EXHIBIT 10.10

Certain information in this Exhibit has been omitted and filed separately
with the Securities and Exchange Commission pursuant to a confidential treatment
request.

EXHIBIT 10.10

METAWAVE COMMUNICATIONS CORPORATION
PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this "Agreement") is made as of this 12th day of
December, 1997, (the "Effective Date") between Metawave Communications
Corporation, a Delaware corporation ("Seller"), and Telefonica Celular del
Paraguay S.A., a Paraguay corporation ("Customer"), a subsidiary of Millicom
International Cellular S.A., a Luxembourg corporation ("Millicom").

The parties, in consideration of the mutual covenants, agreements and promises
of the other set forth in this Agreement and intending to be legally bound,
agree as follows:

1. AGREEMENT

Seller agrees to sell to Customer, and Customer agrees to purchase, the
Products and Services identified on Exhibit A to this Agreement in accordance
with the specifications and the terms and conditions hereof and at the Purchase
Prices set forth in Exhibit A. Notwithstanding any other provision of this
Agreement or any other contract between the parties to the contrary, the
provisions of this Agreement shall apply to all Purchase Orders for the Products
and Services during the term of this Agreement unless the parties expressly
agree by written modification to this Agreement that the provisions of this
Agreement shall not apply. Any additional or different terms in any
acknowledgment, invoice, Purchase Order or other communication from one party to
the other shall be deemed objected to without need of further notice of
objection and shall be of no effect and not in any circumstance binding upon
either party unless expressly accepted by both parties in writing.

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth
below:

"Acceptance Date" shall mean for the Initial Order, a date which is no later
than the date specified in Exhibit C on which the Products in the Initial Order
shall satisfy the Acceptance Test Procedure and for Follow-on Orders, the date
that the Products satisfy the Acceptance Test Procedure.

"Acceptance Test Procedure" shall mean the testing procedures and protocols to
be agreed by the parties by January 15, 1998 and set forth in Exhibit C.

"Affiliate" shall mean any partnership, corporation or other entity (i) in which
Customer, directly or indirectly, owns a controlling interest or (ii) which owns
a controlling interest in Customer.

"Certificate of Acceptance" shall mean the Customer's certification of Seller's
satisfactory completion of the Acceptance Test Procedure in the form set forth
in Exhibit C.

"Change Order" shall mean any subsequent change to a Purchase Order initiated by
either Seller or Customer, including but not limited to, changes in Site
configuration, pricing and delivery date, which is mutually agreed to by both
parties.

"Follow-on Order" shall mean any Products (and associated Services) in excess of
the Initial Order purchased by Customer pursuant to the terms and conditions of
this Agreement.

"Initial Order" shall mean the Products (and any associated Services) identified
in Exhibit A as the Initial Order which are purchased by Customer pursuant to
the terms and conditions of this Agreement.

"Performance Acceptance" shall mean Customer's [***] Product's [***] to the
Performance Criteria set forth in Exhibit E.

"Performance Criteria" shall mean [***] to be [***] of the Products in the
Initial Order [***] Performance Evaluation Period [***] the parties by January
15, 1998 and set forth in Exhibit E.

"Performance Evaluation Period" shall mean the [***] in Exhibit E [***] on the
[***] Certificate of Acceptance [***] the Products in the Initial Order [***]
the Performance Criteria set forth in Exhibit E.

"Products" shall mean the products listed on Exhibit A hereto or any additional
products set forth in any amendments to Exhibit A as may be subsequently agreed
to from time to time by Seller and Customer.

"Purchase Order" shall mean any purchase order Customer may deliver to Seller
for the purchase of the Products and Services which incorporates the terms and
conditions of this Agreement and which has been accepted by Seller.

"Purchase Price" shall mean the price of the Products and the price of the
Services shown on Exhibit A or any other amount set forth in any amendments to
Exhibit A as may be subsequently agreed to from time to time by Seller and
Customer.

"Services" shall mean the engineering services listed on Exhibit A hereto or
any additional services set forth in any amendments to Exhibit A as may be
subsequently agreed to from time to time by Seller and Customer.

"Site" shall mean each of the Customer cell site locations at which a Product is
installed.

"Software" shall mean the object-code computer programs, including firmware
object code, licensed by Seller for use solely with the Products which enables
the Products to perform its functions and processes.

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

"Software License" shall mean the software license for the software to be
delivered to Customer for use with the Products as set forth in Exhibit D.

"Specifications" shall mean the specifications for the Products set forth in
Exhibit B and incorporated herein.

3. DELIVERY AND ACCEPTANCE OF PRODUCTS

Seller shall, for both the Initial Order and Follow-on Orders, (i) properly
deliver the Products to Customer's designated location on or before the date(s)
specified in a Purchase Order, and (ii) satisfy the Acceptance Test Procedure by
the Acceptance Date, failing which Seller shall pay to Customer (or credit
against amounts owed to Seller by Customer) a charge, [***] of delay in
delivery, equal to the rate of [***] of the Products which have been delayed,
provided, however, that such charge shall not apply to any delay caused by an
act of force majeure, as set forth in section 15 hereof or to any delays in the
Acceptance Date for the Initial Order. Such charges shall not exceed [***] of
each Product so delayed.

4. SHIPPING, CHARGES AND PACKING

a. Unless otherwise instructed by Customer, Seller shall ship all
Products to the destination designated in a Purchase Order and render
invoices in accordance with Section 8 below.

b. Products shall be packed by Seller, at no additional charge to
Customer, in containers adequate to prevent damage during shipping,
handling and storage. Seller shall adequately insure Products during
shipment from Seller's facility to the Sites.

c. Customer shall reimburse Seller at cost for (or pay directly) all
shipping costs, insurance costs, customs clearance charges, duties, levies
and any other charges in connection with the sale of the Products and their
delivery to the Sites.

5. PURCHASE ORDERS; CHANGES AND CANCELLATIONS

a. Customer shall order all Products and Services pursuant to this
Agreement by a Purchase Order, which shall specify the date of delivery for
such Products and Services mutually agreed by the parties. Each Purchase
Order shall only become binding on Seller and Customer when agreement has
been reached by the parties on all of the terms therein and Seller has
confirmed its acceptance of the Purchase Order in writing (such acceptance
not to be unreasonably withheld) subject to completion of the Site survey
for each Product pursuant to section 5(b) below. At its sole option, Seller
may decline acceptance of a Purchase Order if (i) Seller has determined
that the costs associated with the sale of the Products and Services to the
Sites specified in the Purchase Order are prohibitive or the conditions at
such Sites are unacceptable; or (ii) the sale and delivery of the Products
and Services would contravene section 18(h) of this Agreement.

