daily
basis for periods of time less than one week) of the total amount of all
Purchase Orders relating to such System, based on the number of days that
Substantial Completion occurs prior the date that is [*] prior to the Guaranteed
Substantial Completion Date for such System.

SECTION 17. FORCE MAJEURE

17.1 Excusable Delay. (a) If the performance of this Contract, or
---------------
of any obligation hereunder except for the obligations set forth in Section 5 is
prevented, restricted or interfered with by reason of fires, breakdown of plant,
labor disputes, embargoes, government ordinances or

43
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

requirements, civil or military authorities, acts of God or of the public enemy,
acts or omissions of carriers, inability to obtain necessary materials or
services from suppliers, or other causes beyond the reasonable control of the
party whose performance is affected ("Force Majeure"), then the party affected,
----- -------
upon giving prompt notice to the other party, shall be excused from such
performance on a day-for-day basis to the extent of such prevention,
restriction, or interference (and the other party shall likewise be excused from
performance of its obligations on a day-for-day basis to the extent such party's
obligations relate to the performance so prevented, restricted or interfered
with); provided that the party so affected shall use reasonable efforts to avoid
-------- ----
or remove such cause of non-performance and both parties shall proceed to
perform their obligations with dispatch whenever such causes are removed or
cease.

(b) The party claiming the benefit of excusable delay hereunder
shall: (i) promptly notify the other party of the circumstances creating the
failure or delay and provide a statement of the impact of such party failure or
delay; and (ii) use reasonable efforts to avoid or remove such causes of
nonperformance, excusable failure or delay. If an event of Force Majeure
prevents the Vendor from performing its obligations under this Contract for a
period exceeding sixty (60) days, the Owner may, upon prior written notice to
the other party, terminate any affected Purchase Orders.

(c) In the event of a Force Majeure which the party claiming relief
for such event has used all best efforts to resolve in accordance with the terms
of this Contract, upon the written request of either party, the other party
shall in good faith negotiate modifications, to the extent reasonable and
necessary, in scheduling and performance criteria in order to reasonably address
the impact of such Force Majeure.

(d) In the event that a Purchase Order is terminated due to an event
of Force Majeure, the Minimum Purchase Commitment shall be reduced by an amount
equal to the terminated Purchase Order.

SECTION 18. WARRANTIES

18.1 Equipment and Services Warranty. Vendor warrants that, with
-------------------------------
respect to each System, for a period of two (2) years from the date of
Substantial Completion, provided, however that if prior to Final Acceptance a
Major Outage occurs, the two (2) year period shall be extended by the number
of days elapsed between Substantial Completion and the date the Owner signs the
Certificate of Final Acceptance (as so determined, the "Warranty Period"), all
---------------
Equipment and Services furnished under this Contract with respect to such System
will be free of Defects and Deficiencies and shall conform to the applicable
portions of the Specifications (the "Equipment and Services Warranty"),
-------------------------------
provided, however, that with respect to those Services for which a warranty is
set forth in an Exhibit, the warranty contained in the Exhibit shall supersede
the general Services warranty contained in this Section 18.1. With respect to
third-party manufactured Products which are not a part of a Core System, Vendor
shall furnish such Products only on a pass-through warranty basis; provided,
however, that Vendor shall identify such Products to Owner before acceptance of
any Purchase Order which includes any such Products. The terms of the warranty
applicable to such Products shall be provided in an addendum to the Purchase
Order. Except as noted in the B

Exhibits, all Products referenced in the B Exhibits qualify as Vendor-warranted
Products. The Vendor's obligations with respect to the Equipment and Services
Warranty shall be to attempt first to repair or replace at no additional cost,
any defective Equipment or correct any deficient Services. If, after using its
best efforts to repair or replace such Product and after consultation with and
with the consent of Owner, which consent shall not be unreasonably withheld,
Vendor determines that it is unable to repair, replace or otherwise correct such
defect, Vendor shall provide a credit or refund based on the original purchase
price, and installation charges if installed by Vendor. If, as a result of the
Defect and Deficiency, the Product fails to operate in accordance with the
Specifications which causes the System to fail to materially operate in
accordance with its Specifications, a refund shall be paid to the Owner on
account of the purchase price for the total System, less a pro-rata discount
calculated with regard to the period of time during the Warranty Period that
Owner operated the System in In Revenue Service. For purposes of calculating
such pro rata discount, the period of time the Owner would have been able to
operate the System within In Revenue Service shall be: (i) ten (10) years from
Substantial Completion for the AXE switch; and (ii) seven (7) years from
Substantial Completion for all other Products. In the event that Vendor pays a
refund hereunder, Owner shall return such Products to Vendor at Vendor's sole
cost and expense. The Warranty Period for all Equipment or Services repaired,
replaced or corrected under the Equipment and Services Warranty shall be the
longer of: (i) one (1) year from the date of delivery of the repaired or
replacement Equipment or from the completion of the corrected Services, as
applicable; or (ii) or the unexpired term of the Warranty Period. The Warranty
Period for Equipment purchased as spares shall be two (2) years from
installation of such Equipment.

For those Products not readily returnable by Owner, or where Owner cannot
remove and reinstall the Products without incurring significant time and
expense, and where Vendor elects to repair or replace the Product, Vendor shall
repair or replace the Product at Owner's Site. In the event Vendor does the
repair work at Owner's site, Vendor shall be responsible for replacement of
cable and wire Products, and for reasonable Site restoration. If Vendor has
elected to repair or replace a defective Product, and the Product is readily
returnable by Owner without incurring significant work or expense, Owner is
responsible for removing and reinstalling the Products. Products returned for
repair or replacement will be accepted by Vendor only in accordance with its
instructions and procedures for such returns. The transportation expense
associated with returning such Product to Vendor shall be borne by Owner.
Vendor shall pay the cost of transportation of the repaired or replacing Product
to the return destination designated by Owner. Defective or nonconforming
Products or parts which are replaced hereunder shall become Vendor's property.
Vendor may use either the same or functionally equivalent new, remanufactured,
reconditioned or refurbished Products or parts in the furnishing of repairs or
replacements under this Contract, provided that such Products satisfy the
-------- ----
Specifications.

18.2 Expansions Warranty. Vendor warrants that, with respect to
-------------------
Products and Services constituting Expansions (including Expansions to a System,
or Expansions or growth not part of a System, and all other purchased Products)
furnished under this Contract will be free of Defects and Deficiencies and shall
conform the applicable portions of the Specifications (the "Expansions
----------
Warranty"). The warranty period with respect to such Products and Services
shall be two (2) years from the date of installation completion or completion
of Services, as the case may be (the "Expansions Warranty Period"). With
--------------------------
respect to third-party manufactured Products which are not a part of a Core
System, Vendor shall furnish such Products only on a pass-through warranty

basis; provided, however, that Vendor shall identify such Products to Owner
before acceptance of any Purchase Order which includes any such Products. The
terms of the warranty applicable to such Products shall be provided in an
addendum to the Purchase Order. Except as noted in the B Exhibits, all Products
referenced in the B Exhibits qualify as Vendor-warranted Products. The Vendor's
obligations with respect to the Expansions Warranty shall be to attempt first to
repair or replace at no additional cost, any defective Equipment or correct any
deficient Services. If, after using its best efforts to repair or replace such
Product and after consultation with and with the consent of Owner, which consent
shall not be unreasonably withheld, Vendor determines that it is unable to
repair, replace or otherwise correct such defect, Vendor shall provide a credit
or refund based on the original purchase price, and installation charges if
installed by Vendor. The warranty period for all Equipment or Services
repaired, replaced or corrected under the Expansions Warranty shall be the
longer of: (i) one (1) year from the date of delivery of the repaired or
replacement Equipment or from the completion of the corrected Services, as
applicable; or (ii) the unexpired term of the Expansions Warranty Period. The
Warranty Period for Equipment purchased as spares shall be two (2) years from
installation of such Equipment.

18.3 Software Warranty. Vendor warrants that, with respect to each
-----------------
System for the Warranty Period, all Software will be free of Defects and
Deficiencies and shall conform to the applicable portions of the Specifications
(the "Software Warranty"). The Vendor's obligations with respect to the
-----------------
Software Warranty shall be to attempt first to repair or replace at no
additional cost, any defective Software. If, after using its best efforts to
repair or replace such Software and after consultation with and with the consent
of Owner, which consent shall not be unreasonably withheld, Vendor determines
that it is unable to repair, replace or otherwise correct such defect, Vendor
shall provide a credit or refund based on the original purchase price, and
installation charges if installed by Vendor. If, as a result of the Defect and
Deficiency, the Software fails to operate in accordance with the Specifications
which causes the System to fail to materially operate in accordance with its
Specifications, a refund shall be paid to Owner on account of the purchase price
for the total System, less a pro rata discount calculated with regard to the
period of time during the Warranty Period that Owner operated the System in In
Revenue Service. For purposes of calculating such pro rata discount, the period
of time the Owner would have been able to operate the System In Revenue

Service shall be: (i) ten (10) years from Substantial Completion for the AXE
switch; and (ii) seven (7) years from Substantial Completion for all other
Products. In the event that Vendor pays a refund hereunder, Owner shall return
such Products to Vendor. The warranty period for all Software so corrected or
replaced under the Software Warranty shall be the longer of: (i) one (1) year
from the date of delivery of the repaired or replacement Software; or (ii) or
the unexpired term of the Warranty Period. Vendor shall be solely responsible
for all costs and expenses incurred by Owner or Vendor in connection with the
de-installation, removal and transportation of defective Software under the
Software Warranty and for the transportation and installation of repaired,
corrected or replacement Software, including without limitation any additional
or upgraded Equipment or processing capability necessary to run or operate such
repaired, corrected or replacement Software. The Warranty Period with respect to
Software Maintenance Releases, Software Upgrades, Software Enhancements and
Software Combined Releases shall be two (2) years from the successful
installation of such Software Maintenance Releases, Software Upgrades, Software
Combined Releases and Software Enhancements.

18.4 Reserved.

18.5 Reserved.

18.6 Warranty Claim Procedures. (a) If the Owner claims a breach of
-------------------------
any warranty, it shall notify the Vendor of the claimed breach within a
reasonable time after its determination that a breach has occurred. The Owner
shall allow the Vendor to inspect the Equipment, Software, Services, or the
System, as the case may be, on-site in order to effect the necessary repairs.

(b) The Vendor shall respond to such warranty claims for warranty
Services in accordance with the procedures outlined in Exhibit N.

18.7 Technical Assistance. The Vendor shall maintain a technical
--------------------
assistance center and shall have technical support available to the Owner in
accordance with the requirements set forth in Exhibit N.

18.8 Scope of Warranties. Unless otherwise stated herein, the
-------------------
Warranties shall not apply to:

18.8.1 or nonconformities to the extent resulting from the
following, if not consistent with applicable Specifications: unauthorized Owner
modifications, misuse, neglect, accident, abuse, improper wiring, repairing,
splicing, alteration, installation, storage or maintenance failure of Owner to
apply previously applicable Vendor modifications or corrections; or

18.8.2 any Equipment, Services or Software damaged by accident
or disaster, including without limitation, fire, flood, wind, water, lightning
or power failure other than to the extent that any such Equipment, Services or
Software should in accordance with the Specifications be able to withstand any
such events; or

18.8.3 non-integral items normally consumed in operation or
which has a normal life inherently shorter than the Warranty Periods (e.g.,
----
fuses, lamps, magnetic tape); or

18.8.4 damages or defects resulting directly from third party
equipment, provided that this shall in no event limit the Vendor's obligations
-------- ----
as to interoperability pursuant to the terms of this Contract; or

18.8.5 Equipment which have had their serial numbers or months
and year of manufacture removed or obliterated by the Owner; or

18.8.6 failures or deficiencies in BTS performance or System
optimization resulting solely from changed environmental conditions or
unauthorized changes to the System by Owner, or changes not consented to by
Owner including but not limited to the growth of trees and other foliage, the
erection of buildings, and interference from third party radio transmissions not
otherwise engineered for by the Vendor;

except when any such damage or defects are made, done or caused by the Vendor or
any of its Subcontractors, their respective agents and employees.

18.9 Third Party Warranties. If the Vendor purchases or subcontracts
----------------------
for the manufacture of any part of a System or the performance of any of the
Services to be provided hereunder from a third party, the warranties given to
the Vendor by such third party shall inure, to the extent assigned to the Owner
pursuant to this Section 18 or permitted by law, to the benefit of the Owner,
and the Owner shall have the right, at its sole discretion, to enforce such
warranties directly and/or through the Vendor. The warranties of such third
parties shall be in addition to and shall not, unless otherwise expressly stated
herein, be in lieu of any warranties given by the Vendor under this Contract.

18.10 Additional Sites. In the event that under the remedy
----------------
provisions of this Section 18 the Vendor is required to provide additional MSC
and/or BTSs requiring additional Sites, the Owner shall be responsible for all
Site Acquisition.

18.11 EXCLUSIVE REMEDIES. THE FOREGOING EQUIPMENT, SERVICES,
------------------
SOFTWARE AND EXPANSIONS WARRANTIES AND REMEDIES ARE EXCLUSIVE FOR THE PURPOSES
OF ANY BREACH BY THE VENDOR OF ANY SUCH WARRANTY 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.

