Sample Business Contracts

Beta-Site Agreement - InterDigital Communications Corp. and Worldwide Wireless Corp. Inc.

Sponsored Links

                             BETA-SITE AGREEMENT

THIS AGREEMENT, made as of the last date indicated below (hereinafter 
"Effective Date"), by and between InterDigital Communications Corporation, a 
Company, having offices located at 781 Third Avenue, King of Prussia, PA, 
19406-1409 (hereinafter "IDC"), and Worldwide Wireless Corporation, Inc., 
having offices at 6 East 43rd St., New York, N.Y., 10017 (hereinafter 

WHEREAS IDC is in the process of commercializing a wireless local loop 
equipment ("TrueLink(TM) ") based upon IDC's proprietary Broadband Code 
Division Multiple Access(TM) (B-CDMA(TM)) wireless communications technology 

WHEREAS IDC is desirous of deploying initial commercial TrueLink(TM) 
equipment at a site in the United States;

WHEREAS WWW is in the business of operating wireless CATV networks, 
including various service territories located in Vermont and desires to 
expand the scope of services to include wireless voice and other services 
provided by TrueLink(TM);

WHEREAS WWW is desirous of acquiring such TrueLink(TM) equipment for use in 
the Vermont Beta-Site (as hereinafter defined); and

NOW THEREFORE, in consideration of the premises and of the mutual covenants 
and agreements hereinafter set forth IDC and WWW covenant and agree as 

1.0 - DEFINITIONS  In addition to the definitions in SCHEDULE-A (TECHNICAL 
SPECIFICATION) and SCHEDULE-B, IDC's standard Terms and Conditions sheet 
(Terms and Conditions), both of which are incorporated herein, the following 
terms and conditions shall apply:

      "TrueLink(TM) equipment" shall mean a broadband code division multiple 
access wireless local loop product (including base stations and subscriber 
units) as embodied in the technical specifications identified in "SCHEDULE - 
A" attached hereto and made a part hereof, or as modified from time to time 
according to the terms of this Agreement.

      "INTELLECTUAL PROPERTY RIGHTS" shall mean the legally recognized and 
enforceable ability to prohibit others from making, having made, using or 
selling ideas, articles of manufacture or methods for use of articles of 
manufacture, embodying B-CDMA Wireless Local Loop Product including PATENTS, 

      "BETA-SITE" shall mean a location in Vermont, mutually agreeable to 
IDC and WWW where the "TrueLink(TM) " equipment is to be installed and which 
is suitable for providing subscriber service to the surrounding area.

      "Vendor" when referred to in SCHEDULE-B shall mean IDC.

      "Purchaser" when referred to in SCHEDULE-B shall mean WWW.

      "Material Breach" small mean those conditions as defined herein and 
any other condition which substantially impairs the value of this Agreement 
to the non-aggrieved party.

      "MMDS" - Multichannel Multipoint Distribution Service.  Two sets of 
four channels, commonly referred to as "Wireless Cable".

2.0 - OBLIGATIONS OF IDC  IDC agrees, subject to WWW's obligations 
hereunder, to supply to WWW and WWW agrees to purchase from IDC, 
TrueLink(TM) equipment for the purpose of providing, from a base station 
location, wireless services (as specified according to SCHEDULE - A) 
pursuant to a joint effort between IDC and WWW as part of what is 
hereinafter referred to as a Beta-Site effort capable of supporting up to 
***** numbers of lines when fully loaded, in a post Beta operative mode, as 
these terms is used in the industry;

      IDC agrees to cooperate with and jointly decide upon, with WWW, a 
suitable site for the Beta-Site effort and appropriate specific use of the 
TrueLink(TM) equipment;

      IDC agrees to provide all reasonably necessary and appropriate 
installation services with respect to the TrueLink(TM) equipment;

      IDC agrees to provide all reasonably necessary and appropriate 
propagation services utilizing the coordination and other relevant 
information to be supplied by WWW;

      IDC agrees, subject to receipt of WWW's payments provided hereunder, 
to provide an extended limited warranty (as recited in SCHEDULE-B) covering 
maintenance and operation the TrueLink(TM) equipment and Software therein, 
commencing upon final Acceptance of the operation of the TrueLink(TM) 
equipment and for an additional period of six (6) months beyond the warranty 
period of SCHEDULE-B.  Thereafter IDC agrees to provide maintenance for the 
TrueLink(TM) equipment and Software according to IDC's then usual and 
customary pricing, terms and conditions.

3.0 - OBLIGATIONS OF WWW  Purchase Price.  WWW shall pay IDC as the purchase 
price(s) for the TrueLink(TM) equipment, including all services provided by 
IDC herein, as follows:

      $1,500.00 for each FSU, as described in SCHEDULE - A;

      $80,000.00 for all infrastructure equipment necessary to accommodate 
up to ten (10) FSU's, as described in SCHEDULE - A; and thereafter in order 
to increase the subscriber capability of the TrueLink(TM) equipment to be 

      An additional $70,000.00 for all infrastructure equipment necessary to 
accommodate FSU's units eleven (11) through one hundred (100), as described 
in SCHEDULE - A; and thereafter in order to increase the subscriber 
capability of the TrueLink(TM) equipment to be provided;

      An additional $100,000.00 for all infrastructure equipment necessary 
to accommodate FSU's units one hundred one (101) through five hundred (500), 
as described in SCHEDULE - A

      Payment for such amounts shall be as follows:

            20% upon initial shipment of each piece or component of the 
      TrueLink(TM) equipment by or on behalf of IDC;

            30% upon substantial completion of installation of the 
      associated piece or component of the TrueLink(TM) equipment by 
      or on  behalf of IDC;

            The remainder of 50% upon final acceptance of the associated 
      piece or component of the TrueLink(TM) equipment as determined 
      according to the specifications in SCHEDULE - A

      IDC will provide all services specified and required herein for an 
amount, in addition to the equipment amounts specified above, which is 
estimated as not exceeding $60,000.00, payable as follows:

      $600.00 per man-day, to be billed by IDC according to IDC's usual and 
customary billing practices.