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

b. The Product configurations set forth in Exhibit A hereto or in a
Purchase Order are subject to change following the completion of a Site
survey by Seller. A change to such configurations may result in a change in
the Purchase Price of the Products or Services or in the delivery date. Any
such change shall be agreed to in a written Change Order executed by both
parties.

c. Promptly following execution of this Agreement, Customer shall give
Seller, for planning purposes, a non-binding forecast of its estimated
requirements for the Products and Services for the forthcoming [***] and
such forecast shall be updated on a quarterly basis.

d. Customer may, by written notice no less than 30 days prior to Seller's
shipment of a Product , make changes to destinations specified in the
Purchase Order, provided the new destination is within the same country as
the original destination.

e. Customer may, by written notice no less than 45 days prior to delivery
date specified in Purchase Order, delay the delivery schedule,
provided that such delay does not extend the delivery date specified
in the Purchase Order beyond 180 days from Seller's acceptance of the
Purchase Order.

f. Customer may cancel delivery of a Product prior to the Seller's
shipment of a Product provided that if Customer directs such
cancellation (a) with less than [***] written notice from delivery
date specified in Purchase Order, Customer shall pay to Seller [***]
and (b) with between [***] written notice from delivery date specified
in Purchase Order, Customer shall pay to Seller a fee [***] of each
Product affected by such cancellation.

6. TITLE; RISK OF LOSS

a. [***].

b. Title to the Products supplied hereunder shall pass to Customer upon
delivery to a carrier at Metawave's factory in Redmond WA, USA.

7. WARRANTY

a. Seller warrants that (i) all Products furnished hereunder will conform
in all material respects with the requirements of this Agreement and
the Specifications, (ii) all Products are free from defects in
materials, workmanship and title, (iii) the media on which the
Software is contained will be free from defects in material and
workmanship under normal use and (iv) the Software will substantially
conform to the documentation provided by Seller for a period of [***]
from the date of execution of the Certificate of Acceptance for each

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

Product. The warranties in this Agreement are given in lieu of all
other warranties express or implied which are specifically excluded,
including, without limitation, implied warranties of merchantibility
and fitness for a particular purpose.

b. If Customer believes that there is a breach of any warranty set forth
herein, Customer will notify Seller, setting forth in writing the
nature of the claimed breach. Seller shall promptly investigate such
breach and advise Customer of Seller's planned corrective action.
Thereafter, Seller shall promptly repair or replace such Product or
Products which includes Software or take such other action as may be
acceptable to Customer to correct such breach of warranty at no
additional charge to Customer. Any item replaced will be deemed to be
on an exchange basis and any item retained by Seller through
replacement will become the property of Seller. Items repaired or
replaced will be warranted for (i) ninety (90) days from the date that
any such item is placed into operation (Customer shall place any
repaired or replaced item into operation promptly upon receipt from
Seller) and functions properly (the repaired or replaced items shall
be deemed to have been placed into operation and to be functioning
properly within 30 days of receipt by Customer unless Seller is
otherwise notified in writing of non-operation by Customer) or (ii)
the balance of the remaining warranty period, whichever period of time
is longer. Such action on the part of Seller shall be the full extent
of Seller's liability and Customer's exclusive remedy hereunder.

c. This warranty is void if (i) the Product is used in other than its
normal and customary manner; (ii) the Product has been subject to
misuse, accident, neglect or damage; (iii) the Product has been
installed, optimized or moved from its original installation site by
any person other than Seller or a person who has been trained by
Seller to provide such services; or (iv) unauthorized alterations or
repairs have been made, or unapproved parts used in the equipment.

d. Seller shall negotiate in good faith an agreement with Customer
regarding its Product Maintenance Program to be set forth in Exhibit G
hereof and to be completed January 15, 1998. The Product Maintenance
Program will include an extended hardware and software warranty.

8. INVOICES AND PAYMENT

a. For the Products in the Initial Order, the payment schedule shall be
as follows:

1. Seller [***] for [***] of the Purchase Price [***] Product [***]
Product.

2. [***] of a Product, [***] Acceptance Test Procedure for the
Product [***] Customer. [***] of the Acceptance Test Procedure,
Seller and Customer [***] Certificate of Acceptance and Seller
[***] an [***] Purchase Price for each Product.

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

3. [***] Performance Evaluation Period, Seller and Customer [***]
Performance Results. [***] the Performance Results [***] the
Performance Criteria [***] Performance Evaluation Period set
forth in Exhibit E, [***] Performance Acceptance and Seller [***]
for the [***] the Purchase Price for each Product and [***] of
the Purchase Price of the Services.

4. [***] the Performance Results [***] the Performance Criteria set
forth in Exhibit E, Customer [***] (i) [***] of the Products and
Services at the Purchase Price set forth in Exhibit A [***]
Seller [***] in [***] set forth in Section 8(a) or (ii) [***]
Products to the Seller. If Customer [***] the Products [***]
Initial Order to Seller, Seller [***] such Products and [***]
Customer [***] Purchase Price [***] Seller for the Services
provided for such Products. In the [***] by Customer to Seller
[***] from Customer, Seller [***] for [***] and Customer [***]
with subsection (e) hereof. Customer [***] the Products [***]
Seller's [***].

b. For Products and Services in all Follow-on Orders, Seller [***] for
[***] of the Purchase Price of each Product upon [***] Product by
Seller. Seller [***] of the Purchase Price of the Product and for
[***] of [***] Services to occur of (i) the [***] Certificate of
Acceptance [***] and (ii) the last day of a [***] during which Product
[***] at the [***].

c. If [***] Customer's [***] Products and Services pursuant to this
Agreement [***], Customer may utilize such financing in making
payments required under this subsection. The parties agree that the
foregoing does not constitute an offer by Seller to make available
such financing, or to arrange such financing for Customer and any such
financing is subject to agreement of the parties and the negotiation
and execution of separate documentation.

d. For the Initial Order only, Seller shall render invoices to Customer
every seven (7) days for reimbursement of air and ground
transportation and other expenses (as set forth in Exhibit A or an
Amendment) for Seller personnel providing Services. For all Follow-on
Orders, Seller shall charge a flat fee for Services, which shall
include expenses for the provision of the Services.