SECTION 19. INSURANCE

19.1 Insurance. The Vendor shall maintain insurance in accordance
---------
with the provisions set forth in Exhibit Q.

SECTION 20. INDEMNIFICATION AND LIMITATION OF LIABILITY

20.1 Indemnity. Vendor agrees to indemnify, defend and hold harmless
---------
Owner and its affiliates and their respective directors, officers, employees,
agents, successors and assigns, from Losses and threatened Losses arising from,
in connection with, or based on allegations of, any of the following:

(a) Vendor's failure to observe or perform any duties or obligations
to Subcontractors or any third parties within the reasonable
contemplation of this Contract;

(b) the death or bodily injury of any agent, employee, customer,
business invitee or any other person caused by the tortious
conduct (including without limitation negligence, willful
misconduct or breach of warranty) or strict liability of Vendor,
any Subcontractor or its or their respective employees,
contractors, agents or representatives;

(c) the damage, loss or destruction of any real or tangible personal
property caused by the tortious conduct (including without
limitation negligence, willful misconduct or breach of warranty)
or strict liability of Vendor, any Subcontractor or its or their
respective employees, contractors, agents or representatives; or

(d) any claim, demand, charge, action, cause of action or other
proceeding asserted against Owner but arising out of or resulting
from an act or omission of Vendor, any Subcontractor or its or
their respective employees, contractors, agents or
representatives in its or their respective capacities as an
employer.

20.2 Claim for Losses. If a Claim is to be made by a party entitled
----------------
to indemnification hereunder against the Vendor, the party claiming such
indemnification shall give a Claim Notice to the Vendor as soon as practicable
after the party entitled to indemnification becomes aware of any fact, condition
or event which may give rise to Losses for which indemnification may be sought
under this Agreement, provided, however, no delay on the part of the Owner in
notifying the Vendor shall relieve the Vendor from any obligation hereunder
unless (and then solely to the extent) the Vendor is thereby materially
prejudiced. If any lawsuit or enforcement action is filed against any party
entitled to the benefit of indemnity hereunder, written notice thereof shall be
given to the Vendor as promptly as practicable (and in any event within twenty
(20) calendar days after the service of the citation or summons). The Vendor
shall be entitled, if it so elects to: (i) defend such lawsuit or action; (ii)
employ and engage attorneys of its own choice to handle and defend the same, at
the Vendor's cost, risk and expense; and (iii) compromise or settle such Claim,
which compromise or settlement shall be made only with the written consent of
the Owner (which may not be unreasonably withheld), unless such compromise or
settlement includes an unconditional release of any claims against the Owner in
which event such written consent of the Owner shall not be required. If the
Vendor fails to

assume the defense of such Claim within twenty (20) calendar days after receipt
of the Claim Notice, the Owner against which such Claim has been asserted will
(upon delivering notice to such effect to the Vendor) have the right to
undertake, at the Vendor's cost and expense, the defense, compromise or
settlement of such Claim on behalf of and for the account and risk of the
Vendor. In the event the Owner assumes the defense of the Claim, the Owner will
keep the Vendor reasonably informed of the progress of any such defense,
compromise or settlement. The Vendor shall be liable for any settlement of any
action effected pursuant to and in accordance with this Agreement and for any
final judgment (subject to any right of appeal), and the Vendor agrees to
indemnify and hold harmless the Owner from and against any Losses by reason of
such settlement or judgment.

20.3 Limitation Of Liability. THE ENTIRE LIABILITY OF VENDOR FOR ANY
-----------------------
CLAIM, LOSS, DAMAGE OR EXPENSE OF OWNER OR ANY OTHER ENTITY ARISING OUT OF THIS
CONTRACT, OR THE USE OR PERFORMANCE OF ANY PRODUCT OR SERVICE, WHETHER IN AN
ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE,
INDEMNITY OR STRICT LIABILITY, SHALL BE EXPRESSLY SET FORTH HEREIN AND AS
FOLLOWS:

1. FOR INFRINGEMENT, THE REMEDIES SET FORTH IN SECTION 15;

2. FOR THE NON-PERFORMANCE OF PRODUCTS OR SERVICES DURING THE WARRANTY
PERIOD, THE REMEDIES SET FORTH IN THE APPLICABLE CLAUSE OF SECTION 18;

3. FOR DELAYS ATTRIBUTABLE TO FAILURE TO ACHIEVE A GUARANTEED SUBSTANTIAL
COMPLETION DATE OR FAILURE TO SATISFY THE CAPACITY GUARANTEE, THE
AGGREGATE OF THE DAMAGES WITH RESPECT TO THE FOREGOING SHALL NOT
EXCEED AN AMOUNT EQUAL TO [*] OF THE AGGREGATE AMOUNTS OF ALL PURCHASE
ORDERS WITH RESPECT TO ALL SYSTEMS, PROVIDED THAT FOR PURPOSES OF
-------- ----
QUANTIFYING THE DAMAGES FOR A FAILURE TO SATISFY THE CAPACITY
GUARANTEE, THE ADDITIONAL EQUIPMENT FURNISHED BY THE VENDOR AT NO
CHARGE TO THE OWNER SHALL BE VALUED AT THE PURCHASE PRICES FOR SUCH
EQUIPMENT SET FORTH IN THIS CONTRACT AND, AS SO VALUED, SHALL BE
DEEMED TO BE DAMAGES FOR PURPOSES OF THIS SUBSECTION AND;

4. EXCEPT AS PROVIDED IN PARAGRAPH 5 BELOW, FOR EVERYTHING OTHER THAN AS
SET FORTH ABOVE, VENDOR'S TOTAL LIABILITY TO THE OWNER, WHETHER IN
CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND
STRICT LIABILITY) SHALL BE LIMITED TO AN AMOUNT EQUAL TO [*] OF THE
AGGREGATE AMOUNT OF ALL PURCHASE ORDERS ISSUED UNDER THIS CONTRACT.

50
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

5. THE LIMITATION SET FORTH IN PARAGRAPH 4 ABOVE SHALL NOT APPLY WITH
RESPECT TO: (i) CLAIMS OF BREACH OF CONFIDENTIALITY; (ii) CLAIMS
SUBJECT TO INDEMNIFICATION PURSUANT TO SUBSECTION 20.1 ABOVE OR PATENT
INFRINGEMENT PROVISIONS OF THIS CONTRACT; OR (iii) FAILURE TO COMPLY
WITH APPLICABLE LAWS.

6. NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, NEITHER PARTY,
NOR THEIR AFFILIATES, NOR THEIR EMPLOYEES, DIRECTORS, OFFICERS AND
SUPPLIERS SHALL BE LIABLE FOR THE OTHER PARTY'S INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING
OUT OF THIS CONTRACT OR THE USE OR PERFORMANCE OF ANY PRODUCTS OR
SERVICES OR, EXCEPT AS SET FORTH ABOVE, FOR DAMAGES IN EXCESS OF THE
AGGREGATE AMOUNT OF ALL PAYMENTS MADE TO THE VENDOR HEREUNDER. THIS
CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY.

SECTION 21. REPRESENTATIONS AND WARRANTIES

21.1 Representations and Warranties of the Parties. The parties
---------------------------------------------
hereby represent and warrant as follows:

21.1.1 Due Organization. Each party represents and warrants to
----------------
the other party that the representing party is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to own and operate its
business and properties and to carry on its business as such business is now
being conducted and is duly qualified to do business in all jurisdictions in
which the transaction of its business in connection with the performance of its
obligations under this Contract makes such qualification necessary or required.

21.1.2 Due Authorization; Binding Obligation. Each party
-------------------------------------
represents and warrants to the other party that the representing party has full
corporate power and authority to execute and deliver this Contract and to
perform its obligations hereunder, and the execution, delivery and performance
of this Contract by the representing party have been duly authorized by all
necessary corporate action on the part of the party; this Contract has been duly
executed and delivered by such party and is the valid and binding obligation of
the party enforceable in accordance with its terms, except as enforcement
thereof may be limited by or with respect to the following: (i) applicable
insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws
of general application relating to or affecting the rights and remedies of
creditors; (ii) application of equitable principles (whether enforcement is
sought in proceedings in equity or at law); and (iii) provided the remedy of
specific enforcement or of injunctive relief is subject to the discretion of the
court before which any proceeding therefore may be brought.

21.1.3 Non-Contravention. Each party represents and warrants to
-----------------
the other party that the execution, delivery and performance of this Contract by
the representing party and the consummation of the transactions contemplated
hereby will not contravene its certificate of incorporation or by-laws and will
not conflict with or result in: (i) a breach of or default under any material
indenture, mortgage, lease, agreement, instrument, judgment, decree, order or
ruling applicable to it or by which it or any of its properties is bound or
affected; or (ii) a breach by the representing party of any Applicable Law.

21.1.4 Regulatory Approvals. Vendor represents and warrants to
--------------------
Owner that all authorizations by, approvals or orders by, consents of, notices
to, filings with or other acts by or in respect of any Governmental Entity or
any other Person required in connection with the execution, delivery and
performance of this Contract by the Vendor have been obtained or shall be
obtained in due course.

21.1.5 Non-Infringement. Vendor represents and warrants to Owner
----------------
that to the best of Vendor's knowledge after reasonable investigation, as of the
Effective Date there are no actual claims or threatened or actual suits in
connection with patents or other Intellectual Property Rights that could
materially adversely affect it's the Vendor's ability to perform its obligations
under this Contract.

21.1.6 Requisite Knowledge. Vendor represents and warrants to
-------------------
Owner that that Vendor has all requisite knowledge, know-how, skill, expertise
and experience to satisfy its obligations in accordance with the terms of this
Contract.

21.1.7 Financial Capacity. Vendor represents and warrants to
------------------
Owner that Vendor has the financial, management and manufacturing capacity and
capabilities to satisfy its obligations in a timely manner in accordance with
the terms of this Contract.

SECTION 22. TITLE AND RISK OF LOSS

22.1 Title. Title to Equipment shall pass to the Owner upon delivery
-----
of such Equipment to the location specified in the Exhibits.

22.2 Risk of Loss. Risk of loss or damage of any Products furnished
------------
to the Owner in connection with this Contract shall pass from the Vendor to the
Owner upon the later of: (i) delivery of such Products to the Sites; or (ii) if
Vendor is responsible for Site Preparation, the date of the Site Preparation
Substantial Completion Certificate; provided that during the period a party has
-------- ----
the risk of loss or damage to an item, nothing in this section shall relieve the
other party of responsibility for loss or damage to the item resulting from the
acts or omissions of the other party, its employees, or agents.

SECTION 23. DISPUTE RESOLUTION

23.1 Dispute Resolution. In the event any controversy, claim,
------------------
dispute, difference or misunderstanding between the Owner and the Vendor arises
out of or relates to this Contract, any term or condition hereof, any of the
Work to be performed hereunder or in connection herewith, each party shall
designate managers to meet and negotiate in good faith in an attempt to amicably
resolve such controversy, claim, dispute, difference or misunderstanding in
writing. Such managers shall meet for this purpose within ten (10) Business
Days, or such other time period mutually agreed to by the parties, after written
notice from either party. If the parties are unable to resolve the controversy,
claim, dispute, difference or misunderstanding through good faith negotiations
within ten (10) Business Days after such meeting or meetings, each party shall,
within five (5) Business Days after the expiration of such ten (10) Business Day
period, prepare a written position statement which summarizes the unresolved
issues and such party's proposed resolution. Such position statement shall be
delivered by the Vendor to the Owner's Chief Executive Officer and by the Owner
to the Vendor's corresponding officer or representative for resolution within
five (5) Business Days, or such other time period mutually agreed to by the
parties.

23.2 Tolling. All applicable statutes of limitation shall be tolled
-------
to the extent permitted by Applicable Law while the dispute resolution
procedures specified in this Section are pending, and nothing herein shall be
deemed to bar any party from taking such action as the party may reasonably deem
to be required to effectuate such tolling.

SECTION 24. TERMINATION AND EVENTS OF DEFAULT

24.1 Termination Without Cause. Notwithstanding anything in this
-------------------------
Contract to the contrary, Owner, at anytime, for any reason or for no reason,
may terminate this Contract without notice and without further liability if, at
the time of such termination, the aggregate payments previously made, by or on
behalf of the Owner, to Vendor under this Contract is equal to or greater than
the Minimum Purchase Commitment. Any Purchase Orders issued prior to any such
termination above shall remain in effect and shall be fulfilled to the extent
that such orders are outstanding as of the date of such termination.