      Travel costs associated with such services, are not included in such 
services amount of $60,000.00, but shall be reimbursed in full to IDC on an 
actual disbursement basis, plus 5%, billed and payable in the same fashion 
as services above.

      Transportation.  All transportation and shipping costs for the 
TrueLink(TM) equipment will be shipped according to IDC's usual and 
customary practices.

      Test and Design Support.  WWW agrees to utilization of and cooperation 
with IDC of the Beta Test site for full design and equipment verification of 
all TrueLink(TM) equipment supplied by IDC.

      Provide Required Access  WWW shall arrange for IDC and its 
subcontractors to have access to all reasonably necessary WWW facilities, 
and to the extent necessary subscriber's premises as required for the 
performance of this Agreement.

      Information and Data  WWW shall make available to IDC upon request 
such information and data (such as, but not necessarily limited to: reports, 
studies, documents, records, plans, surveys, photographs, drawings, etc.) as 
are available to it and as required for the performance of this Contract.

      WWW Furnished Facilities and Equipment

      WWW shall provide all required building space, including 
rehabilitation and modifications as necessary, outside plant systems, and 
commercial power as may be necessary or are set forth in the Technical 
Specifications in SCHEDULE-A.

      The delivery, installation, Hand Over and/or acceptance test dates or 
schedule  ("delivery dates"), as determined in SCHEDULE-A required of IDC 
under this Agreement are based upon the expectation that WWW shall perform, 
on a timely basis, its obligations under this Agreement and that WWW 
furnished facilities and TrueLink(TM) equipment set forth in this Agreement 
are suitable for its intended use and will be available to IDC as required 
in this Agreement, or, if not so stated, in sufficient time to enable IDC to 
meet such delivery dates.  In the event that support services or property 
are not delivered to IDC by such time or times, WWW shall, upon timely 
written request made by IDC, make a determination of the delay, if any, 
occasioned IDC thereby, and shall equitably adjust the delivery date and any 
other contractual provision affected by any such delay, in accordance with 
the procedures provided for in this Agreement.  In the event the facilities 
are, as made available to IDC,  in a condition not suitable for the intended 
use, IDC shall, upon receipt thereof, notify WWW of such fact and , as 
directed by WWW and at WWW's expense, effect repair or modification, in 
accordance with this Agreement.  Failure by WWW to render or authorize WWW 
to render such facilities as suitable shall be deemed a Material Breach of 
this Agreement.

4.0 - COORDINATION & TIME FOR PERFORMANCE  Technical Liaison.  Within ten 
(10) days of the effective date of this Agreement, WWW and IDC agree to each 
appoint a individual Technical Liaison ("Liaison") who shall act as 
intermediaries for their respective companies.  Each Liaison shall be 
responsible for coordinating the exchange of all information, providing 
formal review and approval of that companies technical obligations 
hereunder.  All technical or technically coordinated issues must be approved 
in writing by each Liaison in order to be effective.

      Site Selection.  WWW and IDC agree to mutually select and each Liaison 
shall approve an appropriate geographical location for installation of the 
TrueLink(TM) equipment utilizing the mapping capabilities and related 
information and assistance supplied by IDC and other relevant criteria as 
defined in SCHEDULE - A within _____days of the effective date of this 

      Engineering Design & Specifications.  Within _____days of the 
effective date of this Agreement WWW and IDC agree to draft an appropriate 
Engineering Design & Specification Document suitable to the Beta-Site and 
consistent with the specifications of TrueLink(TM), and addressing relevant 
technical issues such as protocols, equipment characteristics, power and the 
like and when finalized and approved by each Liaison shall become a part of 
SCHEDULE - A hereto.  Such Engineering Design & Specifications shall address 
and include, in addition to TrueLink(TM) equipment operating and performance 
characteristics :

      Testing (Partial & Full Loading), including testing schedules, test 
      parameters and the like;

      B-CDMA TrueLink(TM) Equipment Acceptance criteria; and

      Commercial Availability which shall be upon successful TrueLink(TM) 
      equipment design, installation, testing and acceptance.

      ACCEPTANCE  The TrueLink(TM) equipment shall be considered complete 
and ready for Acceptance tests pursuant to IDC's relevant Installation 
Verification Test Procedure ("IVTP") when the network base station of the 
TrueLink(TM) equipment is, in IDC's judgement, in working order.

      IDC shall inform WWW in writing of the completion and readiness for 
Acceptance testing of the TrueLink(TM) equipment at least one (1) week in 
advance of the scheduled testing.  The IVTP shall be conducted by IDC for a 
period of time as mutually determined in SCHEDULE-A.  IDC shall promptly 
correct any substantive defect for which it may be responsible.

      Upon successful completion of an IVTP for the TrueLink(TM) equipment, 
a certificate of Acceptance shall be issued by WWW within two (2) weeks 
therefrom.  If WWW does not issue the certificate of Acceptance within said 
period, the Acceptance shall be deemed to have been made on the date IDC 
informed WWW that the TrueLink(TM) equipment is ready for Acceptance tests, 
and IDC may execute such certificate on WWW's behalf.  In addition, if WWW 
puts the TrueLink(TM) equipment into commercial operation before Acceptance 
without IDC's consent, the Acceptance certificate shall be deemed to have 
been issued by WWW as of the time commercial operations commenced, and IDC 
may execute such certificate on WWW's behalf.