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

e. All invoices sent by Seller to Customer shall be computed on the basis
of the prices set forth in Exhibit A and any Change Orders or
amendments and shall identify and show separately quantities of
Products, type of Services, total amounts for each item, shipping
charges, applicable sales or use taxes and total amount due. Customer
shall pay Seller the total amount due in an invoice (in U.S. Dollars)
and shall use best efforts to pay by wire transfer the amount due
within fifteen (15) days of the date of the invoices rendered pursuant
to subsections a(1) and (2) hereof. For all other invoices rendered
pursuant to subsections a(3), a(4), b and d hereof, Customer shall
promptly pay Seller by wire transfer in U.S. Dollars the amount due
within forty-five (45) days of the date of the invoice. Customer shall
pay a late fee at the rate of one and one-half percent (1.5%) of the
amount due for each month or portion thereof that the amount remains
unpaid, provided, however, that such late fee shall not apply in the
case of payments due under subsections a(1) and (2) hereof for the
first ten (10) days of delay.

f. Customer shall be responsible for the payment of all sales, use and
any other taxes applicable to the Products and Services outside the
United States provided by the Seller pursuant to this Agreement. When
Seller is required by law to collect such taxes, 100% thereof will be
added to invoices as separately stated charges and paid by Customer in
accordance with this section.

g. If Customer disputes any invoices rendered or amount paid, Customer
will so notify Seller, and the parties will use their reasonable
efforts to resolve such dispute expeditiously. [***].

9. INFRINGEMENT INDEMNITY

a. Seller shall defend Customer against (or, at its option, settle) a
claim that the Products supplied hereunder infringe a United States
patent or copyright provided that (i) Customer promptly notifies
Seller in writing of the claim, (ii) Customer gives Seller full
opportunity and authority to assume sole control of the defense and
all related settlement negotiations, and (iii) Customer gives Seller
information and assistance for the defense (Customer will be
reimbursed for reasonable costs and expenses incurred in rendering
such assistance, against receipt of invoices therefor). Subject to the
conditions and limitations of liability stated in this Agreement,
Seller shall indemnify and hold harmless Customer from all payments,
which by final judgments in such suits, may be assessed against
Customer on account of such alleged infringement and shall pay
resulting settlements, costs and damages finally awarded against
Customer by a court of law.

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

b. Customer agrees that if the Products become, or in Seller's opinion
are likely to become, the subject of such a claim, Customer will
permit Seller, at its option and expense, either to procure the right
for Customer to continue using such Products or to replace or modify
same so that they become non-infringing, and, if neither of the
foregoing alternatives is available on terms which are acceptable to
Seller, Customer shall at the written request of Seller, return the
infringing or potentially infringing Products. Customer shall receive
a refund of the prorated undepreciated portion of the Purchase Price
actually paid by Customer to Seller for the returned portion of the
Products. The Purchase Price shall be depreciated over a seven (7)
year period.

c. Seller shall have no obligation to Customer with respect to any claim
of patent or copyright infringement which is based upon or related to
(i) adherence to customized specifications, designs or instructions
furnished by Customer, (ii) the interconnection or interface of any
Products supplied hereunder with base station products or software not
approved by Seller (such products approved by Seller are set forth in
Exhibit B, section 2.2.7.), or (iii) the alteration of the Products or
modification of any Software made by any party other than Seller.

10. INDEPENDENT CONTRACTOR

Seller hereby declares and agrees that Seller is engaged in an independent
business and will perform its obligations under this Agreement as an independent
contractor and not as the agent or employee of Customer.

11. INDEMNIFICATION

Seller shall indemnify Customer, its employees and directors, and each of them,
against any loss, cost, damage, claim, expense or liability, including but not
limited to liability as a result of injury to or death of any person or damage
to or loss or destruction of any property arising out of, as a result of, or in
connection with the performance of this Agreement and directly caused, in whole
or in part, by the acts or omissions, negligent or otherwise, of Seller or a
contractor or an agent of Seller or an employee of anyone of them, except where
such loss, cost, damage, claim, expense or liability arises from the sole
negligence or willful misconduct of Customer or its employees. Seller shall, at
its own expense, defend any suit asserting a claim for any loss, damage or
liability specified above, and Seller shall pay any costs and attorneys' fees
that may me incurred by Customer in connection with any such claim or suit or in
enforcing the indemnity granted above, provided that Seller (i) is given prompt
notice of any such claim or suit and (ii) full opportunity to assume control of
the defense or settlement. Seller shall not be liable to Customer for indirect
or consequential damages, including but not limited to lost profits.

12. TERM AND TERMINATION

The term of this Agreement shall be two (2) years from the Effective Date. If
either party is in material default of any of its obligations under this
Agreement and such default continues for thirty (30) days after written notice
thereof by the party not in default, the nondefaulting party

may cancel this Agreement. In addition, a party may cancel this Agreement if
a petition in bankruptcy or under any insolvency law is filed by or against the
other party and is not dismissed within sixty (60) days of the commencement
thereof. Any agreements between the parties pursuant to the terms and conditions
of Exhibit G hereto (Product Maintenance Program) shall survive the termination
of this Agreement.

13. ASSIGNMENT

a. Any assignment by either party of this Agreement or any other interest
hereunder without the other party's prior written consent, shall be
void, except assignment to a person or entity who acquires all or
substantially all of the assets, business or stock of either party,
whether by sale, merger or otherwise.

b. The Software license granted to Customer in the form of Exhibit D
(Software License), may not be sublicensed, assigned or otherwise
transferred by Customer.

c. Subject to the provisions of paragraphs a and b above, this Agreement
shall inure to the benefit of and be binding upon the respective
successors and assigns, if any, of the parties hereto.

14. NOTICES

Except as otherwise specified in this Agreement, all notices or other
communications hereunder shall be deemed to have been duly given when made in
writing and delivered in person or deposited in the United States mail, postage
prepaid, certified mail, return receipt requested, or by a reputable overnight
courier service providing proof of delivery, or by confirmed facsimile
transmission and addressed as follows:

TO SELLER: TO CUSTOMER:

Metawave Communications Corporation Telefonica Celular del Paraguay S.A.
8700 148th Avenue NE F.R. Moreno 509.6to.PISO
Redmond WA 98052 Asuncion, Paraguay
Attn: VP, Sales Attn.: Mr. Mario Zanotti-Cavazzoni
Copy to: General Counsel Copy to:
Fax: 425 702 5976 Fax: (1-595-21) 505 661

The address to which notices or communications may be given to either party may
be changed by written notice given by such party to the other pursuant to this
section 17.