24.2 Termination for Cause. The Owner shall have the right to
---------------------
terminate this Contract in its entirety (except as otherwise set forth in clause
(g) below) without any penalty or payment obligation, except as provided in
subsection 24.5 below, upon the occurrence of any of the events of default (each
a "Vendor Event of Default") as set forth below:
-----------------------

(a) the Vendor (i) files a voluntary petition in bankruptcy or has an
involuntary petition in bankruptcy filed against it that is not dismissed within
sixty (60) days of such involuntary filing; (ii) admits the material allegations
of any petition in bankruptcy filed against it; (iii) is adjudged bankrupt; (iv)
is unable generally to pay its debts as they mature; (v) makes a general
assignment for the benefit of its creditors, or if a receiver is appointed for
all or a substantial portion of its assets and is not discharged within sixty
(60) days after his appointment; or (vi) the Vendor commences any proceeding for
relief from its creditors in any court under any state insolvency statutes; or

(b) the Vendor disregards or violates any Applicable Laws or
Applicable Permits which has a material adverse effect on the business,
financial condition or operations of Owner or on any of its Systems ("Material
--------
Adverse Effect"); or
--------------

(d) the Vendor fails to fulfill its obligations with respect to the
satisfaction, discharge or bonding of liens as set forth herein; or

(e) the Vendor abandons or ceases for a period in excess of thirty
(30) days its performance of the Work (except as a result of Force Majeure or a
casualty which is fully covered by insurance or as to which other provisions
reasonably acceptable to the Owner are being diligently pursued); or

(f) the Vendor assigns or subcontracts Work other than as provided
for in this Contract which has a Material Adverse Effect; or

(g) the Vendor misses the Guaranteed Substantial Completion Date for
any given System by a period in excess of one hundred-fifty (150) days; provided
--------
that in such case the Owner shall have the right, but not the obligation, to
----
terminate this Contract with respect to only that System in which such delay
occurred; and provided further that such failure to achieve such date was not
caused by: (i) a Force Majeure event; and/or (ii) any act or omission of the
Owner; or

(h) if an event of Force Majeure prevents the Vendor from performing
its obligations under this Contract for a period exceeding sixty (60) days, the
Owner may, upon prior written notice to the Vendor, terminate this Contract in
accordance with the Force Majeure provisions above; or

(i) the Vendor otherwise materially breaches any provision of this
Contract.

24.3 Remedies. (a) If any of the Vendor Events of Default exists,
--------
the Owner may, in addition to and without prejudice to any other rights or
remedies of the Owner in this Contract or at law or in equity, terminate this
Contract upon written notice to the Vendor; provided, however, that the Owner
-------- -------
shall have first provided to the Vendor the following periods of notice and
opportunity to cure:

(i) in the case of a Vendor Event of Default specified in the
foregoing clauses (a) or (b), no notice or opportunity to cure shall be
required from the Owner; and

(ii) in the case of any other Vendor Event of Default, the
Owner shall have provided thirty (30) days prior written notice, and the
Vendor shall have failed to: (i) commence to cure the default within five
(5) Business Days of delivery of such notice; and (ii) diligently pursue
such cure and remedy the breach entirely.

(b) If the Owner elects to terminate this Contract, the Owner may, in
addition to and without prejudice to any other rights or remedies of the Owner
in this Contract or of law or in equity, do one or more of the following:

(i) require Vendor, at no additional charge to Owner, to
complete or assist others with the completion of all ordered but unfinished
Work, including the sharing with Owner and others all relevant engineering
and design data, procurement data, manufacturing data, construction and
erection data, start-up and testing data, materials, and Products that
shall become part of such unfinished System and/or the specified Systems,
which Vendor would otherwise have been required to deliver to Owner
pursuant to the terms of this Contract but for the breach, under reasonably
appropriate non-disclosure agreements; or

(ii) direct that the Vendor assign its Subcontractor agreements
to the Owner without any change of price or conditions therein or penalty
or payment therefor.

(c) In the event of any termination of this Contract by Owner in
connection with a Vendor Event of Default, Owner shall have no liability for any
failure to satisfy the Minimum Purchase Commitment prior to such termination.

24.4 Discontinuance of Work. Upon such notification of termination,
----------------------
the Vendor shall immediately discontinue all of the Work (unless such notice of
termination directs otherwise), and, as more fully set forth in subsection
24.3(b), deliver to the Owner copies of all data, drawings, specifications,
reports, estimates, summaries, and such other information, and materials as may
have been accumulated by the Vendor in performing the Work, whether completed or
in process, which Vendor would otherwise have been required to deliver to Owner
pursuant to this Contract but for the breach. Furthermore, the Vendor shall
assign, assemble and deliver to the Owner all purchase orders and Subcontractor
agreements requested by the Owner.

24.5 Payments. If the Owner terminates this Contract pursuant to
--------
subsection 24.2, the Vendor shall not be entitled to receive further payment
other than payments due and payable under this Contract and not subject to
dispute prior to such termination (provided that any such disputed amounts shall
-------- ----
be paid by the Owner when and if such dispute is in fact resolved).
Notwithstanding anything herein to the contrary, the Owner may withhold
payments, if any, to the Vendor for the purposes of offset of amounts owed to
the Owner pursuant to the terms of this Contract until such time as the exact
amount of damages due the Owner from the Vendor is fully determined by a court
of competent jurisdiction.

24.6 Continuing Obligations. Termination of this Contract for any
----------------------
reason (i) shall not relieve either party of its obligations with respect to the
confidentiality of the Proprietary Information as set forth in subsection 26.18;
(ii) shall not relieve either party of any obligation which applies to it and
which expressly or by implication survives termination; and (iii) except as
otherwise provided in any provision of this Contract expressly limiting the
liability of either party, shall not relieve either party of any obligations or
liabilities for loss or damage to the other party arising out of or caused by
acts or omissions of such party prior to the effectiveness of such

termination or arising out of its obligations as to portions of the Work already
performed or of obligations assumed by the Vendor prior to the date of such
termination.

24.7 Vendor's Right to Terminate. The Vendor shall have the option
---------------------------
to terminate this Contract without any penalty or payment obligations, other
than undisputed payment obligations outstanding as of the date of any such
termination pursuant to the terms of this Contract if:

(a) the Owner (i) files a voluntary petition in bankruptcy or has an
involuntary petition in bankruptcy filed against it that is not dismissed within
sixty (60) days of such involuntary filing: (ii) admits the material
allegations of any petition in bankruptcy filed against it; (iii) is adjudged
bankrupt; (iv) makes a general assignment for the benefit of its creditors, or
if a receiver is appointed for all or a substantial portion of its assets and is
not discharged within sixty (60) days after his appointment; or (v) commences
any proceeding for relief from its creditors in any court under any state
insolvency statutes, and any such filing, proceeding, adjudication or assignment
as described herein above shall otherwise materially impair the Owner's ability
to perform its obligations under this Contract; or

(b) the Owner fails to make payments of undisputed amounts due to the
Vendor pursuant to the terms of this Contract which are more than sixty (60)
days overdue, provided that such failure has continued for at least thirty (30)
-------- ----
days after the Vendor has notified the Owner of its right and intent to so
terminate on account of such overdue amount; and provided, further, that such
failure to make undisputed payments to Vendor shall not arise out of or relate
to a termination of or credit restrictions under the Vendor Financing, or

(c) the Owner materially breaches any provision of this Contract
other than a breach to which subsection 24.7(b) is applicable, and after the
Vendor having provided thirty (30) days' prior written notice, the Owner shall
have failed to: (i) commence to cure the default within five (5) Business Days
of delivery of such notice; and (ii) diligently pursue such cure and remedy the
breach entirely.

24.8 Special Termination Events. (a) Anytime prior to eighteen (18)
--------------------------
months before termination or expiration of the Availability Period, Vendor, at
its option, may unilaterally extend the Availability Period. Availability
Period is defined in the documentation of the Vendor Financing.

(b) [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

(c) If at any time after the Effective Date any material change shall
have occurred in any Applicable Law or in the interpretation thereof by any
Governmental Entity, or there shall be rendered any decision in any judicial or
administrative case or proceeding, in either case which, in the reasonable
opinion of the Owner would make the Owner's use of any part of any System
illegal or would subject the Owner or any of its Affiliates to any material
penalty, other material liability or onerous condition or to any burdensome
regulation by any Governmental Entity or otherwise render the use of such System
economically nonviable, then, with respect to such System, or affected part
thereof, or with respect to all Systems if so affected, the Owner may terminate
this Contract without charge or penalty of any kind; provided that (i) the Owner
-------- ----
gives the Vendor prior written notice of any such change or decision and (ii)
that the Owner uses its reasonable efforts for a reasonable time to reverse or
ameliorate such change or decision to the extent possible or practical prior to
declaring such termination. In the event of a termination pursuant to this
subsection, payment obligations incurred by the Owner for Work actually done or
Products or Services actually delivered by the Vendor prior to such termination
pursuant to this Contract shall be payable by the Owner to the Vendor on the
same terms and subject to the limitations set forth in subsection 24.8(a) above.

SECTION 25. SUSPENSION

25.1 Owner's Right to Suspend Work. The Owner may at any time issue
-----------------------------
a Change Order to the Vendor to suspend all or any part of the Work for such
period of time as the Owner may reasonably determine to be appropriate. Any
such Change Order shall be handled in accordance with the provisions of Section
11 hereof.

SECTION 26. MISCELLANEOUS

26.1 Amendments. The terms and conditions of this Contract may only
----------
be amended by mutually agreed contract amendments. Each amendment shall be in
writing and shall identify the provisions to be changed and the changes to be
made. Contract amendments shall be signed by duly authorized representatives of
each of the Vendor and the Owner.

26.2 Owner Liabilities. Vendor understands and agrees that no third
-----------------
party shall guarantee or otherwise be in any way liable with respect to any
obligations or liabilities of the Owner or any of its affiliates pursuant to
this Contract.

26.3 Offset. The Vendor hereby waives any right of offset of amounts
------
owed by the Owner to the Vendor pursuant to the terms of this Contract.

26.4 Assignment. The Owner may assign this Contract, or any part
----------
hereof, to any Affiliate of Owner without the Vendor's approval or consent.
Subject to the foregoing and except as otherwise permitted herein, neither this
Contract nor any portion hereof may be assigned by either party without the
express prior written consent of the other party. The Owner may, without

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

the consent of the Vendor, collaterally assign its rights hereunder (including
but not limited to all licenses with respect to the Software) to any or all
parties providing financing for any part of a System for the benefit of the
Vendor and one or more other entities providing financing for any part of a
System or similar arrangement for the benefit of the Vendor and one or more
other entities providing for the financing for any part of a System, in either
case, which arrangement, as the case may be, is reasonably acceptable to the
Vendor in accordance with the terms of the financing documents. If requested by
the Owner, the Vendor shall within seven (7) calendar days of such request
provide a written consent to any such assignment; provided that such consent
-------- ----
shall permit reassignment if the financing parties exercise their remedies under
the documents for such financing subject to reasonable standards as to: (i) the
creditworthiness of the assignee; and (ii) the fact that the assignee is not at
such time a direct competitor of the Vendor involved in the manufacture of
communications equipment, software or related services. The foregoing rights
and obligations are in addition to those set forth elsewhere in this Contract.
Any attempted assignment in violation of the terms of this Contract shall be
null and void. Subject to the foregoing, this Contract shall bind and inure to
the benefit of the parties to this Contract, their successors and permitted
assigns. Notwithstanding the foregoing, Vendor shall have the right to assign
this Contract to its affiliate, Ericsson Inc.; provided however, such assignment
shall not relieve Vendor of its obligations hereunder or cause Owner to incur
any additional costs or expenses.

26.5 Notices. Except as otherwise expressly stated herein, all
-------
notices, requests, demands and other communications which are required or may be
given under this Contract shall be in writing and shall be deemed to have been
duly given when received if personally delivered; when transmitted if
transmitted by telecopy, electronic or digital transmission method; the day
after it is sent, if sent for next day delivery to a domestic address by
recognized overnight delivery service; and three (3) days after sending, if sent
by certified or registered mail, postage prepaid, return receipt requested. All
notices shall be addressed as follows:

If to the Owner:

CRICKET COMMUNICATIONS, INC.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer

With a copy to:
Sr. Vice President, General Counsel
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

If to the Vendor:

Ericsson Wireless Communications Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

With a copy to:
Vice President, General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

By written notice provided pursuant to this subsection, either party may change
its designated addressee for purposes of giving notices under this Contract.

26.6 Governing Law. This Contract is governed by the laws of the
-------------
State of California, without regard to principles of conflict of laws. This
Contract shall be deemed to be made and executed in the State of California.

26.7 Remedies. Subject only to the limitations on liability
--------
contained in subsection 20.3, each party shall be entitled to pursue any and all
rights and remedies that are available at law or in equity.

26.8 Consent to Jurisdiction. Each party to this Contract, by its
-----------------------
execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction
of the United States District Court located in the Southern District of
California or the state courts of the State of California located in San Diego,
California for the purpose of any action, claim, cause of action or suit (in
contract, tort or otherwise), inquiry, proceeding or investigation arising out
of or based upon this Contract or relating to the subject matter hereof; (ii)
hereby waives, to the extent not prohibited by applicable law, and agrees not to
assert, by way of motion, as a defense or otherwise, in any such action, any
claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution,
that-any such proceeding brought in one of the above-named courts is improper,
or that this Contract or the subject matter hereof may not be enforced in or by
such court; and (iii) hereby agrees not to commence any action, claim, cause of
action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation arising out of or based upon this Contract or relating to the
subject matter hereof other than before one of the above-named courts nor to
make any motion or take any other action seeking or intending to cause the
transfer or removal of any such action, claim, cause of action or suit (in
contract, tort or otherwise), inquiry, proceeding or investigation to any court
other than one of the above-named courts whether on the grounds of inconvenient
forum or otherwise. Each party hereby consents to service of process in any
such proceeding in any manner permitted by California law, and agrees that
service of process by registered or certified mail, return receipt requested, at
its address specified herein.