5.0 - INDEPENDENT RELATIONSHIP  IDC and WWW are independent entities and 
neither is the agent or representative of the other.  Neither is authorized 
to enter into any agreements to bind the other.  The commercial relationship 
between IDC and WWW shall remain that of seller and purchaser and nothing 
herein shall create or imply any partnership, franchise, employment or 

purpose other than implementation of this Agreement any portion of the 
CONFIDENTIAL INFORMATION  or TRADE SECRETS supplied by or garnered from IDC 
hereunder or any patent, trademark, or other INTELLECTUAL PROPERTY RIGHTS of 
IDC nor copy any IDC designs of any IDC products, including but not limited 
to the TrueLink(TM) equipment.  Acknowledging that the damages sustainable 
by IDC as a consequence of any breach of WWW's obligations under this 
Section may be difficult to measure in monetary terms, WWW hereby agrees 
that IDC shall be entitled (1) to have the continuation of any such breach 
permanently enjoined and (2) to an award of exemplary damages in an 
appropriate amount determined by arbitration as provided herein.

      It is understood and acknowledged by WWW that during the course of 
this Agreement, WWW will be exposed to and may receive CONFIDENTIAL 
INFORMATION and/or TRADE SECRETS from IDC.  Accordingly, IDC agrees to make 
known to WWW, and WWW agrees to receive CONFIDENTIAL INFORMATION only for 
the purposes allowed by and consistent with this Agreement and subject to 

      Upon the expiration or termination of the Agreement, unless otherwise 
agreed between the parties, WWW shall promptly return to IDC all proprietary 
information furnished hereunder together except for those necessary for the 
use, operation and maintenance of the TrueLink(TM) equipment.

      Any material or substantive change to any documents or manuals 
provided by IDC requires the prior written approval of IDC.

7.0 - DISCLOSURE OF INFORMATION TO IDC  WWW shall promptly disclose to IDC 
the details of any and all authorized modifications, changes, or 
improvements in and to said TrueLink(TM) equipment.  All unauthorized 
modifications, changes, or improvements in and to said TrueLink(TM) 
equipment shall from that point forward void all warranties provided herein.  
This clause shall survive termination of this Agreement.

8.0 - INTELLECTUAL PROPERTY RIGHTS  WWW agrees to assign to IDC all 
INTELLECTUAL PROPERTY RIGHTS from any modifications, changes or improvements 
by WWW, whether authorized or not,  or any of its employees or 
subcontractors thereto, developed during the course of this Agreement or as 
a result of WWW's use of the TrueLink(TM) equipment.  WWW agrees to assist 
IDC in perfecting such rights and warrants that its employees and/or 
subcontractors are contractually and legally required to assign such rights 
to or on behalf of WWW.  IDC agrees to grant back to WWW personally, a 
perpetual, royalty-free, non-exclusive, non-transferable, non-assignable 
license to use INTELLECTUAL PROPERTY RIGHTS only on the TrueLink(TM) 
equipment under this Agreement.

9.0 - COMPLIANCE WITH LAWS  Compliance.  Both parties herein shall comply 
with all applicable federal, provincial and local laws, ordinances and 
regulations in connections with their performance of this Agreement.

      Licenses, Permits etc.  All licenses, permits, government approvals, 
customs duties, and any other documents or payments, which are required to 
be executed and paid in connection with the lawful use, shipment to, and 
installation of the TrueLink(TM) equipment at the Selected Site, shall be 
obtained and paid for by WWW.

      WWW acknowledges, represents and warrants that they have obtained all 
usual and necessary licenses to operate the TrueLink(TM) equipment which 
specifically include frequency and bandwidth allocation and usage permits 
and/or licenses with respect to the TrueLink(TM) equipment.

10.0 - TIME TO CURE  Upon the occurrence of a Material Breach, the non-
breaching party shall send Notice to the breaching party, stating with 
particularity the nature of such breach and, if appropriate, a suggested 
remedy.  In the event that the breaching party fails  to correct or cure any 
material breach under this Agreement within sixty (60) calendar days after 
receipt by the other party of a written notice from such party specifying 
such breach, the non-breaching party shall send Notice to the breaching 
party of that parties failure to cure, stating such reasons with 
particularity.  As a result thereof the non-breaching party, may at its 
discretion, deem the contract to be breached and entitled to and pursue 
relief as provided for in this Agreement.

11.0 - ASSIGNMENT OR SALE  Acquisition, Assignment or Sale.  With the 
exception of a contemplated Initial Public Offering by WWW, WWW shall not 
sell, assign, delegate, or otherwise transfer any of its rights or 
obligations hereunder without the prior written consent of IDC.  Any such 
attempted sale, assignment, delegation or transfer in contravention of the 
terms of this Agreement shall be void and of no effect.

12.0 TERMINATION  Rights of Parties on Termination.  The following 
provisions shall apply on the termination of this Agreement.

      All indebtedness of WWW to IDC shall become immediately due and 
payable without further notice or demand, which is hereby expressly waived, 
and IDC shall be entitled to reimbursement for any reasonable attorneys' 
fees that it may incur in collecting or enforcing payment of such 

      WWW shall remove from its property and immediately discontinue all 
use, directly or indirectly, of trademarks, designs, and markings owned or 
controlled, now or hereafter, by IDC, or of any word, title, expression, 
trademark, design, or marking that, in the opinion of IDC, is confusingly 
similar thereto.

      IDC shall have no obligation to repurchase or to credit WWW for its 
TrueLink(TM) equipment and/or inventory of the TrueLink(TM) equipment at the 
time of termination of this Agreement.  IDC may, at its sole option and 
without any obligation whatsoever to do so, repurchase from WWW, without 
WWW's consent, the TrueLink(TM) equipment at IDC's price to WWW, less costs 
and expenses incurred by IDC to that point.