15. COMPLIANCE WITH LAWS

Subject to section 5(a)(ii), Seller shall comply with all applicable federal,
state and local laws, regulations and codes, including the procurement of type
acceptance, permits and licenses when needed, in the performance of this
Agreement. Customer shall assist Seller (including making available to Seller
the assistance of Customer's employees in the countries where the Sites are

located) in obtaining such type acceptance, permits and licenses (including the
local equivalents of FCC equipment authorization).

16. FORCE MAJEURE

Except for payment of moneys due, neither party shall be liable for delays in
delivery or performance or for failure to manufacture, deliver or perform
resulting from acts beyond the reasonable control of the party responsible for
performance. Such acts shall include, but not be limited to(a) acts of God, acts
of a public enemy, acts or failures to act by the other party, acts of civil or
military authority, governmental priorities, strikes or other labor
disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war,
riots, and loss or damage to goods in transit; (b) inability to obtain necessary
products, components, services or facilities on account of causes beyond the
reasonable control of the delayed party or its suppliers or (c) a delay in
permits, governmental approvals and any other documentation required for the
delivery, installation and operation of the Products at the Sites (including
visas and work permits for Metawave personnel providing Services if such visas
and work permits are unreasonably withheld and can not be obtained from another
source.). In the event of any such delay, the date(s) of delivery or performance
shall be extended for as many days are reasonably required due to the delay.

17. GOVERNING LAW; DISPUTE RESOLUTION

a. This Agreement and each Purchase Order shall be construed in
accordance with the internal laws of the State of New York, without
regard to its choice of law provisions.

b. Any and all disputes arising between the parties shall be resolved in
the following order: (i) by good faith negotiation between
representatives of Customer and Seller who have authority to fully and
finally resolve the dispute to commence within ten (10) days of the
request of either party; (ii) in the event that the parties have not
succeeded in negotiating a resolution of the dispute within ten (10)
days after the first meeting, then the dispute will be resolved by
nonbinding mediation in a mutually agreed location and to be conducted
in English by a mutually agreed upon non-affiliated neutral party
having experience with or knowledge in the wireless communications
equipment industry to be chosen within twenty (20) days after written
notice by either party demanding mediation(the costs therefor to be
shared equally); and (iii) if within sixty (60) days of the initial
demand for mediation by one of the parties, the dispute cannot be
resolved by mediation, then the dispute shall be submitted by the
parties to final and binding arbitration under the then current
arbitration rules of the International Chamber of Commerce to be
conducted in English by three (3) arbitrators having experience with
or knowledge in the wireless telecommunications industry to be held in
a mutually agreeable location (the costs therefor to be shared
equally).

18. GENERAL PROVISIONS

a. All information, data and materials provided by either party under
this Agreement or prior to the Effective Date of this Agreement shall
be subject to the terms and conditions of the Non-Disclosure Agreement
to be executed by the parties concurrently with this Agreement and
attached hereto as Exhibit E.

b. Seller and Customer may issue a joint press release concerning the
execution of this Agreement. Such press release shall be subject to
prior review and written approval by both parties, not to be
unreasonably withheld.

c. Waiver by either party of any obligation or default by the other party
shall not be deemed a waiver by such party of any other obligation or
default.

d. Any rights of cancellation, termination or other remedies prescribed
in this Agreement are cumulative and are not intended to be exclusive
of any other remedies to which the injured party may be entitled at
law or equity (including but not limited to the remedies of specific
performance and cover) in case of any breach or threatened breach by
the other party of any provision of this Agreement, unless such other
remedies which are not prescribed in this Agreement are specifically
limited or excluded by this Agreement. The use of one or more
available remedies shall not bar the use of any other remedy for the
purpose of enforcing the provisions of this Agreement; provided,
however, that a party shall not be entitled to retain the benefit of
inconsistent remedies.

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

f. This Agreement, including all Exhibits attached to or referenced in
this Agreement, shall constitute the entire agreement between Customer
and Seller with respect to the subject matter hereof and supersedes
all prior discussions, agreements and representations, whether oral or
written.

g. No provision of this Agreement shall be deemed waived, amended or
modified by any party hereto, unless such waiver, amendment or
modification is in writing and signed by a duly authorized
representative of each of the parties.

h. Each party shall comply with all applicable U.S. and foreign export
control laws and regulations and shall not export or re-export any
technical data or Products or Services except in compliance with the
applicable export control laws and regulations of the U.S. and any
foreign country.

i. The parties shall not disclose the financial value of this Agreement
to third parties unless the parties mutually agreed to disclose such
information.

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

Metawave Communications Corporation Telefonica Celular del Paraguay S.A.

By: /s/ Robert Hunsberger By: /s/ Mario Zanotti
----------------------------- ----------------------------

Name: Robert Hunsberger Name: /s/ Mario Zanotti
-------------------------- --------------------------

Title: President & CEO Title: General Manager
-------------------------- -------------------------

EXHIBITS ATTACHED:
A Product and Services Pricing
B Performance Specifications
C Acceptance Test Procedure
D Software License
E Performance Criteria
F Nondisclosure Agreement
G Product Maintenance Program

EXHIBIT A: PRODUCTS AND SERVICES PRICING

TO THE PURCHASE AGREEMENT

BETWEEN

("SELLER")

AND

("CUSTOMER")

Metawave Communications Corporation
8700 148th Avenue NE
Redmond, WA 98052 USA
Tel. 425 702-5600
Fax 425 702-5970
http://www.metawave.com

- --------------------------------------------------------------------------------
This document and the information in it is the proprietary and confidential
information of Metawave Communications Corporation and is provided by Metawave
under an agreement of nondisclosure to the Customer for internal evaluation
purposes only and is protected by applicable copyright and trade secret law.
This document may only be disclosed or disseminated to those employees of the
Customer who have a need to use it for evaluation purposes; no other use or
disclosure can be made by Customer without Metawave's consent.

(C)1997, METAWAVE COMMUNICATIONS CORPORATION
CONFIDENTIAL PROPRIETARY
- -------------------------------------------------------------------------------

TABLE OF CONTENTS

1. Introduction................................................... 3
2. SpotLight Pricing.............................................. 3
3. Services Pricing............................................... 4
4. Software Licensing Fee......................................... 4
5. Software Maintenance Fee....................................... 4
6. Initial Order.................................................. 5
7. Pricing Assumptions For All Orders............................. 6

PRODUCTS AND SERVICES PRICING

For the purposes of uniformity, references to Agreement or to an Exhibit shall
refer to the Purchase Agreement to which this document is Exhibit A and to the
other Exhibits to that Agreement. All definitions set forth in the Agreement
shall apply hereto unless otherwise expressly defined herein.