26.9 Compliance with Law. The Owner and the Vendor shall comply with
-------------------
all Applicable Laws in the performance of this Contract, including, without
limitation, the laws and regulations of the United States Department of
Commerce, State Department and the Federal Communications Commission and any
other applicable agency or department.

26.10 Headings. The headings given to the Sections and subsections
--------
herein are inserted only for convenience and are in no way to be construed as
part of this Contract or as a limitation of the scope of the particular Section
or subsection to which the title refers.

26.11 Severability. Whenever possible, each provision of this
------------
Contract shall be interpreted in such a manner as to be effective and valid
under such applicable law, but, if any provision of this Contract shall be held
to be prohibited or invalid in any jurisdiction, the remaining provisions of
this Contract shall remain in full force and effect and such prohibited or
invalid provision shall remain in effect in any jurisdiction in which it is not
prohibited or invalid.

26.12 Waiver. Unless otherwise specifically provided by the terms of
------
this Contract, no delay or failure to exercise a right resulting from any breach
of this Contract shall impair such right or shall be construed to be a waiver
thereof, but such right may be exercised from time to time as may be deemed
expedient. If any representation, warranty or covenant contained in this
Contract is breached by either party and thereafter waived by the other party,
such waiver shall be limited to the particular breach so waived and not be
deemed to waive any other breach under this Contract.

26.13 Public Statements and Advertising. (a) Neither party shall
---------------------------------
issue any public statement (or any private statement unless required in the
performance of the Work) relating to or in any way disclosing any aspect of the
Work or any System including the scope, the specific terms of this Contract,
extent or value of the Work or any System. Express written consent of the other
party is required prior to the invitation of or permission to any reporter or
journalist to enter upon the System or any part thereof. The Vendor agrees not
to use for publicity purposes any photographs, drawings and/or materials
describing any System without obtaining the prior written consent of the Owner,
which consent shall not be unreasonably withheld. The Owner agrees not to use
for publicity purposes any photographs, drawings and/or materials describing the
Vendor's products and services without obtaining the prior written consent of
the Vendor, which consent shall not be unreasonably withheld. This subsection
shall not prohibit the provision of necessary information to prospective
Subcontractors and the Vendor's or the Owner's personnel, agents or consultants
or other disclosures which are required by Applicable Law, including without
limitation federal and state securities laws and regulations. All other such
public disclosures by a party require the written consent of the other party.

(b) Each party shall submit to the other proposed copies of all
advertising (other than public statements or press releases) wherein the name,
trademark or service ▇▇▇▇ of the other party or its affiliates is mentioned; and
neither party shall publish or use such advertising without the other party's
prior written approval. Such approval shall be granted as promptly as possible
and shall not be unreasonably withheld. The parties acknowledge that the
obtaining of prior written approval for each such use pursuant to this
subsection may be an administrative burden. At the request of either party, the
Owner and the Vendor shall establish mutually acceptable guidelines for

the uses specified therein. Such guidelines shall be subject to change from time
to time at the reasonable request of either party.

26.14 Records and Communications. Procedures for keeping and
--------------------------
distributing orderly and complete records of the Work and its progress are
stated in the Exhibits. The procedures so established shall be followed
throughout the course of the Work unless the Owner and the Vendor mutually agree
in advance in writing to revise the procedures. Procedures for communications
among the Owner and the Vendor are stated in the Exhibits. The procedures so
established shall be followed throughout the course of the Work unless the Owner
and the Vendor mutually agree in advance and in writing to revise such
procedure.

26.15 Ownership of Specifications. The Specifications shall
---------------------------
constitute the Proprietary Information of each party to the extent of each
party's contribution to the Specifications. Neither party shall use those parts
of the Specifications contributed by the other party or any part of the
Proprietary Information of the other party for any purpose other than fulfilling
or exercising their respective rights or obligations under this Agreement.

26.16 Financing Requirements. The Vendor acknowledges that the
----------------------
attainment of financing for construction of the System may be subject to
conditions that are customary and appropriate for the providers of such
financing. Therefore, the Vendor agrees to promptly consider any reasonable
amendment to or modification or assignment of this Contract required by such
providers (including, without limitation, any pertinent industrial development
authority or other similar governmental agency issuing bonds for financing of
the System) which do not materially modify the scope of the Vendor's Work in
order to obtain such financing. In the event that any such amendment or
modification materially increases the Vendor's risk or costs hereunder, the
Owner and the Vendor shall negotiate in good faith to adjust pricing matters,
and to equitably adjust such other provisions of this Contract, if any, which
may be affected thereby, to the extent necessary to reflect such increased risk
or costs. In no event shall the Vendor be required to accept any modification
or amendment pursuant to this subsection provide it has a commercially
reasonable basis for such refusal.

26.17 Owner Review, Comment and Approval. To the extent that various
----------------------------------
provisions of this Contract provide for the Owner's review, comment, inspection,
evaluation, recommendation or approval, the Owner may at its option do so in
conjunction and/or consultation with the Vendor. To the extent that this
Contract requires the Owner to submit, furnish, provide or deliver to the Vendor
any report, notice, Change Order, request or other items, the Owner may at its
option and upon written notice to the Vendor designate a representative to
submit, furnish, provide or deliver such items as the Owner's agent therefor.
To the extent that various provisions of this Contract provide that the Owner
may order, direct or make requests with respect to performance of the Work or is
provided access to the System sites or any other site, the Owner may at its
option and upon written notice to the Vendor authorize a representative to act
as the Owner's agent therefor. Upon receipt of such notice, the Vendor shall be
entitled to rely upon such authorization until a superseding written notice from
the Owner is received by the Vendor.

26.18 Confidentiality. (a) All information which is identified as
---------------
proprietary or confidential by the disclosing party, including without
limitation all oral and written information

(including but not limited to determinations or reports by arbitrators pursuant
to the terms of this Contract), disclosed to the other party is deemed to be
confidential, restricted and proprietary to the disclosing party (hereinafter
referred to as "Proprietary Information"). Each party agrees to use
----------- -----------
the Proprietary Information receive from the other party only for the
purpose of this Contract. Except as specified in this Contract, no other rights,
and particularly licenses, to trademarks, inventions, copyrights, patents, or
any other intellectual property rights are implied or granted under this
Contract or by the conveying of Proprietary Information between the parties.
Proprietary Information supplied is not to be reproduced in any form except as
required to accomplish the intent of, and in accordance with the terms of, this
Contract. The receiving party shall provide the same care to avoid disclosure or
unauthorized use of Proprietary Information as it provides to protect its own
similar proprietary information but in no event shall the receiving party fail
to use reasonable care under the circumstances to avoid disclosure or
unauthorized use of Proprietary Information. All Proprietary Information shall
be retained by the receiving party in a secure place with access limited to only
such of the receiving party's employees, subcontractors or agents who need to
know such information for purposes of this Contract and to such third parties as
the disclosing party has consented to by prior written approval. All Proprietary
Information, unless otherwise specified in writing: (i) remains the property of
the disclosing party; (ii) shall be used by the receiving party only for the
purpose for which it was intended; and (iii) such Proprietary Information,
including all copies of such information, shall be returned to the disclosing
party or destroyed after the receiving party's need for it has expired or upon
request of the disclosing party, and, in any event, upon termination of this
Contract. At the request of the disclosing party, the receiving party shall
furnish a certificate of an officer of the receiving party certifying that
Proprietary Information not returned to disclosing party has been destroyed. For
the purposes hereof, Proprietary Information does not include information which:

(i) is published or is otherwise in the public domain through no
fault of the receiving party at the time of any claimed disclosure or
unauthorized use by the receiving party;

(ii) prior to disclosure pursuant to this Contract is properly
within the legitimate possession of the receiving party as evidenced by
reasonable documentation to the extent applicable;

(iii) subsequent to disclosure pursuant to this Contract is
lawfully received from a third party having rights in the information
without restriction of the third party's right to disseminate the
information and without notice of any restriction against its further
disclosure;

(iv) is independently developed by the receiving party or is
otherwise received through parties who have not had, either directly or
indirectly, access to or knowledge of such Proprietary Information;

(v) is transmitted to the receiving party after the disclosing
party has received written notice from the receiving party after
termination or expiration of this Contract that it does not desire to
receive further Proprietary Information;

(vi) is obligated to be produced under order of a court of
competent jurisdiction or other similar requirement of a Governmental
Entity, so long as the party required to disclose the information provides
the other party with prior notice of such order or requirement and its
cooperation to the extent reasonable in preserving its confidentiality; or

(vii) the disclosing party agrees in writing is free of such
restrictions.

(b) Because damages may be difficult to ascertain, the parties agree,
without limiting any other rights and remedies specified herein, an injunction
may be sought against the party who has breached or threatened to breach this
subsection. Each party represents and warrants that it has the right to
disclose all Proprietary Information which it has disclosed to the other party
pursuant to this Contract, and each party agrees to indemnify and hold harmless
the other from all claims by a third party related to the wrongful disclosure of
such third party's proprietary information.

26.19 Entirety of Contract; No Oral Change. This Contract and the
------------------------------------
Exhibits and Schedules referenced herein constitute the entire contract between
the parties with respect to the subject matter hereof, and supersede all
proposals, oral or written, all previous negotiations, agreements [including
without limitation the Memorandum of Agreement dated September 20, 1999 by and
among Vendor, Cricket (as defined in that agreement) and Leap Wireless
International, Inc.] and all other communications between the parties with
respect to the subject matter hereof. No modifications, alterations or waivers
of any provisions herein contained shall be binding on the parties hereto unless
evidenced in writing signed by duly authorized representatives of both parties
as set forth in this Contract.

26.20 Relationship of the Parties. Nothing in this Contract shall be
---------------------------
deemed to constitute either party a partner, agent or legal representative of
the other party, or to create any fiduciary relationship between the parties.
The Vendor is and shall remain an independent contractor in the performance of
this Contract, maintaining complete control of its personnel, workers,
Subcontractors and operations required for performance of the Work. This
Contract shall not be construed to create any relationship, contractual or
otherwise, between the Owner and any Subcontractor, except to establish Owner as
a third party beneficiary of the Vendor's contacts with Subcontractors as
provided herein.

26.21 Discretion. Notwithstanding anything contained herein to the
----------
contrary, to the extent that various provisions of this Contract call for an
exercise of discretion in making decisions or granting approvals or consents,
the parties shall be required to exercise such discretion, decision or approvals
and in good faith.

26.22 Non-Recourse. No past, present or future limited or general
------------
partner in or of the Owner, no parent or other affiliate of any company
comprising the Owner, and no officer, employee, servant, executive, director,
agent or authorized representative of any of them (each, an "Operative") shall
---------
be liable by virtue of the direct or indirect ownership interest of such
Operative in the Owner for payments due under this Contract or for the
performance of any obligation, or breach of any representation or warranty made
by the Owner hereunder. The sole recourse of the Vendor

for satisfaction of the obligations of the Owner under this Contract shall be
against the Owner and the Owner's assets and not against any Operative or any
assets or property of any such Operative. In the event that a default occurs in
connection with such obligations, no action shall be brought against any such
Operative by virtue of its direct or indirect ownership interest in the Owner.

26.23 Improvements, Inventions and Innovations. All rights in any
----------------------------------------
improvements, inventions, and innovations made solely by the Owner shall vest in
the Owner, and the Owner and its affiliates shall have the right to exploit such
improvements, inventions, and innovations. All rights in any improvements,
inventions and innovations made solely by the Vendor shall vest in the Vendor,
and the Vendor and its affiliates shall have the right to exploit such
improvements, inventions and innovations. All rights in any improvements,
inventions and innovations made by the substantial contribution of both parties
("Joint Information") shall vest jointly in both parties. Joint Information
-----------------
does not include any underlying information owned by one of the parties prior to
commencement of such joint activities or developed beyond the scope of such
joint activities, including Products and Product information, technical
information or inventions developed prior to the commencement of any joint
activities, developed outside of the scope of such joint activities or developed
solely by either party. The rights of joint ownership to such Joint Information
shall be rights of full non-exclusive worldwide ownership, including rights to
license and transfer. Each party may exploit its rights to the Joint
Information independent of the other and may retain all economic benefits
thereof, neither party shall have any obligation to account to the other for
profits derived from the Joint Information and each party shall have full rights
to enforce the Joint Information intellectual property rights against non-
authorized users.

26.24 Attachments and Incorporations. All Schedules and Exhibits
------------------------------
attached hereto, are hereby incorporated by reference herein and made a part of
this Contract with the same force and effect as though set forth in their
entirety herein.

26.25 Conflicts. In the event of any conflict or inconsistency among
---------
the provisions of this Contract and the documents attached hereto and
incorporated herein, such conflict or inconsistency shall be resolved by giving
precedence to this Contract and thereafter to the Exhibits, Schedules and
Specifications.

26.26 References to Certain Sources. Reference to standard
-----------------------------
specifications, manuals or codes of any technical society, organization or
association or to the laws or regulations of any Governmental Entity, whether
such reference is specific or by implication, by this Contract, means the latest
standard specification, manual, code, laws or regulations in effect at the time
of such reference, except as may be otherwise specifically agreed to by the
Owner. However, no provision of any reference, standard, specification, manual
or code (whether or not specifically incorporated by reference in this Contract)
shall be effective to change the duties and responsibilities of the Owner or the
Vendor from those set forth in this Contract; provided that nothing contained in
-------- ----
this Contract shall require the Owner or the Vendor to violate then existing and
enforceable Applicable Laws.