      If the period of non-performance or delay due to Force Majeure shall 
exceed ninety (90) days from the giving of notice pursuant to this Agreement 
then both parties shall meet to consult and agree on the necessary 
arrangements for the further implementation of the Contract.  In case no 
mutual agreement is reached, then either party may, following the giving of 
thirty (30) days notice to the other, terminate the Contract.  In the event 
of such termination, IDC shall be paid by WWW for all work undertaken.  In 
addition, the settlement of any other expense that IDC may have incurred in 
relation to termination of this Contract by WWW pursuant to this Clause 
shall be subject to negotiation by the parties.  In case the parties fail to 
come to an agreement, the matter shall be settled through arbitration as 
provided for in this Agreement.

      Termination for WWW's Default

      IDC may, upon fifteen (15) days prior written notice, terminate this 
Contract if WWW:

      (a) should be adjudged bankrupt;

      (b) should make a general assignment for the benefit of its creditors;

      (c) should have a receiver appointed on account of its insolvency; or

      (d) should have an attachment made upon its properties and it is not 
          vacated or the claim otherwise secured within fifteen (15) days

      If WWW cures or commences cure, and diligently prosecutes the same to 
completion, a default during the fifteen (15) day notice period, IDC shall 
not terminate this Contract.

      If this Contract is terminated as provided for immediately above, IDC 
may require WWW to accept title and delivery by IDC in the manner and to the 
place directed by WWW (i) any completed supplies, and (ii) such 
manufacturing materials as IDC has specifically acquired for the performance 
of this Contract; and WWW shall, upon direction of IDC protect and preserve 
property in the possession of WWW in which IDC has an interest.

13.0 - NOTICES  All notices under this Agreement shall be in writing and 
given by express mail service with copy by facsimile addressed to the 
parties at the addresses immediately below or to such other address of which 
either party may advise the other in writing.  Notices will be deemed given 
when sent.

            If to IDC:

                             InterDigital Communications Corporation
                             781 Third Avenue
                             King of Prussia, Pennsylvania 19406
                             Attention: General Counsel
                             Phone:  (610) 878-7800
                             Fax:    (610) 992-9432

            With a copy to:

                             Technical Liaison

            If to WWW:

                  Attention: ______________________________
                             Phone: (____) ________________
                             Fax: (____) __________________

                  With a copy to:

                              Technical Liaison

14.0 - CHANGE OF PRODUCT  IDC shall have the absolute right without advance 
notice to WWW to change or modify any TrueLink(TM) equipment in a manner 
which does not change its functionality or performance characteristics.  IDC 
shall have the absolute right at any time upon ninety (90) days prior notice 
to WWW to cease to manufacture and sell or otherwise supersede the 
TrueLink(TM) equipment.  IDC shall have no liability to WWW with respect to 
any such change.

15.0 - NEW OR ENHANCED PRODUCT  It is understood that WWW intends to 
ultimately expand its service it provides to its subscribers to MMDS 
services including POTS and ISDN services as described in SCHEDULE - A.  As 
such migration becomes available from IDC, IDC agrees to offer and provide 
WWW the ability and assistance to migrate from the capabilities of the 
"TrueLink(TM) equipment" supplied hereunder to such MMDS capable equipment, 
upon reasonable terms and conditions.

16.0 - TRADEMARK AND PUBLIC DISCLOSURES  WWW agrees to keep the information 
contained in this Agreement, and the negotiations preceding it in 

      However, it is understood that WWW may wish to disclose and/or make 
public milestones and the like pursuant to this Agreement and to that end, 
WWW agrees to provide IDC with a copy of any proposed disclosure and to 
allow IDC to make modifications thereto in order to ensure the accuracy 
thereof, including correct and appropriate use of IDC trademarks or 
TrueLink(TM) descriptions, specifications or performance.  WWW agrees to 
provide such proposed disclosure in sufficient time to allow IDC to do such.

      WWW agrees that both during the term of this Agreement and after 
termination thereof, WWW will not use any trademark, service mark or trade 
name of IDC or terms similar thereto in connection with the business of WWW 
without the review and written approval of IDC.

17.0 - MISCELLANEOUS  The headings in the Agreement are included for 
convenience only and shall not be construed as limiting in any manner.

      Failure to enforce any of the terms and conditions of this Agreement 
shall not be deemed a waiver of any rights and privileges that a party has 
under this Agreement.  In order for there to be a waiver of any term or 
condition of this Agreement, such waiver must be in writing and signed by 
the party making the waiver.

      This Agreement shall be fairly interpreted in accordance with its 
terms and conditions and the terms and conditions shall not be strictly 
interpreted in favor of or against either party.  The use of the singular or 
plural form shall include the other form and the use of the masculine, 
feminine or neuter gender shall include the other.

      Either party shall be excused from delays in performing or from its 
failure to perform hereunder to the extent that such delays or failures 
result from causes beyond the reasonable control of such party; provided 
that, in order to be excused from delay or failure to perform, such party 
must act diligently to remedy the cause of such delay or failure.

      IDC does not grant to WWW any right or license under any INTELLECTUAL 
PROPERTY RIGHTS other than those rights specifically set forth herein.

      In the event of a conflict of terms as between this Agreement proper 
and either SCHEDULE-A or SCHEDULE-B, the terms of this Agreement proper 
shall prevail.

18.0 - ARBITRATION  All issues concerning the interpretation, validity and 
performance of this Agreement for non-Patent or non-Copyright-related rights 
shall be governed by the laws of the Commonwealth of Pennsylvania as if this 
Agreement was negotiated, executed and fully performed entirely within the 

      IDC and WWW waive court litigation of disputes arising under this 
Agreement, and agree to resolve any such disputes through binding 
arbitration in King of Prussia, Pennsylvania.  Both parties wish to complete 
arbitration proceedings as expeditiously and as cost effectively as 
possible, preferably within one hundred twenty days from initiation of 
proceedings.   The arbitration shall be governed by the United States 
Arbitration Act, 9 U.S.C. Sections 1-16, and any award arising from the 
arbitration can be enforced in a court of law having subject matter and 
personal jurisdiction.