1. Introduction
This Exhibit A lists the Products and Services pricing as of the Effective Date
of the Agreement. All payments for the Products and Services shall be in US
dollars and in accordance with the payment terms set forth in the Agreement. The
Product configurations set forth herein or in a Purchase Order are subject to
change following the completion of a Site survey by Seller. A change to such
configurations may result in a change in the Purchase Price of the Products and
Services and a change in the delivery dates. Any such change shall be agreed to
in a written Change Order executed by both parties.

2. SpotLight Pricing
SPOTLIGHT TX/RX PRICING
[***]

- -------------------------------------------
NO. OF CHANNELS PRICE
- -------------------------------------------

[***] $[***]
- -------------------------------------------
[***] $[***]
- -------------------------------------------
[***] $[***]
- -------------------------------------------
[***] $[***]
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Note: [***]

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

SPOTlIGHT RECOMMENDED SPARES KIT

- -----------------------------------------------------------------------------
Part Number DESCRIPTION QTY. PRICE
- -----------------------------------------------------------------------------

[***] Tx Driver [***] [***]
- -----------------------------------------------------------------------------
[***] [***] [***] [***]
- -----------------------------------------------------------------------------
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- -----------------------------------------------------------------------------
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- -----------------------------------------------------------------------------
TOTALS: [***]
- -----------------------------------------------------------------------------

Note: The SpotLight Recommended Spares Kit list is for SpotLight configurations
supporting up to 90 channels.

3. Services Pricing

ENGINEERING SERVICES PRICING FOR FOLLOW-ON ORDERS

- ----------------------------------------------------------------------------
DESCRIPTION OF SERVICES PRICE
- ----------------------------------------------------------------------------

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

Notes:

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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

Initial Order

PRODUCTS AND SERVICES PRICING FOR INITIAL ORDER (USD)

- ------------------------------------------------------------------------------------------------
PRODUCT DESCRIPTION [***] NO. OF EXTENDED PRICE
UNITS
- -------------------------------------------------------------------------------------------------

[***] [***] [***] [***]
[***]
- -------------------------------------------------------------------------------------------------
[***] [***] [***] [***]
- -------------------------------------------------------------------------------------------------
Total Product Purchase Price for Initial Order [***]
- -------------------------------------------------------------------------------------------------

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

SERVICES/PERSONNEL DESCRIPTION UNIT PRICE NO. OF EXTENDED PRICE
SITES
- ------------------------------------------------------------------------------------------------

[***] [***] [***] [***]
- ------------------------------------------------------------------------------------------------
[***] [***]
- ------------------------------------------------------------------------------------------------
Total Services Purchase Price for Initial Order [***]
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------

Total Purchase Price for Initial Order [***]
- ------------------------------------------------------------------------------------------------

Notes:

1. [***]

2. [***]

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

Pricing Assumptions For All Orders:

[***]

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

EXHIBIT B: PERFORMANCE SPECIFICATIONS

TO THE PURCHASE AGREEMENT

SPOTLIGHT MULTIBEAM ANTENNA PLATFORM 2.0 TRANSMIT/RECIEVE

(for use with Motorola HDII Base Station Equipment)

Metawave Communications Corporation
8700 148th Avenue NE
Redmond, WA 98052 USA
Tel. 425 702-5600
Fax 425 702-5970
http://www.metawave.com

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

This document and the information in it is the proprietary and confidential
information of Metawave Communications Corporation and is provided by Metawave
under an agreement of nondisclosure to the Customer for internal evaluation
purposes only and is protected by applicable copyright and trade secret law.
This document may only be disclosed or disseminated to those employees of the
Customer who have a need to use it for evaluation purposes; no other use or
disclosure can be made by Customer without Metawave's consent.

1997, METAWAVE COMMUNICATIONS CORPORATION
CONFIDENTIAL PROPRIETARY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

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[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

[***]

[***]
[***]
[***]

[***]

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

2. System Description

[***]

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

3. Regulatory Requirements
This section specifies requirements which are set primarily by local and/or
national governing bodies, consortiums and standards committees.

3.1 US
The SpotLight system complies with appropriate US FCC regulations
(includes both RF and EMI). Specifically, the SMAP shall comply with the
regulations defined in CFR 47 part 22 and part 15.

The SpotLight system complies with the UL Certification process. Final UL
approval is expected by the end of 1997.

EXHIBIT C: ACCEPTANCE TEST PROCEDURE (ATP)

TO THE PURCHASE AGREEMENT

SPOTLIGHT MULTIBEAM ANTENNA PLATFORM

Metawave Communications Corporation
8700 148th Avenue NE
Redmond, WA 98052 USA
Tel. 425 702-5600
Fax 425 702-5970
http://www.metawave.com

________________________________________________________________________________

This document and the information in it is the proprietary and confidential
information of Metawave Communications Corporation and is provided by
Metawave under an agreement of nondisclosure to the Customer for internal
evaluation purposes only and is protected by applicable copyright and trade
secret law. This document may only be disclosed or disseminated to those
employees of the Customer who have a need to use it for evaluation
purposes; no other use or disclosure can be made by Customer without
Metawave's consent.

(C) 1997, METAWAVE COMMUNICATIONS CORPORATION
CONFIDENTIAL PROPRIETARY
________________________________________________________________________________

TABLE OF CONTENTS

1. Introduction............................................ 3
2. Acceptance Tests........................................ 3
2.1. LampLighter Installation Test.................... 4
2.2. System Configuration Test........................ 5
2.3. Transmit Effective Radiated Power (Tx ERP) Test.. 6
2.4. Receive Sensitivity Test......................... 8
2.5. Alarm Functionality Test......................... 9
2.6. Call Processing Test............................. 11

SPOTLIGHT ACCEPTANCE TEST PROCEDURE

[***]

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

[***]

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

EXHIBIT D: SOFTWARE LICENSE

TO THE PURCHASE AGREEMENT

BETWEEN

("SELLER")

AND

("CUSTOMER")

Metawave Communications Corporation
8700 148th Avenue NE
Redmond, WA 98052 USA
Tel. 425 702-5600
Fax 425 702-5970
http://www.metawave.com

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

(C)1997, METAWAVE COMMUNICATIONS CORPORATION
CONFIDENTIAL PROPRIETARY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

1. Scope.................................................. 3
2. Licensing Grant........................................ 3
3. Limitations On Use Of Software......................... 3
4. Right To Copy, Protection And Security................. 4
5. Remedies............................................... 4
6. Term................................................... 5
7. Termination............................................ 5
8. Right Of The Parties................................... 5
9. Limitations On Software................................ 6
10. Entire Understanding......................................