26.27 Counterparts. This Contract may be executed by one or more of
------------
the parties to this Contract on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

26.28 Cooperation. Vendor acknowledges that Owner may have one or
-----------
more third party vendors, contractors and other personnel engaged to provide
work, equipment or services to Owner in connection with or related to this
Contract. Vendor agrees to reasonably communicate and cooperate with such third
parties at all times and, at the request of Owner, coordinate Vendor's and
Vendor's Subcontractors' activities hereunder with the activities of such third
parties.

26.29 Survival. Notwithstanding any expiration or termination of
--------
this Contract, the provisions of Sections 2.8, 12, 13, 14, 15, 18, 20 and 26.18
shall continue in full force and effect. Any termination hereunder shall not
relieve Owner of any payment obligation accrued prior to such termination.

[THIS SPACE INTENTIONALLY LEFT BLANK]

THE OWNER AND THE VENDOR HAVE READ THIS CONTRACT INCLUDING ALL
SCHEDULES AND EXHIBITS HERETO AND AGREE TO BE BOUND BY ALL THE TERMS AND
CONDITIONS HEREOF AND THEREOF.

IN WITNESS WHEREOF, the parties have executed this Contract as of the
date first above written.

VENDOR:

ERICSSON WIRELESS COMMUNICATIONS INC.,

a Delaware corporation

By: _______________________________

Name:
Title:

OWNER:

CRICKET COMMUNICATIONS, INC.,
a Delaware corporation

By: _______________________________

Name:
Title:

Exhibit A

Ericsson to provide IS-2000 CDMA based voice and data infrastructure equipment,
software and services including network design and project management services
and radio, switching, and OA&M systems for PCS network deployment, operations
and maintenance [*] as specified and ordered by Owner.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Exhibit A-1

PROCEDURES AND MILESTONES

FOR SYSTEM DEVELOPMENT [***]

[Four Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Exhibit B

PRICING

1.0 INTRODUCTION

The purpose of this Exhibit B is to set forth the pricing associated with this
Contract. This Section 1.0 will set forth the outline as to what is addressed in
this Exhibit.

In Section 2.0 of this Exhibit, the unit pricing of Products currently being
offered under this Contract is provided. This pricing includes: [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

2.0 EQUIPMENT UNIT PRICES

[Thirty-One Pages of Pricing Information Deleted Pursuant to Confidential
Treatment Request]

Exhibit C

Features And Service Options

1 Scope

This document describes the features and service options of the Ericsson [*]
Product as it is to be deployed for Cricket Communications 1900 MHz PCS wireless
systems in various locations in the United States.

2 Features And Service Options

2.1 Available Features
This section provides the [*] features [*] for the [*] Product. In the feature
abstracts below: [IS95A] refers to "TIA/EIA/IS-95A Mobile Station - Base Station
Compatibility Standard for Dual-Mode Wideband Spread Spectrum Cellular System,
1995, EIA/TIA"

[IS95B] refers to "TIA/EIA/IS-95A Mobile Station - Base Station Compatibility
Standard for Dual-Mode Wideband Spread Spectrum Cellular System, Revision B,
October 1998, EIA/TIA"

[TIA/EIA-664] refers to "Cellular Features Description, June 1996, EIA/TIA"
[ANSI 41] refers to "ANSI TIA/EIA-41 Revision D, Cellular
Radiotelecommunications Intersystem Operations, December 1997"

[IOS V2.1] refers to "CDG MSC to BS Inter-Operability Specification (IOS)
Version 2.1.0, December 1998"

[IOS V4] refers to "CDG MSC to BS Inter-Operability Specification (IOS) Version
4 [*]"

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

2.2

[Five Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

2.3

[***]

2.4 Numbering

2.4.1 Numbering Plan Support. The [*] Product supports the numbering schemes as
defined in ITU-T E.164 for ISDN and ITU-T E.212 for IMSI.

2.4.2 NPA Split Support (North America). The [*] Product supports NPA split,
which is unique to world zone 1 markets. This feature allows a type of
permissive dialing when an NPA area is split into two NPAs (one half is assigned
to a new NPA). This feature allows subscribers a

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

grace period to reprogram their MINs to the new NPA. New NPAs and/or NXXs are
being assigned to markets in two ways.

[***]

2.4.3 Carrier handling (3 and 4 digits carrier-codes, North America). The [*]
Product supports both 3- and 4-digit carrier codes.

2.5 Teleservices

2.5.1 [***]

2.5.2 Emergency call. The [*] Product allows emergency calls to be completed
without validating the identity of the mobile. The emergency call function
provides routing to the appropriate (nearest) public safety answering point
(PSAP) based on the originating cell, and provides delivery of the originating
subscriber's Directory Number (DN) and approximate location.

2.5.3 ▇-▇▇▇ ▇▇▇▇▇ ▇. The [*] Product supports emergency service E-911 as
specified in J-STD-034. The purpose of this feature is:

. to provide the mobile easy access to the Public Safety Answering Point (PSAP)
by directing emergency calls to the appropriate PSAP

. to enable the PSAP that connected the call to call back the mobile by
supplying the MDN

. to re-establish the emergency call in case of lost radio contact

. to route emergency calls from mobile stations without an authorized MIN

2.5.4 E911 Phase 2 Position Location. Provides support for E911 Phase 2
position location, providing latitude/longitude and cell site location to the
PSAP per FCC Docket 940192 Report and Order. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

2.5.5 Support of Loop Back calls. The [*] Product supports the BSS loop back
calls which may be used for voice quality testing. Both 8k (service option 2)
and 13k (service option 9) are supported. No subscription check is done on this
type of call.

2.5.6 Markov Call Support. The [*] Product supports the BSS Markov calls. Both
8k (service option 0x801e) and 13k (service option 0x801F) Markov calls are
supported. The Markov service option provides pseudo-random data for testing the
Traffic Channel between the mobile station and the base station.

2.5.7 [***]

2.5.8 SMS Mobile Terminated (Point to Point). Mobile Terminated SMS allows
Short Message Entities (SME) to send information to a handset through the Short
Message Service Center (SMSC). The [*] Product delivers short messages initiated
by an external short message service center (SMS-C) to mobile stations using the
[***].

2.5.9 SMS Mobile Originated (Point to Point). Mobile Originated SMS allows
Mobiles to send short messages through the Short Message Service Center (SMSC).

2.5.10 Asynchronous Digital FAX Service. The [*] Product provides circuit switch
asynchronous digital FAX service per IS-99/IS-707. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

2.5.11 Asynchronous Digital Data Service. The [*] System Product provides
support for circuit switched asynchronous data service per IS-99/IS-707. [***]

2.5.12 Service Negotiation (13K /EVRC). The [*] Product will support 13k to
EVRC service negotiation for calls originated by mobile users. This feature is
especially important for improving the air link capacity for voice calls. When a
mobile capable of 13K and EVRC service options originates a call with the 13K
Service option, the system will negotiate the service option (downward) to EVRC.

2.6 Mobility Management

2.6.1 Paging. The [*] Product broadcasts Page Request messages to all cell
sites belonging to the same Paging Area.

2.6.2 Slotted Mode Paging. The [*] Product supports slotted mode paging.
Slotted mode paging conserves handset power by trading off paging response
times. [***]

2.6.3 Non Slotted Mode Paging. The [*] Product supports mobile stations
operating in non slotted mode.

2.6.4 Periodic/Parameter/Implicit Registration. The [*] System Product
supports periodic (timer based), parameter and implicit registration according
to [*].

2.6.5 Power Up/Down Registration. The [*] Product supports power up/down
registration as defined in [*]. Whenever a mobile subscriber switches on or off
the mobile phone, a location registration is performed.

2.6.6 Automatic Roaming. The [*] Product supports automatic roaming as defined
in [*]. This feature allows a service provider to give subscribers entering the
system wireless services and features identical

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

to their home system. Upon first registering in the system, the subscriber's
profile will be retrieved from the HLR by the MSC/VLR.

2.6.7 Call Delivery. The [*] Product provides call delivery as defined in [*].
This feature allows calls to automatically be delivered to mobile subscribers,
that are roaming in other systems, by using the ANSI-41-D intersystem standard.
If a subscriber does not wish to automatically receive calls while roaming, the
call delivery feature may be turned off by dialing a feature code. When the call
delivery feature is turned off, the mobile will still receive calls while in the
home network.

2.6.8 [***]

2.7 Handoff

2.7.1 Soft handoff supported by BSS

a) The [*] Product supports any combination of intra-BSC soft and softer
handoff on a [***].

b) The [*] Product provides the capability to select and control which
pilots are placed in the active set after each Pilot Strength
Measurement Message reception.

c) The [*] Product provides the capability to select which pilots to
include the Neighbor List Update Message.

2.7.2 [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

2.7.2a Soft/Softer Handoff Setup/End time

[***]

2.7.3 CDMA to CDMA Hard Hand-off. The [*] Product will support CDMA to CDMA
Hard hand-off feature as described here. This feature will support the following
capabilities:

1. The system will be able to perform hard handoff for mobiles that are on
[*]. The handoff will be performed assuming the service option is kept
the same before and after the handoff.

2. The hard handoffs will be supported between two 1.25Mhz CDMA frequencies
that are within the same CDMA Cellular or PCS band. [***]

3. The Voice call hard handoffs could either be between two BTS that are
each connected to different BSCs which in turn interface to the same
MSC, or it could also be for those BTSs and BSCs connected to two
different MSCs. [***]

4. [***]

5. The hard handoff triggering will be performed by [***].

2.7.4 [***]

2.7.5 [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

2.8 Supplementary Services

The [*] Product provides support for the vertical user features listed below.
[***]

2.8.1 Call Forwarding. The [*] Product supports call forwarding as defined in
[*]. Call forwarding automatically forwards a call to another number. The types
of call forwarding to be supported are listed below.

2.8.1.1 Unconditional call forwarding (CFU). The [*] Product supports
unconditional call forwarding. If the mobile subscriber has activated
the unconditional call forwarding feature, all terminating calls to
this subscriber will be immediately forwarded by the MSC to the
subscriber's forward to number.

2.8.1.2 Conditional call forwarding on MS busy (CFB). The [*] Product supports
conditional call forwarding when the MS is busy. If the mobile
subscriber has activated the call forwarding busy feature, all
terminating calls to this subscriber will be forwarded by the MSC to
the subscriber's "forward to" number, if the subscriber is busy.

2.8.1.2.1 Conditional call forwarding on no answer or not reachable (CFNA). The
[*] Product supports conditional call forwarding on no answer, or if
the mobile is otherwise inaccessible, due to:

. mobile does not respond to a paging request
. mobile's location is not known
. mobile is inactive call delivery is not active and the user is roaming
. "Do Not Disturb" (DND) is active

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

. mobile is not reachable (ANSI-41 timeout)

If the mobile subscriber has activated the CFNA feature, then all
terminating calls to this subscriber will be forwarded by the MSC to the
subscriber's (CFNA) forward to number, if the subscriber does not answer or no
page response is received.

2.8.1.2.2 Default call forwarding (CFD). The [*] Product supports default call
forwarding. Default call forwarding is generally used to forward
calls to voice mail when the subscriber is engaged in a call, does
not respond to paging, does not answer the call within a specified
time period, or its otherwise inaccessible, due to:

. mobile's location is not known
. mobile is inactive
. call delivery is not active and the user is roaming
. DND is active

2.8.1.3 Call barring. The [*] Product supports call barring. Certain dialing
restrictions can be imposed on subscribers by the operator, or they
can be subscriber controlled. The types of call barring features
supported are listed below

2.8.1.3.1 CB on incoming calls. This feature permits the restriction of certain
types of calls that can be terminated to a Mobile Station (MS),
including:

. all incoming calls
. incoming calls outside home cellular region

2.8.1.3.2 CB on all outgoing calls. This feature permits the restriction of all
outgoing calls that can be originated from a MS, apart from the
originating calls that must never be restricted such as emergency
calls, some features codes and service calls (e.g., *0, *611, etc.).

2.8.1.4 Call hold. The [*] Product supports call hold. This feature is
automatically invoked in conjunction with such features as 3-way
calling and call waiting.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

2.8.1.5 Call Waiting (CW). The [*] Product supports call waiting as defined in
[*]. This feature allows a mobile subscriber to receive a call while
busy on another call. It also allows the subscriber to alternate
conversations with either party while putting the other on hold. If the
cellular subscriber presses the END key while a call is on hold, then
all parties will be released.

2.8.1.6 Cancel Call Waiting . The [*] Product supports cancel call waiting as
defined in [*] as part of the call waiting feature. This CW feature
option allows a mobile subscriber to deactivate the call waiting feature
on a per call basis.

2.8.1.7 Calling Number Identification Presentation (CNIP). The [*] Product
supports CNIP as defined in [*]. CNIP is supported for calls from the
PSTN to a mobile, from a mobile to the PSTN and mobile to mobile. [***]

2.8.1.8 Calling Number Identification Restriction (CNIR) . This feature
allows the calling subscriber to restrict the transport of the Calling
Party Number to the called subscriber for display. Subscribers with CNIR
authorized may de-activate CNIR on a per-call basis by dialing feature
code (*670) and termination number. Subscribers with CNIR NOT authorized
may activate CNIR on a per-call basis by dialing feature code (*671) and
termination number. No common carrier may impose charges with per-call
blocking (FCC). Exceptions to CNIR apply to 911, law enforcement
tracing, and 800/888 numbers.