      Arbitration shall be conducted in accordance with the Center for 
Public Resources Rules for Non-Administered Arbitration of Business Disputes 
by a sole arbitrator.  The arbitrator shall render his or her decision 
strictly in accordance with the terms and provisions of this Agreement.  The 
arbitrator should have no authorization to award any punitive or 
consequential damages.  The arbitrator shall render a decision by stating 
reasons therefor in a written opinion.  Arbitration shall be a private 
proceeding between the parties and it shall have no collateral estoppel 
effect with respect to non-parties.

      The arbitrator shall be an attorney having at least ten (10) years 
experience in relevant wireless local loop technology.  If the parties 
cannot agree on an arbitrator, then one will be picked by the Center for 
Public Resources from its list of arbitrators having such qualifications who 
are not retained or regularly employed by IDC or WWW, or any of the 
respective parties competitors.

      If any accounting is ordered after a determination of liability, then 
such accounting shall be conducted by a Certified Public Accountant mutually 
agreeable to the parties, or if there is no agreement, one appointed by the 
arbitrator, whose CPA firm is not engaged by IDC or WWW, or any of the 
respective parties competitors.

      The costs payable to the Center for Public Resources, the arbitrator 
or the Certified Public Accountant immediately above shall be equally shared 
by IDC and WWW.

      IN WITNESS WHEREOF, and intending to be legally bound, the undersigned 
parties have duly executed this Agreement under seal effective as of the 
date last written below.

ATTEST:                                INTERDIGITAL COMMUNICATIONS

                                       By: /s/ William A. Doyle
                                       William A. Doyle    Date August 12, 1997

ATTEST:                                WORLDWIDE WIRELESS INC.

                                       By: /s/ Scot A. Wendel
                                       Scott A. Wendel     Date August 12, 1997
                                       Chief Operating Officer

                                SCHEDULE - A

                           TECHNICAL SPECIFICATION

      Initial frequency contemplated at being 1.8gHz;

Equipment Provided:

The Central Office Terminal (COT) and Radio Distribution Unit (RDU) 
equipment connect the TrueLink(TM) Radio Carrier Station (RCS) to the phone 
network switch.  The RCSs are the "base stations".  The Fixed Subscriber 
Units (FSUs) are installed at the customers premises.  The Local Craft 
Terminals (LCTs) and Field Measurement Units (FMUs) are used for 
installation and system control.

The site, when completely built-out will consist of 1 RDU, 17 COTs, 5 LCTs, 
2 RCSs, 500 FSUs and 2 FMUs.

Time Frame:

The equipment, and more importantly the system's operation, will be 
installed and made operational on a phased schedule.  During this period 
service may be interrupted as RDU, COT and RCS capacity is increased and / 
or modified.  The final schedule will depend on material availability, 
availability of installation personnel and system performance.  Phases shall 
not be initiated until the installation and verification of system 
performance is verified for the previous stage.

The installation of the base station equipment will start on 31 January, 
1998.  By 28 February, 1998, the RDU, a COT for 30 users, an RCS, and 2 test 
FSUs will be installed and operating.  It is anticipated the first 
residential user will be making phone calls by mid March.

Starting 3 March, 1998, the initial 10 FSUs will be installed and brought 
on-line in sequential order over a period of approximately 2 weeks.  The 
installation schedule will then proceed as follows:

From 17 Mar. to 28 Mar.   10 additional users will be brought on-line, 2 at 
                          a time.

From 31 Mar. to 11 Apr.   15 additional users, up to 3 at a time.

From 14 Apr. to 30 Apr.   20 additional users, up to 4 at a time.

From 1 May to 30 May      30 additional users, up to 5 at a time.

From 2 Jun. on            50 to 100 additional users per month, depending on 
                          installers available and deployment area.

Provided Services / Capabilities

32 Kbit/s ADPCM - Voice call - with dial and D(TM)F capability.

64 Kbit/s PCM channel for up to 14.4 Kbit/s FAX and 28.8 Kbit/s modem data.

All equipment is supplied for indoor installation and use only.

Network interface will be 2 wire analog provided by conversion of V5.1 
interface with COT.  RCS Antenna height will be the maximum that WWW can 
provide.  The RCS antenna will be omni-directional.

      The FSU antenna height shall not extend beyond the roof line, except 
where an existing TV antenna mast can be used, unless permission of the 
owner is granted.  There may be situations where a "line of sight" antenna 
installation aimed toward the base station will not be possible without 
extending above the roof line.

      The FSU will require 120 VAC, 60 Hz at a maximum of 30 watts.  IDC 
will assume no responsibility for installation or upgrading of customer's 
electrical service or outlets.


      Subsequent to Beta-site installation, the capability for POTS (as that 
term is used in the industry), and thereafter ISDN data capability, upon 
terms and conditions as agreed upon at that time between the parties.

                                SCHEDULE - B

                        TERMS AND CONDITIONS OF SALE


      1.  Delivery and Delay.  All quoted delivery dates and/or periods are 
approximate.  The delivery periods shall commence when Vendor shall have 
acknowledged receipt of complete specifications and/or applicable documents 
required to effect shipment, such as letter of credit, import license, 
exchange permit, shipping instructions, etc.  Risk of loss or damage in 
transit shall pass to the purchaser at the point where Vendor has fulfilled 
its obligations under the shipping term specified in this contract.  To the 
extent legal title to the goods shall be deemed by law to pass to the 
purchaser at the time of delivery to the freight forwarder and prior to 
performance of all of the purchaser's obligations hereunder, equitable title 
shall remain in Vendor until payment in full of the purchase price, and the 
purchaser shall grant, and by acceptance of the goods shall be deemed to 
have granted, to Vendor a first security interest and charge in all goods to 
secure payment of the purchase price and other amounts owing by the 
purchaser and performance of all the purchaser's obligations under this 
contract of sale.  Vendor may reclaim any goods delivered to the purchaser 
or in transit if the purchaser shall fail to make payments when due.