SOFTWARE LICENSE

For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the Purchase Agreement to which this document is Exhibit D and to
the other Exhibits to that Agreement. All definitions set forth in the
Agreement shall apply hereto.

1. Scope

Pursuant to the above-identified Agreement, Software will be delivered by
Seller to Customer for use with the Products according to the terms of the
Agreement and this Exhibit. Customer shall then become a licensee with
respect to such Software.

2. Licensing Grant

2.1 CONCURRENT WITH EXECUTION OF THE AGREEMENT, SELLER GRANTS TO CUSTOMER
A REVOCABLE, NON-EXCLUSIVE AND NON-TRANSFERABLE LICENSE UNDER SELLER'S
APPLICABLE PROPRIETARY RIGHTS TO USE SOFTWARE DELIVERED TO CUSTOMER
HEREUNDER IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH
HEREIN.

2.2 CUSTOMER AGREES TO PAY THE LICENSING FEES FOR THE RIGHT TO USE THE
SOFTWARE AND FEATURES AND FOR ANY SUPPORT THEREOF AS SET FORTH IN
EXHIBIT A (PRICING) OR IN AN AMENDMENT THERETO. THE LICENSING FEE IS A
ONE TIME FEE WHICH GRANTS THE CUSTOMER THE RIGHT TO USE THE VERSION OF
SOFTWARE LICENSED FOR AS LONG AS THE CUSTOMER OWNS THE PRODUCT.

3. Limitations On Use Of Software

3.1 WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER, CUSTOMER SHALL ONLY USE
THE SOFTWARE IN CONJUNCTION WITH A SINGLE PRODUCT EXISTING WITHIN THE
SITE SPECIFIED IN THE PO ("DESIGNATED PRODUCT").

3.2 CUSTOMER MAY USE THE SOFTWARE TO ROUTINELY OPERATE AND MAINTAIN THE
DESIGNATED PRODUCT. FOR PURPOSES OF THIS SUBSECTION, "MAINTAIN" SHALL
BE CONSTRUED TO MEAN PERFORMING DIAGNOSTIC TESTING CONSISTENT WITH
CUSTOMER'S OBLIGATION TO PROVIDE THE FIRST LEVEL OF MAINTENANCE. UNDER
NO CONDITION SHALL THE SOFTWARE BE USED FOR ANY OTHER PURPOSE,
INCLUDING, BUT NOT LIMITED TO, SUBSTITUTED PRODUCTS, OR PRODUCTS NOT
OWNED BY CUSTOMER, OR PRODUCTS LOCATED AT A LOCATION OTHER THAN THE
SITE SPECIFIED IN THE PO.

3.3 THE LICENSE GRANTED TO CUSTOMER IN SECTION 2 IS PERSONAL AND MAY NOT
BE TRANSFERRED TO ANOTHER PRODUCT OR SITE WITHOUT THE WRITTEN CONSENT
OF SELLER.

3.4 TO THE EXTENT SPECIFIED IN EXHIBIT A OR AN AMENDMENT THERETO AND
PROVIDED CUSTOMER HAS PAID ANY APPLICABLE LICENSING FEES, CUSTOMER
SHALL HAVE THE RIGHT TO USE FEATURES IN ACCORDANCE WITH THE TERMS OF
THIS EXHIBIT. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE MAY CONTAIN
THEREIN SEVERAL ADDITIONAL FEATURES WHICH ARE EACH COVERED BY SEPARATE
LICENSING FEES. CUSTOMER AGREES NOT TO USE, AND THE LICENSE
SPECIFICALLY DOES NOT EXTEND TO, SUCH ADDITIONAL FEATURES UNLESS THEY
ARE SPECIFIED IN EXHIBIT A OR AN AMENDMENT THERETO AND PROVIDED
CUSTOMER HAS PAID THE APPLICABLE LICENSING FEES FOR SUCH ADDITIONAL
FEATURES.

3.5 THE SOFTWARE IS SUBJECT TO LAWS PROTECTING TRADE SECRETS, KNOW-HOW,
CONFIDENTIALITY AND COPYRIGHT.

3.6 CUSTOMER SHALL NOT TRANSLATE, MODIFY, ADAPT, DECOMPILE, DISASSEMBLE,
OR REVERSE ENGINEER THE SOFTWARE OR ANY PORTION THEREOF.

3.7 UNLESS OTHERWISE EXPRESSLY AGREED BY SELLER, CUSTOMER SHALL NOT PERMIT
ITS DIRECTORS, OFFICERS, EMPLOYEES OR ANY OTHER PERSON UNDER ITS
DIRECT OR INDIRECT CONTROL, TO WRITE, DEVELOP, PRODUCE, SELL, OR
LICENSE ANY SOFTWARE THAT PERFORMS THE SAME FUNCTIONS AS THE SOFTWARE
BY MEANS DIRECTLY ATTRIBUTABLE TO ACCESS TO THE SOFTWARE (E.G. REVERSE
ENGINEERING OR COPYING).

3.8 CUSTOMER SHALL NOT EXPORT THE SOFTWARE FROM THE UNITED STATES WITHOUT
THE WRITTEN PERMISSION OF SELLER. IF WRITTEN PERMISSION IS GRANTED FOR
EXPORT OF THE SOFTWARE, THEN CUSTOMER SHALL COMPLY WITH ALL U.S. LAWS
AND REGULATIONS FOR SUCH EXPORTS AND SHALL HOLD SELLER HARMLESS,
INCLUDING LEGAL FEES AND EXPENSES FOR ANY VIOLATION OR ATTEMPTED
VIOLATION OF THE U.S. EXPORT LAWS.

4. Right To Copy, Protection And Security

4.1 SOFTWARE PROVIDED HEREUNDER MAY BE COPIED (FOR BACK-UP PURPOSES ONLY)
IN WHOLE OR IN PART, IN PRINTED OR MACHINE-READABLE FORM FOR
CUSTOMER'S INTERNAL USE ONLY, PROVIDED, HOWEVER, THAT NO MORE THAN TWO
(2) PRINTED COPIES AND TWO (2) MACHINE-READABLE COPIES SHALL BE IN
EXISTENCE AT ANY ONE TIME WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER,
OTHER THAN COPIES RESIDENT IN THE PRODUCTS.