2.8.1.9 Three way calling. The [*] Product supports three way call as defined
in [*]. This feature allows an authorized subscriber who is engaged in a
stable two party call to call a third party and establish a conference
call between the three of them. If the subscriber is not authorized, the
two party call will be stabilized again without a recorded announcement.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

2.8.1.10 Message Waiting Notification. The [*] Product supports the ability to
illuminate a message waiting indicator on the mobile when unheard
messages are available in a voice mail system. Every time a change to
the message count is reported by the voice mail system, this is
conveyed to the mobile either when idle or active on a traffic channel.
When the count is greater than zero, a message waiting icon will be
illuminated on the subscriber's mobile. This feature typically uses
ANSI 41 MWN interaction between the MSC and HLR.

2.8.1.11 Voice Mail Notification via SMS. Voice Mail Notification (VMN) is
supported via SMS per [*]. The Mobile Station is notified whenever a
new voice mail message is received, and the number of unheard messages
will be provided for display on the Mobile Station.

2.8.1.12 Do Not Disturb. The Do Not Disturb (DND) feature allows a subscriber
to bar incoming voice calls, but it still allows the user to originate
calls and receive mobile terminated SMS, fax and data calls. The barred
voice calls are routed to voice mail or given other secondary call
treatment. The user can activate and deactivate DND by using feature
codes. The MSC typically obtains authorization by sending an IS-41
message to the HLR and sends the appropriate tone (confirmation or
deny) to the subscriber and releases the call.

2.8.1.13 [***]

2.8.1.14 Reserved.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[Two Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

[***]

2.9 [***]

2.10 System Services

2.10.1 [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

2.10.2 Terrestrial Facility Management. The [*] Product supports Terrestrial
Facility Management. This is the management of terrestrial resources shared
between the MSC and the BSS. [***]

2.11 Security. The [*] Product supports the following security mechanisms.

2.11.1 Authentication. The [*] Product supports authentication. The purpose of
authentication is to prevent fraudulent mobiles that are produced by capturing
valid Mobile Identification Number (MIN) and Electronic Serial Number (ESN)
combinations from the air and programming them in another mobile (i.e. creating
a clone). Authentication is a method of verifying the authenticity of a mobile
station and denying service to invalid mobiles and thereby deterring fraud.

The authentication procedure can be used either as an autonomous procedure or
combined with other procedures such as:

. Registration

. Call establishment

. Network initiated authentication

The following authentication-related procedures are supported:

. Global authentication - a process in which the mobile station is required
to send the result of the authentication algorithm for verification by the
AC before every registration, call origination, and call termination

. Unique challenge authentication - a process in which the AC forces a
specific MS on the traffic channel to perform authentication. The unique
challenge authentication happens automatically after an SSD Update, and it
can be configured to occur every [*] call or turned off completely.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

. SSD Update - The AC can initiate updating the SSD in the MS. [***]

. RAND management - The BTS is responsible for the RAND management which
involves generating and updating the RAND. The BTS regularly updates the RAND
after a configurable amount of time [*].

. Call History Count - The MS and AC each have counters that are simultaneously
incremented for each mobile originated or terminated call. The counters can be
compared during authentication, and if there is a mismatch, then the MS can be
suspected to be fraudulent. This is used when it is suspected that all the
parameters have been cloned.

[***]

2.12 Additional Functionality

[***]

Dual Tone Multi Frequency (DTMF) Signaling over [*]. [***]

The [*] Product supports out of band over-the-air processing of DTMF tones on
the reverse link. The BSC receives the TIA/EIA/IS-95-A DTMF messages, and the
BSC generates the appropriate DTMF tones to be sent over the PSTN.

The [*] Product supports out of band over-the-air processing of DTMF tones on
the forward link. The CMS [*] System Product sends the IS-95-A DTMF burst
messages.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Over the Air Activation Service Provisioning. Over-the-air Service Provisioning
(OTASP) enables automatic activation and service provisioning of wireless
subscriber units by downloading and uploading system parameters to and from the
wireless handsets. This service makes use of a network element called "OTAF"
(Over the Air Function) which acts as an activation function mainly responsible
for forwarding OTASP messages to and from the mobile handsets. [***]

Lawful Authorized Intercept (CALEA). The [*] BSS supports the requirements
specified in [*]. The interception and monitoring is for both call content and
call-identifying information. [***]

Pre-Paid Phone Service. The [*] Product supports the requirements specified in
[*].

2.13 Intelligent Network Service Functionality

2.13.1 Originating Trigger (WIN Phase I). The [*] Product supports originating
triggers. The trigger is implemented by the standard ANSI-41-D protocol to
provide enhanced services even when roaming.

2.13.2 Local number portability - [*]. The [*] Product supports the Local Number
Portability (LNP) Service [*]. LNP [*] enables wireless service providers to
operate in areas where wireline companies offer LNP for Wireline customers. LNP
[*] lets wireline subscribers keep the same telephone number when they change
from one wireline service provider to another. To determine if a particular DN
has been ported, industry-wide databases containing both wireless and wireline,
maintain the list of all the ported numbers and their new locations. These
databases are referred to as Number Portability Databases (NPDB). In the MSC,
blocks of portable DN number ranges are defined. If the dialed number is within
one of these number ranges, a query is launched to the NPDB to find out if the
number is ported, and, if so, to what new location is it ported. This applies to
all mobile originated calls and incoming calls.

2.13.3 Voice mail retrieval while roaming. The [*] Product supports voice mail
retrieval while roaming. With this feature, roaming subscribers can retrieve
their voice mail by dialing a short feature code, and the feature code is sent
to the subscriber's HLR for proper translation. The serving

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

MSC can then route the subscriber based on the routing information supplied by
the HLR. This feature is dependent upon the system configuration and the
interconnection agreements.

2.13.4 Wireless Number Portability. The Product will support wireless number
portability [*].

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Exhibit D1

RF ENGINEERING DESIGN SERVICES FOR NEW NETWORK DESIGN

[One Page of Technical Information Deleted Pursuant to Confidential Treatment
Request]

[***]

3.0 RF ENGINEERING AND DESIGN RESPONSIBILITY MATRIX ("SOW")

This RF Engineering Design Services statement of work defines the work
requirements and responsibilities of Owner and Vendor with respect to
performing RF Engineering Design Services.

The RF engineering services for the design of a new network involves
the three step process set forth below for the identification of the
minimum number of cell sites required to achieve Owner's design
objectives (the "RF Engineering Design Services"). RF engineers shall
coordinate with other service disciplines--such as Site Acquisition,
Spectrum Clearing and Construction Management--during the design
process to ensure a smooth and successful deployment of the network.

As used in this subsection, the following definitions and acronyms
shall have the meanings indicated:

"MapInfo(R)" shall mean a software computer program licensed by Vendor
from MapInfo Corporation, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

"Network Specification" shall mean a detailed operating performance
specification for the Network containing all Equipment provided by
Vendor.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

"RF Performance Specification" shall mean a detailed RF specification
containing mutually agreed performance criteria for the Network.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

4.0 TIME, MATERIAL, AND EXPENSES

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

5.0 ACCEPTANCE

[***]

6.0 DOCUMENTATION

[***]

7.0 REPRESENTATIONS AND WARRANTIES

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Exhibit D2

Core Network and Transmission Design Services

Introduction

This section describes the services Vendor can provide to Owner to design and
implement the core network of its CDMA wireless networks. These services
encompass both core network planning and interconnect.

This section includes:

. Responsibility Matrix

. Statement of Work ("SOW")

. Warranty Provisions

. Acceptance Criteria

As specified in Exhibit B, Vendor will provide Owner [*]. [***]

Responsibility Matrix

The following Responsibility Matrix itemizes and identifies the responsibilities
of Vendor and Owner relevant to the design of the core wireless network.

Core network requirements are predominantly the responsibility of Owner, as
described in the task delineation matrix, especially as they apply to
technological standards, regulatory conditions, and backhaul. Vendor shall
provide those core network requirements that are specific to its Equipment.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Table 1. Core Network Planning

----------------------------------------------------------------------------------------------------------------
Core Network Planning Owner Vendor

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

Execution Execution
----------------------------------------------------------------------------------------------------------------
Owner input
----------------------------------------------------------------------------------------------------------------

[Five Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

Statement of Work

This section describes the tasks carried out by Vendor and/or Owner as part of
the core network planning process.

Network Requirements

This section defines and explains the process followed to obtain accurate and
reliable requirements for the design and configuration of the communications
network covered in this Contract.

The steps in this section must be completed before the network design can
commence. [***]

Owner Input

During the proposal phase, Vendor collects high-level data from Owner to
determine a preliminary design. [***]

Network Requirements Documentation

Based on the input received from Owner, Vendor will define the exact network
requirements. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

Owner Sign-off

The network requirements document must be signed off by Owner before Vendor can
proceed with the network design. [***]

Core Network Planning

This section describes design activities specifically associated with Vendor
portion of Owner's core network. [***]

This section defines and explains the various network switch engineering tasks
to be performed during the deployment phase. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[Four Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

[***]

Expansion Network Switch (MSC/BSC) Design Services

Vendor may assist Owner in determining its system requirements or monitoring
their existing performance. [***]

Transmission Network Design (BTS/BSC Backhaul)

----------------------------------------------------------------------------------------------
Transmission Network (BTS/BSC Interconnect) Owner Vendor
----------------------------------------------------------------------------------------------

Execution Execution
----------------------------------------------------------------------------------------------

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

Statement of Work

This section describes the tasks carried out by Vendor and/or Owner as part of
the core network planning process as part of Transmission Network design
process.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

Core Network and Transmission Design Provisions

Representations and Warranties

Vendor warrants that it is fully competent, experienced, and trained to provide
all core network planning services herein in a professional and workmanlike
manner, and that Vendor's core network planning services and deliverables
conform to the Specifications set forth herein.

[***]

Specification Change Control Process

Other than as defined below, Vendor may not change any Specifications unless
such change is approved by Owner or required due to a change in the core
network. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

System ATP Customization

Vendor provides Acceptance Test Plans and procedures according to the
definitions above. The scope of these tests covers all relevant aspects for the
corresponding scenario. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Exhibit E: Deployment Services

------------------------------------------------------------------------------
SECTION 1: PROJECT MANAGEMENT

1.1 Project Organization

Vendor will work closely with Owner to organize a project deployment
team. Specific individuals will be assigned responsibilities for the
project in order to provide continuity and efficiency in planning,
implementation, accountability, and reporting. A mutually agreed upon
project organization will be developed and staffed with a minimum of
the personnel listed below.

[***]

1.1.1 Vendor Roles and Responsibilities

1.1.1.1 [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

1.2 Project Controls and Reporting

The project control process will be established and maintained by the
Vendor project manager through a dedicated project organization and the
project plan.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

1.2.1 Project Plan

The project plan is a comprehensive, detailed plan that describes the
process that will be implemented in order to meet project objectives.
It includes schedules, procedures, guidelines, and process flow
illustrations that form the basic foundation of the project.

The project plan will be developed by Vendor and Owner and will be
delivered to Owner [*].

[***]

1.2.2 Project Schedule

The project schedule contains a milestone timetable for project
implementation and illustrates the sequence of events,
responsibilities, and the duration necessary for the Owner network to
become ready for commercial launch. [***]

1.2.3 [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

1.2.4 Quality Assurance and Inspection

The project manager or designee will have responsibility for ensuring
that site audits are performed and reported in accordance with the
standard Vendor quality assurance program.

[***]

1.2.5 Documentation Control

Relevant equipment documentation shall be provided with Vendor's
equipment. All documentation will be written in the English language
and will be printed originals (not copies). A list of documentation
deliverables and quantities is provided in Exhibit P.

Document Control - Vendor will provide the administrative support and
control of all Vendor -originated project documentation. [***]

1.3. Logistics

Logistics shall include the following:

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

1.4 Change Order and Modifications

All changes to contractual commitments requested by either Owner or
Vendor will be tracked and implemented in accordance with the mutually
agreed upon process as defined in the Contract.

1.4.1 If OWNER requests a change

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

1.4.2 If Vendor requests a change

[***]

1.5 Project Management

The purpose of this document is to clarify the division of
responsibility between Owner and Vendor for the areas of activity
necessary for successful deployment of the system. [***]

Responsibility Matrix

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[Two Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

Section 2: Site Development

Site development encompasses all tasks necessary to transform a raw
property into a property ready to receive and support
telecommunications equipment. Tasks may include site acquisition,
microwave clearing, A&E design, material procurement, construction, and
construction management. These tasks are described in depth in the
following sections.

2.1 Site Acquisition

The process of site acquisition encompasses all activities and
resources required for locating and leasing (purchasing) suitable
property for use as a telecommunications facility. Site types may
include existing facilities, raw land, existing towers, rooftops, etc.

2.1.1 Vendor Roles and Responsibilities

2.1.1.1 Candidate Site Identification

Site identification will consist of candidate site selection, zoning
data examination, site review, and site visit coordination.