      Vendor reserves the right to make delivery in installments, unless 
otherwise expressly stipulated in this contract; and all such installments, 
when separately invoiced, shall be paid for when due per invoice, without 
regard to subsequent deliveries. Delay in delivery of any installment shall 
not relieve the purchaser of its obligations to accept remaining deliveries.

      Vendor shall not be liable for any damage as a result of any delay due 
to any cause beyond Vendor's reasonable control, including but not limited 
to any act of God, act of purchaser, embargo or other governmental act, 
regulation or request, fire, accident, strike, slow-down, war, riot, delay 
in transportation, delayed delivery by suppliers, and inability to obtain 
necessary labor and materials.  In the event of any such delay, the date of 
delivery shall be extended for a period equal to the time lost by reason of 
the delay.

      Claims for shortages or other errors must be made in writing to Vendor 
within thirty (30) days after receipt of shipment, and failure to give such 
notice shall constitute unqualified acceptance and a waiver of all such 
claims by the purchaser.

      2.   Descriptive Literature and Substitutes.  Catalogues, product 
brochures, photographs, and other illustrations are a general representation 
of the products offered but shall not be taken as precise and shall not form 
part of this contract.

      3.  Storage.  If the products are not shipped within fifteen (15) days 
after notification to the purchaser that they are ready for shipping, for 
any reason beyond Vendor's reasonable control, including the purchaser's 
failure to give shipping instructions, Vendor may store such products at the 
purchaser's risk in a warehouse or yard or on Vendor's premises: and the 
purchaser shall pay handling, transportation, and storage charges at the 
prevailing commercial rates on submission of invoices therefore.

      4.  Price and Payment.  The prices for the goods covered by this offer 
are Vendor's prices for such goods and/or services with (i) the exclusive 
Warranty of repair or replacement of defective parts as found in Paragraph 7 
(Warranties) below, and (ii) the Exclusion of Consequential Damages and 
Disclaimer of Liability, as found in Paragraph 8 (Exclusion ...) below, 
including the disclaimer of negligence, strict liability, and other tort 
liability, enforceable against the purchaser.  If the purchaser desires for 
Vendor to provide a greater or additional warranty and/or to be liable for 
some or all of the matters disclaimed in Paragraph 8 (Exclusion...), and/or 
to be liable for consequential or incidental damages, then the purchaser 
must notify Vendor before the purchaser accepts (or is deemed to accept) 
this offer pursuant to Paragraph 1 (Delivery and Delay), in which event 
Vendor will amend this offer to reflect higher sales prices reasonably 
compensating Vendor for assuming that additional exposure. In the absence of 
such a notification, by accepting this offer the purchaser is accepting such 
limitations and disclaimers in exchange for the lower prices set forth 

      All prices listed are payable in United States Dollars. Except as 
otherwise set forth in this offer, payment shall be by letter of credit. The 
purchaser shall, no later than sixty (60) days prior to each scheduled 
shipment date, cause to be issued for Vendor's benefit an irrevocable letter 
of credit in U.S. Dollars in the full amount of the purchase price, plus 
prepaid freight and insurance, such letter of credit (a) to be issued or 
confirmed by a prime U.S. bank acceptable to Vendor, (b) to be subject to 
and governed by the Uniform Customs and Practice for Documentary Credits 
(ICC Publication No. 400) and to be otherwise acceptable in form and 
substance to Vendor, and (c) to provide for payment to Vendor of the full 
amount of the purchase price plus prepaid freight in U.S. Dollars, on 
presentation by Vendor of sight drafts, Vendor's invoice, and such other 
documents as shall be required by the letter of credit at Vendor's U.S. 
bank.  All banking and other charges for such letter of credit are for the 
account of the purchaser.

      Payment shall be "net 30"; terms of payment are cash in full no later 
than thirty (30) days from the date of shipment, without discount.  Payments 
not made when due shall bear interest at the rate of one and one-half 
percent (1 1/2%) per month from date of shipment until paid in full.  If, 
during the period of performance of an order, the financial condition of the 
purchaser is determined by Vendor not to justify the terms of payment 
specified, Vendor may demand full or partial payment in advance before 
proceeding with the work, or satisfactory security or guarantees that 
invoices will be promptly paid when due, or, at its option without prejudice 
to other lawful remedies, may defer delivery or cancel this contract.  If 
delivery is deferred, the goods may be stored as provided herein and Vendor 
may submit a new estimate of costs for completion based on prevailing 
conditions.  If the purchaser defaults on any payment when due, or in the 
event any voluntary or involuntary bankruptcy or insolvency proceedings 
involving the purchaser are initiated by or against the purchaser, then the 
whole contract price shall immediately become due and payable on demand, or 
Vendor, at its option without prejudice to its other lawful remedies, may 
defer delivery or cancel this contract.

      5.  Taxes and Other Charges.  Any manufacturer's tax, occupation tax, 
use tax, sales tax, excise tax, value-added tax, duty, custom, inspection or 
testing fee, or any other tax, fee, or charge of any nature whatsoever 
imposed by any governmental authority on or measured by the transaction 
between Vendor and the purchaser shall be paid by the purchaser in addition 
to the prices quoted or invoiced.  In the event the Vendor is required to 
pay any such tax, fee, or charge, the purchaser shall reimburse Vendor 

      6.  Shipment.  Except as otherwise stated hereon, prices are F.O.B. 
King of Prussia, Pennsylvania USA and any charges Vendor may be required to 
pay or collect with respect to the sale, purchase, delivery, storage, 
processing, use, consumption, or transportation of the goods shall be for 
the purchaser's account.