4.2 WITH REFERENCE TO ANY COPYRIGHT NOTICE OF SELLER ASSOCIATED WITH
SOFTWARE, CUSTOMER AGREES TO INCLUDE THE SAME ON ALL COPIES IT MAKES
IN WHOLE OR IN PART. SELLER'S COPYRIGHT NOTICE MAY APPEAR IN ANY OF
SEVERAL FORMS, INCLUDING MACHINE-READABLE FORM. USE OF A COPYRIGHT
NOTICE ON THE SOFTWARE DOES NOT IMPLY THAT SUCH HAS BEEN PUBLISHED OR
OTHERWISE MADE GENERALLY AVAILABLE TO THE PUBLIC.

4.3 CUSTOMER AGREES TO KEEP CONFIDENTIAL, IN ACCORDANCE WITH THE TERMS OF
THE AGREEMENT, AND NOT PROVIDE OR OTHERWISE MAKE AVAILABLE IN ANY FORM
ANY SOFTWARE OR ITS CONTENTS, OR ANY PORTION THEREOF, OR ANY
DOCUMENTATION PERTAINING TO THE SOFTWARE, TO ANY PERSON OTHER THAN
EMPLOYEES OF CUSTOMER OR SELLER.

4.4 SOFTWARE, INCLUDING FEATURES IS THE SOLE AND EXCLUSIVE PROPERTY OF
SELLER AND NO TITLE OR OWNERSHIP RIGHTS TO THE SOFTWARE OR ANY OF ITS
PARTS, INCLUDING DOCUMENTATION, IS TRANSFERRED TO CUSTOMER.

4.5 CUSTOMER ACKNOWLEDGES THAT IT IS THE RESPONSIBILITY OF CUSTOMER TO
TAKE ALL REASONABLE MEASURES TO SAFEGUARD SOFTWARE AND TO PREVENT ITS
UNAUTHORIZED USE OR DUPLICATION.

5. Remedies

Customer acknowledges that violation of the terms of this Exhibit or the
Agreement shall cause Seller irreparable harm for which monetary damages
may be inadequate, and Customer agrees that Seller may seek temporary or
permanent injunctive relief without the need to prove actual harm in order
to protect Seller's interests.

6. Term

Unless otherwise terminated pursuant to Section 7 herein, the term of the
license granted pursuant to Section 2 herein shall be co-extensive with the
term of any licensing and/or maintenance fees paid by Customer to Seller
pursuant to Exhibit A or an Amendment thereto.

7. Termination

7.1 THE LICENSE GRANTED HEREUNDER MAY BE TERMINATED BY CUSTOMER UPON ONE
(1) MONTH'S PRIOR WRITTEN NOTICE.

7.2 SELLER MAY TERMINATE THE LICENSE GRANTED HEREUNDER IF CUSTOMER IS IN
DEFAULT OF ANY OF THE TERMS AND CONDITIONS OF THE AGREEMENT OR
EXHIBITS, AND SUCH TERMINATION SHALL BE EFFECTIVE IF CUSTOMER FAILS TO
CORRECT SUCH DEFAULT WITHIN TEN (10) DAYS AFTER WRITTEN NOTICE THEREOF
BY SELLER. THE PROVISIONS OF SECTIONS 4 AND 5 HEREIN SHALL SURVIVE
TERMINATION OF ANY SUCH LICENSE.

7.3 WITHIN ONE (1) MONTH AFTER TERMINATION OF THE LICENSE GRANTED
HEREUNDER, CUSTOMER SHALL FURNISH TO SELLER A DOCUMENT CERTIFYING THAT
THROUGH ITS BEST EFFORTS AND TO THE BEST OF ITS KNOWLEDGE, THE
ORIGINAL AND ALL COPIES IN WHOLE OR IN PART OF ALL SOFTWARE, IN ANY
FORM, INCLUDING ANY COPY IN AN UPDATED WORK, HAVE BEEN RETURNED TO
SELLER OR DESTROYED. WITH PRIOR WRITTEN CONSENT FROM SELLER, CUSTOMER
MAY RETAIN ONE (1) COPY FOR ARCHIVAL PURPOSES ONLY.

8. Rights Of The Parties

8.1 NOTHING CONTAINED HEREIN SHALL BE DEEMED TO GRANT, EITHER DIRECTLY OR
BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE UNDER ANY PATENTS
OR PATENT APPLICATIONS OF SELLER; EXCEPT THAT CUSTOMER SHALL HAVE A
NON-EXCLUSIVE, LICENSE UNDER SELLER'S PATENTS AND PATENT APPLICATIONS
TO USE, IN SELLER-SUPPLIED

8.2 EQUIPMENT ONLY, SOFTWARE SUPPLIED HEREUNDER, WHEN SUCH LICENSE IS
IMPLIED OR OTHERWISE ARISES BY OPERATION OF LAW BY VIRTUE OF THE
PURCHASE OF SUCH COPIES FROM SELLER.

8.3 RIGHTS IN PROGRAMS OR OPERATING SYSTEMS OF THIRD PARTIES, IF ANY, ARE
FURTHER LIMITED BY THEIR LICENSE AGREEMENTS WITH SUCH THIRD PARTIES,
WHICH AGREEMENTS ARE HEREBY INCORPORATED BY REFERENCE THERETO AND MADE
A PART HEREOF AS IF FULLY SET FORTH HEREIN. CUSTOMER AGREES TO ABIDE
THEREBY.

8.4 DURING THE TERM OF THE LICENSE GRANTED PURSUANT TO SECTION 2 HEREIN
AND FOR A PERIOD OF ONE (1) YEAR AFTER EXPIRATION OR TERMINATION,
SELLER, AND WHERE APPLICABLE, ITS LICENSOR(S), OR THEIR
REPRESENTATIVES MAY, UPON PRIOR NOTICE TO CUSTOMER, A) INSPECT THE
FILES, COMPUTER PROCESSORS, EQUIPMENT, FACILITIES AND PREMISES OF
CUSTOMER DURING NORMAL WORKING HOURS TO VERIFY CUSTOMER'S COMPLIANCE
WITH THIS AGREEMENT, AND B) WHILE CONDUCTING SUCH INSPECTION, COPY OR
RETAIN ALL SOFTWARE, INCLUDING THE MEDIUM ON WHICH IT IS STORED AND
ALL DOCUMENTATION THAT CUSTOMER MAY POSSESS IN VIOLATION OF THE
LICENSE OR THE AGREEMENT.