Candidate Site Selection - [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

2.1.1.2 Zoning Analysis and Permitting

It will be determined if certain zoning approvals (zoning
classification change, special use permit, conditional use permit,
variance, etc.), building permits, or other permits or formal approvals
are required for the candidate sites. If no approvals are required,
this will be so documented. The permitting phase will consist of the
following elements: zoning strategy, permit applications, and
miscellaneous.

Zoning Strategy - [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Zoning Exhibits - [***]

2.1.1.5 Other Requirements/Miscellaneous

. Coordinate title curative activities and commitment for title
insurance
. Review lease exhibits, zoning drawings and construction drawings for
conformity with the leased premise

2.1.2 Owner Roles and Responsibilities

. Pay for all permits and fees associated with zoning and permitting
. Provide a property lease template and legal review
. Provide anticipated/budgeted leasing cost scales
. Provide limits for property lease negotiations for contacting
landowners.

2.2 Frequency Clearing

The frequency clearing process encompasses activities related to the
negotiation and subsequent movement of incumbent microwave spectrum
service providers to other spectrum. This movement allows the open
spectrum to be used by the wireless telecommunications service
provider.

[***]

2.2.1 Vendor Roles and Responsibilities

[***]

2.3 Microwave Network Planning and Design

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

2.3.1 Transmission and Systems Engineering

Following the microwave network planning and design phase, the
transmission and systems engineering tasks are performed. The steps
involved in the transmission and systems engineering phase are an
iterative process resulting in a network deployment based on the
network planning and design phase. The primary tasks involved in this
interactive process are identified below.

. Initial map study and reliability analysis to establish frequency
bands, hardware configuration, and power parameters

. Site assessment to ensure that the site is capable of handling the
antenna and radio systems

. Line-of-sight visual inspection and obstacle determination
(For low frequency, high-density frequency bands, a path survey
will be conducted, including reflection point inspection.)

. Path parameter optimization, including final antenna height
determination and final hardware configuration conclusion

. Routing and capacity planning examination to establish network
hardware configuration

. Establishment of a ▇▇▇▇ of materials

. Path commissioning oversight and operating parameters optimization

2.4 Field Engineering

The field engineering tasks are broken into two (2) major areas: those
tasks that are performed by on-site engineers (located at Owner
premises) and those performed by dispatched path surveyors to the
field.

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

2.5 Frequency Planning, Interference Analysis, and Coordination

As necessary, interference problems are measured and isolated. [***]

2.6 A&E Design

Once a site is acquired, it must be engineered to allow for the
integration of the telecommunications equipment and associated
facilities. The required equipment to support this system network
consists of sophisticated electronic assemblies that require suitable
environmental conditions. In addition, this equipment can be large and
bulky. Because of the complexity and the physical characteristics of
the equipment, A&E design must ensure that the resulting environment is
structurally sound, secure, aesthetically pleasing, and has good
functionality for many years.

2.6.1 Vendor Roles and Responsibilities

It will be ensured that all A&E designs are in compliance with Owner,
Vendor, and industry standards.

2.6.1.1 Site Preparation Guidelines

Site Preparation Guidelines refer to performance, functionality, and
fitness for the intended purpose for which the site is to be employed.
[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

2.6.1.2 Site Information

The necessary site-specific data required to perform the site services
will be accumulated. This will include gathering ownership information,
existing structure and site plans, and specific landowner and zoning
requirements from the site acquisition team.

Site surveys will be provided. Site survey services will consist of the
mutually agreed upon scope and added as an Appendix if selected as a
service requirement.

A geo-technical report will be provided. Geo-technical investigations
will consist of the mutually agreed upon scope and added as an Appendix
if selected as a service requirement.

In addition, sites will be visited and data recorded as necessary to
understand the site-specific design requirements.

2.6.1.3 Construction Drawings

A set of drawings will be prepared that represent the design of the
site in sufficient detail to submit for building permits and to perform
construction of the sites. [***] Specific methodologies required for
the different site types are described below.

2.6.1.3.1 [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[Six Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

[***]

2.6.1.4 ▇▇▇▇ of Materials

A site-specific ▇▇▇▇ of materials will be prepared detailing materials
required for the site construction. The listing will include Vendor
catalog numbers and quantities of required items. This material listing
may be provided in a drawing or letter format or may be provided in a
spreadsheet format to facilitate the procurement process.

2.6.1.5 As-Built Drawings

The construction drawings will conform to construction records. These
drawings will be submitted in the latest version of AutoCad or agreed
upon electronic media as well as hard copy format.

2.6.2 A&E Deliverables

Vendor will provide the following deliverables: [***]

2.7 Construction and Construction Management

Completion of construction will allow for the installation of the
equipment. Site construction encompasses all activities and resources
required to develop the existing site infrastructure to an adequate
stage to accept and support the telecommunications equipment. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

2.7.1 Vendor Roles and Responsibilities

For each site, the Vendor shall coordinate the work of the Vendor's
personnel, individual suppliers, and subcontractors to ensure on-time
site completion, that is within budget and meets quality standards. For
each site, the following items of work are required and will be managed
by Vendor.

2.7.1.1 [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[Six Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

Exhibit F: Installation & Integration Services

The purpose of this document is to clarify the division of responsibility
between Owner and Vendor for the areas of activities necessary for successful
deployment of the system. [***]

Responsibility Matrix

The following section itemizes and identifies the responsibilities of Vendor and
Owner relevant to design of the wireless network.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

1. INSTALLATION AND INTEGRATION

[Four Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

Exhibit G

RF Optimization Services

Introduction

RF optimization addresses performance validation of the network and support
typically required for commercial launch. During this stage of system
deployment, equipment and site configuration parameters including PN offset
plans, neighbor lists, antenna orientations, and tilts can be adjusted in the
interest of gaining maximum transmission and call-handling benefits from the
network and its physical infrastructure. During optimization of the network,
performance data including Frame Error Rate (FER), call origination statistics,
and drop call statistics are collected to measure the performance of the
network.

Owner intends to launch markets according to aggressive schedules. Meeting
targeted on-air dates is critical to Owner's success. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Table 1. RF Optimization Services
Responsibility Matrix (SOW)
(Owner and Vendor will mutually agree on responsibility matrix.)

-----------------------------------------------------------------------------------------------------------------
Owner Vendor
-----------------------------------------------------------------------------------------------------------------
No. RF Optimization Activity Cost Activity Cost
-----------------------------------------------------------------------------------------------------------------
Resp. Resp. Resp. Resp.
-----------------------------------------------------------------------------------------------------------------

1.0 RF Design Audit and Information Transfer

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

[Eighteen Pages of Technical Information Deleted Pursuant to Confidential
Treatment Request]

Exhibit H

Network Management

Ericsson's Network Management services are aimed at the maintenance, performance
improvement, and management of customer networks. Ericsson is pleased to offer
the following

[Thirty-Four Pages of Technical Information Deleted Pursuant to Confidential
Treatment Request]

Exhibit I

Performance Monitoring and Analysis Capabilities

The CMS11 Product family follows the Telecommunications Management Network (TMN)
model.

The following diagram illustrates Ericsson's OMC solution following
International Telecommunications Union (ITU) Telecommunications Management
Network (TMN) standards.

[Fifty-One Pages of Technical Information Deleted Pursuant to Confidential
Treatment Request]

Exhibit J: OA&M

General

This document describes the product Radio Access Network Operation Support,
RANOS. RANOS is a set of software packages specially designed for handling the
day-to-day operation and maintenance tasks of an Ericsson CDMA2000 Radio Access
Network (CDMA2000 RAN). RANOS provides support for the execution of management
tasks on a CDMA2000 RAN and provides interfaces for flexible transfer of
information from Network Elements to the Network Management layer.

The complete Operation and Maintenance system is built on three cornerstones:

. Element Management in the traffic nodes (RBS and RNC)

. RANOS

. Tools for Radio Access Management (TRAM)

RANOS is an optional product within the Ericsson CDMA2000 RAN offer.

[Twenty-Six Pages of Technical Information Deleted Pursuant to Confidential
Treatment Request]

Exhibit K

Spares Requirement

[***]

Vendor's recommended spare parts packages are based on a mean time between
failure (MTBF) rate. From the MTBF, a steady state failure rate is calculated.
Vendor then takes the lead time necessary to get a component for that Equipment
from the factory and determines spares levels required for that duration of
time. [***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Exhibit L

Order Process

1. Forecasts

Owner shall provide forecasts to Vendor of Owner's projections for Products and
Service upon Vendor's request, but no more frequently than every 3 months
(regardless of whether any Purchase Order is issued). The written forecasts
("Forecasts") shall specify (i) Owner's estimates of the quantity of each
category of Products and Services that it intends to order during the six (6)
months following the date of such Forecast, and (ii) the configuration of each
category of Products and Services that it is ordering during the six (6) months
following the date of such Forecast. If Owner does not specify a configuration
for the Products, the configuration shall be deemed to be the standard
configuration for such Products. Forecasts are provided for planning purposes
only. These forecasts do not obligate Owner for any purchases.

2. Purchase Orders

Purchase Orders shall specify the quantity of each type or model of Products,
Services or other items of Work to be purchased and the date or dates on which
such Products, Services or other items of Work are required to be delivered to
Owner, as well as any other information reasonably necessary for Vendor to
fulfill the order. Each Purchase Order shall be submitted to the Vendor at ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or other designated location of Vendor in
the continental United States designated to Owner in writing by Vendor.

[Three Pages of Technical Information Deleted Pursuant to Confidential
Treatment Request]

Exhibit M

System Description and Equipment Specifications

1 Scope

This document is an introduction to the Ericsson [*] Product as it is to be
deployed for Cricket Communications 1900 MHz PCS wireless systems in various
locations in the United States.

2 Network Architecture

[***] The system product consists of the following nodes:

. BSC
. RBS
. AXE MSC
[***]

Each of these system nodes is described in detail elsewhere within the Exhibits
of this contract. [***]

Also shown are a number of mobile stations, denoted by MS, to show the
architectural relationship between mobile stations and the System product. [***]

Figure 2-1 shows the key communications and signaling interfaces between system
nodes [*] as well as network management logical interfaces (M). The BSC-BSC
interface is provided to support handoff between calls

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

supported by more than a single BSC.

[Eight Pages of Technical Information Deleted Pursuant to Confidential
Treatment Request]

Exhibit N:

Outage Event Definition and Resolution

The Owner shall indicate a fault or a problem related to the system through a
designated support center where a customer service request (CSR) will be opened.
The Vendor will respond with an Answer with appropriate information about the
reported problem. Corrective actions, if appropriate, are delivered as system
updates.

Vendor will provide an 800 hot-line telephone service for direct telephone
support to Owner. This service will be available twenty-four (24) hours a day,
seven (7) days a week.

The Owner and the Vendor will together agree to one of the following four
priority levels, using the descriptions below.

The following table defines the outage events and resolution objectives:

[Two Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]

Exhibit O: Training

This exhibit provides a general overview of [*]. [***]

CDMA System Training

Vendor currently offers the following training programs, each designed to
provide the student with a usable package of knowledge and skills:

. CDMA Technology Program. Teaches students the concepts of CDMA
technology. Course numbers in this program use an ECT prefix.

. CDMA System Program. Trains personnel on Vendor CDMA system
operation and maintenance. Course numbers in this program use an
EWP prefix.

Logistics

All technology and product training is held at Vendor's [*] facility. Some
lecture-only classes, such as those prefixed with ECT, can be conducted at Owner
sites and are addressed on a case-by-case basis. Vendor offers customized class
dates to meet Owner requirements. Start dates are addressed on a case-by-case
basis.

All presentations and training documentation are developed in English. [***]

Entry-Level Skills Required for Students

Vendor training courses are designed for individuals knowledgeable in basic
telecommunications and wireless communications system concepts including radio
transmission, digital signal formats, basic telephony, and switching concepts.
To attend CDMA system classes (EWP-series), students should be computer literate
and have familiarity with using a Graphical User Interface (GUI) computer
environment. All personnel attending training must be fluent in English.

Technicians attending training courses should have a technical degree or
technical experience servicing wireless communications equipment. They should
have operational knowledge of standard test equipment, such as:

. Oscilloscope

. Power Meter

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

. Spectrum analyzers

. Protocol analyzers

Technicians should also have basic knowledge of the following subjects:

. Electronics

. Cellular technology

. RF transmitting/receiving principles

. Digital/analog signal processing

. T1/E1 transmission basics

. Multiplexer equipment

. UNIX commands (structure and usage)

Curriculum

The following sections identify the course curriculum overview and curriculum
requirements for each course offered for customer training. Table lists course
name, course number, duration, and prerequisites.

Table 1. Course Listings

--------------------------------------------------------------------
Course Name Course # Duration Prerequisites
--------------------------------------------------------------------

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

Table 2 provides recommended course information based on audience requirements.

Table 2. Recommended Audiences

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

[***]

Course Descriptions

The following subsections provide detailed course descriptions including title,
course number, audience, course description, objectives, and media used in each
course. Course schedules, content, and duration are subject to change.