      Method and route of shipment will be at the discretion of Vendor 
unless the purchaser shall specify otherwise, and any additional expense of 
the method or route of shipment specified by the purchaser shall be borne by 
the purchaser.

      7.  Warranties.  Vendor warrants equipment and parts manufactured by 
it and supplied hereunder to be free from defects in materials and 
workmanship (or if software, free from material defects) for a period of 
twelve (12) months from date of shipment.  If within such period any such 
equipment or parts or software shall be proved to Vendor's satisfaction to 
be so defective, such equipment or parts or software shall be repaired or 
replaced at Vendor's option. Vendor's warranty obligations shall be limited 
to such repair or replacement, shall be purchaser's exclusive remedy 
hereunder, and shall be conditioned on Vendor's receiving written notice of 
any alleged defect within ten (10) days after its discovery and, at Vendor's 
option, return of such items to Vendor's factory, Duty Paid.  This warranty 
shall not apply to equipment or parts or software not manufactured by Vendor 
or to equipment or parts or software which shall have been subject to 
modification, negligence, accident, damage by circumstances beyond Vendor's 
control, or improper operation, maintenance, modification, or storage, or to 
other than normal use or service. With respect to equipment and parts and 
software not manufactured by Vendor, the warranty obligations of Vendor 
shall in all respect conform and be limited to the warranty extended to 
Vendor by its supplier.

This exclusive remedy shall not be deemed to have failed its essential 
purpose so long as the Vendor is willing and able to replace defective 
products or issue a credit to the purchaser within a reasonable time after 
the purchaser proves to Vendor that a defect is involved.

      The warranties in this Clause are personal to Purchaser and are non-
assignable and non-transferable.  Further, these warranties do not apply to 
defects not caused by Vendor (such as acts of God, abuse, misuse, vandalism 
or improper installation or operation, unusual physical or electrical 
stress, accident, neglect, or any Force Majeure as defined herein), nor to 
Equipment or Materials which have been altered or improperly repaired by a 
party other than Vendor or persons expressly authorized to alter or repair 
Equipment or Materials on behalf of Vendor.  These warranties also exclude 
any problems directly or indirectly related to interfaces, interconnections 
or protocols not supplied by Vendor.

      8.  Exclusion of Consequential Damages and Disclaimer of Liability.  
Vendor's liability with respect to breaches of warranty shall be limited as 
provided in Paragraph 7 (Warranties) hereof. With respect to other breaches 
of this contract, Vendor's liability shall in no event exceed the contract 
limiting the generality of the foregoing, Vendor specifically disclaims any 
liability for penalties (including administrative penalties), special or 
punitive damages, damages for lost profits or revenues, loss of use of 
products or any associated equipment, cost of capital, facilities, or 
services, downtime, shut-down, or slowdown costs, spoilage of material, or 
for any other types of economic loss.

      9.  Technical and Other Information.  Any sketches, models, samples, 
or designs submitted by Vendor shall remain the property of Vendor and shall 
be treated as confidential information unless the Vendor has in writing 
indicated a contrary intent.  No use or disclosure of such sketches, models, 
and samples, or any design or production process or techniques revealed 
thereby, shall be made without the express written consent of the Vendor.

      CONFIDENTIAL INFORMATION shall mean information and data of a 
confidential nature, including but not limited to proprietary, technical, 
developmental, marketing, sales, operating, performance, cost, know-how, 
business and process information, computer programming techniques, and all 
record-bearing media containing or disclosing such information and 
techniques which is disclosed pursuant to this AGREEMENT. CONFIDENTIAL 
INFORMATION shall include any samples, models or prototypes, or parts 
thereof.  CONFIDENTIAL INFORMATION includes all work product generated 
during the course of performance of this Agreement.

      TRADE SECRET shall mean information, including a formula, pattern, 
compilation, program, device, method, technique, or process, that: (i) 
derives independent economic value, actual or potential, from not being 
generally known to, and not being readily ascertainable by proper means by 
other persons who can obtain economic value from its disclosure or use, and 
(ii) is the subject of efforts that are reasonable under the circumstances 
to maintain its secrecy.

      All CONFIDENTIAL INFORMATION delivered pursuant to this Agreement 
shall, if in written or physical form, be marked "Confidential" or similarly 
labeled by Vendor before being turned over to Purchaser; shall not be 
distributed, disclosed, or disseminated in any way or form by Purchaser 
outside its business organization (with the exception that such 
distribution, disclosure or dissemination to an associated company is 
acceptable hereunder, provided the associated company agrees in writing to 
Vendor to be bound by the terms and conditions of this Agreement), without 
the prior written consent of Vendor; shall be maintained in confidence, and 
may only be disclosed to those employees of Purchaser which are informed of 
the confidentiality obligations of this Agreement and who have a need to 
know the CONFIDENTIAL INFORMATION for the purposes described above; and 
shall not be used by Purchaser for any purposes, except as expressly stated 
herein, without the express prior written permission of Vendor.

      The obligations of the immediately preceding paragraphs  shall not 
apply, however, to any information which: is already in the public domain at 
the time of disclosure or later becomes available to the public through no 
breach of this Agreement by Purchaser; was, as between Purchaser and Vendor, 
lawfully in Purchaser's possession prior to receipt from Vendor without 
obligation of confidentiality; or is received by Purchaser independently 
from a third party free to disclose lawfully such information to the 
Purchaser without any obligation of confidentiality.