[Seventeen Pages of Technical Information Deleted Pursuant to Confidential
Treatment Request]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Exhibit P

Documentation

Introduction

This section defines customer documentation to be delivered to Owner by Vendor
under the terms of this Contract. Vendor is committed to providing customers
with a complete and accurate documentation suite at time of commercial software
delivery for each product release, which allows the customer to prepare sites,
install, commission, operate, administer, and maintain its systems. As a
standard, Vendor provides to Owner copies of the following documentations in
quantities as reasonably required on CD-ROM as part of the product deliverable
in English.

BSS documentation for new site installations

O&A document kit ships with [*]

CMS11 BSC product document kit ships with [*]

RB11 XX document kit ships for every [*]

BSS documentation for sites upgrading existing systems

Upgrade document kit and 1 O&A document kit per [*]

CMS11 BSC product document kit ships per [*]

RBS11 XX document kit ships for every [*]

Documentation Distribution

Customer documentation will be provided in Compact Disk-Read Only Memory (CD-
ROM) format. Cell equipment documentation will be supplied on a CD-ROM
containing all documentation for a specific Vendor product release.
Documentation contained in the Vendor compact disk provides access to each
manual in a searchable .pdf, allowing search and retrieval of information within
a document. Documents may be printed directly from the CD-ROM or downloaded.

All Vendor documentation is copyrighted and may not be copied for internal or
external customer use.

Customer Documentation Suite

Documentation that is provided to Owner in CD-ROM format will have the documents
listed below, at the document level. If requested by Owner, paper format
documentation will be provided in documentation kits as: Operation and
Administration Kit, RBS11 XX Product Kit, CMS11 BSC Product Kit, and X.X Upgrade
Kit.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

CMS11 O&A Documentation

--------------------------------------------------------------------------------
Glossary and Acronyms Reference guide
--------------------------------------------------------------------------------
Advanced Operating Procedures User Guide User guide
--------------------------------------------------------------------------------
Log Management Reference Manual Reference guide
--------------------------------------------------------------------------------
BSM Administrative Procedures User Guide User guide
--------------------------------------------------------------------------------
BSM Scripting Language Reference Manual Reference guide
--------------------------------------------------------------------------------
Command Line Interface Reference Manual Reference guide
--------------------------------------------------------------------------------
Configuration Management Reference Manual Reference guide
--------------------------------------------------------------------------------
Fault Management Reference Manual Reference guide
--------------------------------------------------------------------------------
Fault Tables Reference Manual Reference guide
--------------------------------------------------------------------------------
Getting Started User Guide User guide
--------------------------------------------------------------------------------
Network Parameter Settings Guidelines Reference Reference guide
Manual
--------------------------------------------------------------------------------
Operation and Administration Fundamentals User User guide
Guide
--------------------------------------------------------------------------------
Performance Management Reference Manual Reference guide
--------------------------------------------------------------------------------
Routine Operating Procedures User Guide User guide
--------------------------------------------------------------------------------
System Overview Reference guide
--------------------------------------------------------------------------------

Note: This document list represents the CMS11 O&A Documentation Kit for product
Release [*]. Documentation Kit contents may change between now and delivery of
commercial software as required to accurately document commercial product
shipped to Owner. Documentation delivered at commercial release will reflect
actual Documentation Kit required for CMS11 O&A.

CMS11 Upgrade Documentation

--------------------------------------------------------------------------------
System Upgrade Procedures Procedure
--------------------------------------------------------------------------------
System Upgrade Checklist Checklist
--------------------------------------------------------------------------------

Note: This document list represents the CMS 11 BSC Upgrade Kit for product
Release [*]. Documentation Kit contents may change between now and delivery of
commercial software as required to accurately document commercial product
shipped to Owner. Documentation delivered at commercial release will reflect
actual Documentation Kit required for CMS11 BSC Upgrade Kit.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

CMS 11 BSC Product Documentation

--------------------------------------------------------------------------------
Site Preparation Guidelines Procedure
--------------------------------------------------------------------------------
Site Preparation Guidelines Checklist Checklist
--------------------------------------------------------------------------------
Site Survey Procedure
--------------------------------------------------------------------------------
Site Acceptance History Checklist
--------------------------------------------------------------------------------
Site Log Book Reference
--------------------------------------------------------------------------------
Installation Manual Procedure
--------------------------------------------------------------------------------
Installation Checklist Checklist
--------------------------------------------------------------------------------
Commissioning Manual Procedure
--------------------------------------------------------------------------------
Commissioning Checklist Checklist
--------------------------------------------------------------------------------
Maintenance Manual Procedure
--------------------------------------------------------------------------------

Note: This document list represents the CMS11 BSC Product Kit for product
Release [*]. Documentation Kit contents may change between now and delivery of
commercial software as required to accurately document commercial product
shipped to Owner. Documentation delivered at commercial release will reflect
actual Documentation Kit required for CMS11 BSC Product Kit.

RBS 11XX Product Documentation

--------------------------------------------------------------------------------
Field Guide Procedure/Reference
--------------------------------------------------------------------------------
Pocket Guide Reference
--------------------------------------------------------------------------------
Advanced User Guide User Guide
--------------------------------------------------------------------------------

Note: This document list represents the RBS 11XX Product Kit for product Release
[*]. Documentation Kit contents may change between now and delivery of
commercial software as required to accurately document commercial product
shipped to Owner. Documentation delivered at commercial release will reflect
actual Documentation Kit required for RBS Product Kit.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Documentation Details

Vendor's documentation architecture is organized into three families of
documents:

1. Operation and Administration documentation. Contains information required
to operate and administer the system once it is operational. Contains
reference manuals that provide general overviews of the system and how it
works, as well as procedural user manuals that detail how different aspects
of the system should be performed.

2. Upgrade documentation. Provides procedural information on upgrading a
system from one product release to the next.

3. Product documentation. Contains information required to select a product
site, prepare the site to accept the product, install the product at the
site, commission the equipment to prepare for service in the system, and
maintain the product once operational.

Operation and Administration Details

Below is a description of the operation and administration documents typically
provided by Vendor in support of its CMS11 BSC, RBS11 XX, and CMS11 system.
These descriptions provide the purpose and content corresponding to the [*]
Product Release. Document content may change between now and delivery of the
commercial software. Documentation delivered at commercial release will reflect
actual documentation content required for the CMS11 System.

BSC Glossary and Acronyms

Description: Provides a glossary and list of acronyms used in the Operational
and Administration documentation set, and serves as a reference for users that
have questions about terms found in the documentation.

Advanced Operating Procedures Users Guide

Description: Provides information on the step-by-step procedures used by BSM
staff to perform advanced tasks. Tasks covered in this guide include responding
to alarms, assessing system status, maintaining the BSM, reconfiguration, and
optimizing call processing.

Log Management Reference Manual

Description: Provides information on creating custom log templates, reading log
formats, and starting logs within the BSM environment.

BSM Administrative Procedures User Guide

Description: Provides information on the detailed procedures of the staff member
responsible for overall management of the BSM. The tasks covered include setting
up the operator center, managing system security, system backup and restore,
coordinating upgrades and additions, and maintaining procedures.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

BSM Scripting Language Reference Manual

Description: Provides information on advanced system tools capabilities
available to administrators and network engineers through use of the Base
Station Manager's scripting language capability.

Command Line Interface Reference Manual

Description: Provides information on advanced system tools capabilities
available to administrators and network engineers through use of the Base
Station Manager command line interface capability.

Configuration Management Reference Manual

Description: Provides information on how to set initial attributes or modify
existing attributes of the CMS11 BSC and RBS 1106 equipment using [*] through
the BSM.

Fault Management Reference Manual

Description: Provides information on the concepts behind fault management, and
advanced topics such as remapping alarms and alarm paging through the BSM.

Fault Tables Reference Manual

Description: Provides a list of CMS11 system faults.

Getting Started Users Guide

Description: Provides a basic overview of the BSM environment and common
procedures used at the BSM to perform more complex tasks described elsewhere in
the O&A documentation. Includes basic procedures for using each operator
interface: the [*].

Network Parameter Setting Guidelines Reference Manual

Description: Provides information on the configurable parameters used in the
system. The emphasis is on parameters that affect system performance.
Information includes definition, type, subsystem, range, recommended settings,
and setting tradeoffs for parameters.

Operation and Administration Fundamentals User Guide

Description: Provides information regarding tools used by BSM staff to operate
the system. The focus of this guide is how to operate each tool available in the
operator interfaces.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Performance Management Reference Manual

Description: Provides information outlining resources and guidelines for using
the BSM to manage system performance. Includes conceptual and detailed
descriptions of data collection, logging, analysis, and management tasks related
to system performance.

Routine Operating Procedures User Guide

Description: Provides information on step-by-step procedures used by BSM staff
to perform routine tasks. Tasks covered by this guide include responding to
alarms, assessing system status, maintaining the BSM, reconfiguration, and
optimizing call processing.

System Overview

Description: Provides an introduction to the BSM's role in the CDMA cellular
land network. Includes descriptions of physical components and functional
structure of the BSM, concept of operations, and structure of the O&A
documentation set.

Upgrade Documentation Details

Below is a description of the upgrade documents provided by Vendor in support of
the CMS11 BSC, RBS [*], and CMS11 System. These descriptions cover the
anticipated purpose and content corresponding to the [*] Product Release.
Document content may change between now and delivery of commercial software.
Documentation delivered at commercial release will reflect actual documentation
content required for the CMS11 System.

System Upgrade Procedures

Description: Contains detailed procedural descriptions of the steps necessary to
upgrade a system running a previous product software release to the latest
version of software. Includes information on planning, performing, and testing
at various steps to assure that a stable operational environment is achieved
after the upgrade.

System Upgrade Checklist

Description: Provides upgrade staff with a detailed checklist to assure that
critical processes have been performed, record key system parameters, and
provide a final sign-off mechanism for a system upgrade.

CMS 11 BSC Product Documentation Details

Below is a description of the documents provided by Vendor in support of the
CMS11 BSC. These descriptions cover the anticipated purpose and content
corresponding to the [*] Product Release. Document content may change between
now and delivery of commercial software. Documentation delivered at commercial
release will reflect actual documentation content required for the CMS11 BSC.

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

Site Preparation Guidelines

Description: Provides information on construction and modification of facilities
to prepare them to accept the installation of CMS11 BSC equipment. Describes
facilities requirements that must be in place prior to the installation stage of
equipment deployment.

Site Preparation Guidelines Checklist

Description: Provides a detailed checklist to assure that critical processes
have been performed, record key site information, and provide a final sign-off
mechanism for site preparation.

Site Survey

Description: Tool to aid Vendor engineers and customer representatives in
documenting site characteristics for the prospective installation of CMS11 BSC
equipment. Includes site access and survey details, internal site requirements,
GPS antenna details, equipment rack installation details, and network management
center installation details.

Site Acceptance History

Description: Three-ring binder provided to Vendor field engineers and Owner
representatives as a location to collect and store information gathered during
preparation and installation of CMS11 BSC equipment at a site.

Site Log Book

Description: Resides at the CMS11 BSC site and is used to record information
about CMS11 BSC configuration, CCA details, maintenance performed, and other
information that is needed for historical understanding of the CMS11 BSC
installed at a site.

Installation Manual

Description: Provides a sufficient level of technical reference data to allow a
knowledgeable technician to install CMS11 BSC equipment. Details include GPS
antenna installation; rack installation; power, grounding and cabling; and
hardware installation. Provides instruction for preparing the equipment for
loading of standard software for system commissioning.

Installation Checklist

Description: Provides a detailed checklist to assure that critical processes
have been performed, record key information, and provide a final sign-off
mechanism for CMS11 BSC installation.

Commissioning Manual

Description: Provides sufficient level of technical reference data to allow a
knowledgeable field engineer to commission CMS11 BSC equipment. Details include
CDSU configuration, backhaul troubleshooting and testing, jumpstart and ethernet
procedures, BSM procedures, and software

download procedures. Provides instruction for preparing the equipment for
loading of commercial software.

Commissioning Checklist

Description: Provides a detailed checklist to assure that critical processes
have been performed, record key information, and provide a final sign-off
mechanism for a CMS 11 BSC commissioning.

Maintenance Manual

Description: Provides a technical reference for maintenance, repair,
troubleshooting, configuration, and operational testing of the CMS11 BSC after
the system is operational. Provides a sufficient level of technical reference
data to allow a knowledgeable technician to isolate and repair the majority of
equipment faults of an unanticipated nature. In addition, the manual provides
information on periodic maintenance procedures and field replacement of faulty
components.

RBS 1106 BSC Product Documentation Details

Below is a description of the documents provided by Vendor in support of the RBS
[*]. These descriptions cover the anticipated purpose and content corresponding
to the [*] Product Release. Document content may change between now and delivery
of the commercial software. Documentation delivered at commercial release will
reflect actual documentation content required for the RBS [*].

Field Guide

Description: Provides all information necessary to identify and prepare a site,
install, commission, and maintain Vendor's RBS [*] product. This compact
document provides the information a field engineer or cell technician will
require for basic field needs on this product.

Pocket Guide

Description: Pocket guide containing summary information from the field guide to
aid field personnel familiar with the RBS [*] product as a reference source.

Advanced Users Guide

Description: Provides advanced users with a reference document to conduct
advanced troubleshooting and configuration of the RBS [*] product in the field.

MSC Documentation

[***]

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

EXHIBIT 10.27 SYSTEM EQUIPMENT PURCHASE AGREEMENT

Document Metadata

Document Metadata

Table of Contents