      Unless mutually agreed otherwise in writing, Purchaser's obligations 
hereunder with respect to CONFIDENTIAL INFORMATION which do not constitute 
TRADE SECRETS shall terminate ten (10) years from the date of the receipt 
thereof by the Purchaser.  Confidentiality obligations for TRADE SECRETS 
shall survive for the life of the Trade Secret.  Confidentiality obligations 
shall survive termination of this Agreement.

      10.  Purchaser's Property.  Any property of the purchaser placed in 
Vendor's custody for performance of this contract is not covered by 
insurance, and no risk is assumed by Vendor in the event of loss or damage 
to such property by fire, water, burglary, theft, civil disorder, or any 
accident beyond the reasonable control of the Vendor.

      11.  Force Majeure.  Vendor shall not be liable for any loss or damage 
as a result of Vendor's delay in or failure of delivery due to (i) any cause 
beyond Vendor's reasonable control; (ii) any act of God, act of the 
purchaser, embargo or other governmental act, authority, regulation or 
request, fire, theft, accident, strike, slowdown, or other labor 
disturbance, war, riot, delay in transportation; (iii) inability to obtain 
necessary labor, materials, components, supplies, or facilities; or (v) 
inability to obtain necessary export licenses, import licenses, exchange 
permits, etc.  Should any of the aforementioned events of force majeure 
occur, Vendor, at its option, may cancel the purchaser's order with respect 
to any undelivered goods or extend the delivery date for a period equal to 
the time lost because of delay. Notice of such election shall be given 
promptly to the purchaser.  In the event Vendor elects to so cancel the 
order, Vendor shall be released of and from all liability for failure to 
deliver the goods, including, but not limited to, any and all claims on 
behalf of the purchaser for lost profits, or for any other claim of any 
nature which the purchaser may have. If shipping or progress of the work is 
delayed or interrupted by the purchaser, directly or indirectly, the 
purchaser shall pay Vendor for all addition charges resulting therefrom.

      12.  Separability.  If any provisions of these Terms and Conditions of 
Sale supplemented as provided herein shall be deemed illegal or 
unenforceable, such illegality or unenforceability shall not effect the 
validity and enforceability of any legal and enforceable provisions hereof 
which shall be construed as if such illegal and unenforceable provision or 
provisions had not been inserted herein, unless such illegality or 
unenforceability shall destroy the underlying business purpose of these 
Terms and Conditions.

      13.  Software License.  All software products used in, for or in 
connection with the equipment, parts, subsystems or derivatives thereof (the 
"System") purchased hereunder, in whatever form, including, without 
limitation, source code, object code, microcode and mask works, including 
any computer programs and any documentation relating to or describing such 
software, such as, but not limited to logic manuals and flow charts provided 
by Vendor, including instructions for use of the software and formulation of 
theory upon which the software is based, is furnished to the purchaser only 
under a personal, non-exclusive, non-transferable license solely for 
purchaser's own use only on the System equipment furnished to purchaser by 

      The software may not be copied or modified, in whole or in part, for 
any purpose whatsoever.  The software may not be reversed, compiled, 
disassembled or otherwise reverse engineered in whole or in part.

      No title to or ownership of the software or any of its parts is 
transferred to purchaser or end user.  Title to all patents, copyrights, 
trade secrets and any other applicable rights shall remain in Vendor.

      The term of the paid up license for the software is from the date 
first above written to such time as purchaser or end user discontinues use 
of the applicable software on the System Equipment described herein.

      Notwithstanding the foregoing, Vendor shall have the right to 
terminate purchaser's or end user's license and retake possession of the 
System if purchaser or end user fails to pay any and all required license 
fees, any other payments due to Vendor by purchaser or end user for 
purchase, lease or use of the System, or otherwise fails to comply with 
these terms and conditions.

      14.  Hold Harmless and Limitation of Liability.  All persons furnished 
or utilized by Purchaser pursuant to this Agreement shall be considered 
solely Purchaser's employees or agents and Purchaser shall be responsible 
for compliance with all laws, rules, and regulations including, but not 
limited to, employment, labor, working conditions, payment of wages, and 
payment of taxes, such as unemployment, social security and other payroll 
taxes, including applicable contributions from such persons when required by 

      Purchaser shall save, indemnify and hold harmless Vendor its officers, 
directors, employees, successors and assigns, against all losses, damages, 
or expenses of whatever form or nature, including attorneys' fees and other 
costs of legal defense (for litigation or out of court settlements), whether 
direct or indirect, that they, or any of them, may sustain or incur as a 
result of any acts or omissions of Purchaser or any of its directors, 
officers, employees, or agents, including, but not limited to, (1) breach of 
any of the provisions of this Agreement, (2) negligence or other tortious 
conduct, (3) representations or statements not specifically authorized by 
the Vendor herein or otherwise in writing, (4) violation by Purchaser (or 
any of its directors, officers, employees or agents) of any applicable law, 
regulation, or order in the United States.


      Vendor shall insure the Equipment and Materials for each System, on a 
System by System basis, against all risks until Hand Over covering such 
System.  Coverage shall include transit insurance, warehouse and storage, 
inland transportation, builders all-risk and theft, all without gaps or 
exceptions, except to the extent such coverage may be commercially 
unavailable or inapplicable.  Such insurance shall be procured by Vendor, 
upon terms and conditions consistent with sound commercial practice and 
shall insure the full value of the Equipment and Materials used for 
completion of the System so insured.

      Any indemnification received under such insurance shall be used to 
replace or repair any material damage or any loss of the Equipment and 
Materials so insured or shall be used to reimburse for the replacement or 
repair of such goods.  Insurance shall include the cost of removal, 
demolition, reinstallation, replacement or re-erection (collectively 
"rework") of the Equipment and Materials and cover all services for such 
rework to the extent to that Vendor is responsible for such rework under 
this Contract.