8.5 CUSTOMER ACKNOWLEDGES THAT THE PROVISIONS OF THIS EXHIBIT D ARE
INTENDED TO INURE TO THE BENEFIT OF SELLER AND ITS LICENSORS AND THEIR
RESPECTIVE SUCCESSORS IN INTEREST. CUSTOMER ACKNOWLEDGES THAT SELLER
OR ITS LICENSORS HAVE THE RIGHT TO ENFORCE THESE PROVISIONS AGAINST
CUSTOMER, WHETHER IN SELLER'S OR ITS LICESNSOR'S NAME.

9. Limitations On Software

Customer understands that errors occur in Software and Seller makes no
warranty that the Software will perform without error. Customer agrees that
it is Customer's responsibility to select and test the Software to be sure
it meets Customer's needs. Customer agrees to accept Software in its
current condition. Seller agrees to repair any service effecting Software
defect promptly per the warranty terms during the Warranty Period.

10. Entire Understanding

Notwithstanding anything to the contrary in other agreements, purchase
orders or order acknowledgments; the Agreement and this Exhibit D set forth
the entire understanding and obligations regarding use of Software, implied
or expressed.

EXHIBIT E: PERFORMANCE CRITERIA

TO THE PURCHASE AGREEMENT

BETWEEN

METAWAVE COMMUNICATIONS CORP. ("SELLER")

AND

TELEFONICA CELULAR DEL PARAGUAY ("CUSTOMER")

Metawave Communications Corporation
8700 148th Avenue NE
Redmond, WA 98052 USA
Tel. 425 702-5600
Fax 425 702-5970
http://www.metawave.com

(C)1998, METAWAVE COMMUNICATIONS CORPORATION
CONFIDENTIAL PROPRIETARY
- --------------------------------------------------------------------------------

PERFORMANCE CRITERIA

For the purposes of uniformity, references to Agreement or to an Exhibit shall
refer to the Purchase Agreement to which this document is Exhibit E and to the
other Exhibits to that Agreement. All definitions set forth in the Agreement
shall apply hereto unless otherwise expressly defined herein. The Performance
Evaluation Period(s) definition set forth herein shall take the place of the
Performance Evaluation Period set forth in the Definitions section of the
Agreement.
1. Introduction

This Exhibit E lists the Performance Criteria required for Performance
Acceptance of the Products in the Initial Order. The purpose of the Performance
Evaluation is to demonstrate that the Products of the Initial Order meet or
exceed the Performance Criteria required for Performance Acceptance.
2. Performance Criteria

[***]

[***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

[LOGO OF METAWAVE COMMUNICATIONS CORPORATION]

NON-DISCLOSURE AGREEMENT
------------------------

This Non-Disclosure Agreement ("Agreement"), effective October 16, 1997
("Effective Date"), is by and between Telefonica Celular del Paraguay, S.A.
("Recipient") having a place of business at F.R. Moreno 509, 6to. Piso,
Asuncion, Paraguay, and Metawave Communications Corporation ("Metawave") having
a place of business at 8700 148th Ave. NE, Redmond, WA 98052 U.S.A.

1. The purpose of this Agreement is to allow each party to obtain from the
other certain technical and business information related to wireless
systems under terms that will protect the confidential and proprietary
nature of such information.

2. As used in this Agreement, "Confidential Information" shall mean any and
all technical or business information furnished, in whatever form or
medium, or disclosed by one party to the other including, but not limited
to, product/service specifications, prototypes, computer programs, models,
drawings, marketing plans, financial data, and personnel statistics, which
are marked as confidential or proprietary by the disclosing party, or, for
information which is orally disclosed, the disclosing party indicates to
the other at the time of disclosure the confidential or proprietary nature
of the information and confirms in writing to the receiving party within
thirty (30) days after such disclosure that such information is
confidential. Any technical or business information of a third person
furnished or disclosed by one party to the other shall be deemed
"Confidential Information" of the disclosing party unless otherwise
specifically indicated in writing to the contrary.

3. Each party agrees to hold such Confidential Information in confidence for a
period of three (3) years from the date of receipt of same unless otherwise
agreed to in writing by the disclosing party, and that during such period
each party will use such information solely for the purposes of this
Agreement unless otherwise allowed in this Agreement or by written
permission of the disclosing party. Each party agrees not to copy such
Confidential Information of the other unless specifically authorized. Each
party agrees that it shall not make disclosure of any such Confidential
Information to anyone (including subcontractors) except employees of such
party to whom disclosure is necessary for the purposes set forth above.
Each party shall appropriately notify such employee that the disclosure is
made in confidence and shall be kept in confidence in accordance to this
Agreement. Each party also agrees that it will make requests for
Confidential Information of the other only if necessary to accomplish the
purposes set forth in this Agreement. The receiving party agrees that
Confidential Information shall be handled with the same degree of care
which the receiving party applies to its own Confidential Information but
in no event less than reasonable care.

4. Each party agrees that in the event permission is granted by the other to
copy such Confidential Information, each such copy shall contain and state
the same confidential or proprietary notices or legends, if any, which
appear on the original. Nothing herein shall be construed as granting to
either party any right or license under any copyrights, inventions, or
patents now or hereafter owned or controlled by the other party.

5. Upon termination of this Agreement for any reason or upon request of the
disclosing party, all Confidential Information, together with copies of
same as may be authorized herein, shall be returned to the disclosing party
or certified destroyed by the receiving party upon the request of the
disclosing party. The requirements of use and confidentiality set forth
herein shall survive the termination of this Agreement.

6. The obligations imposed in this Agreement shall not apply to any
information that:

(a) is already in the possession of or is independently developed by the
receiving party; or

(b) is or becomes publicly available through no fault of the receiving
party; or

(c) is obtained by the receiving party from a third person who is under no
obligation of confidence to the party whose Confidential Information is
disclosed; or

(d) is disclosed without restriction by the disclosing party.

7. Except for the obligations of use and confidentiality imposed in this
Agreement no obligation of any kind is assumed or implied against either
party by virtue of the party's meetings or conversations with respect to
whatever Confidential Information is exchanged. Each party further
acknowledges that this Agreement and any meetings and communications of the
parties relating to the same subject matter shall not:

(a) constitute an offer, request, or contract with the other to engage in
any research, development or other work;

(b) constitute an offer, request or contract involving a buyer-seller
relationship, venture, teaming or partnership relationship between the
parties; and

(c) impair or restrict the parties' right to make, procure or market any
products or services, now or in the future, which may be competitive with
those offered by the disclosing party, or which are the subject matter of
this Agreement.

The parties expressly agree that any money, expenses or losses expended or
incurred by each party in preparation for, or as a result of this Agreement
or the parties meetings and communications, is at each party's sole cost
and expense provided, however, that notwithstanding anything to the
contrary in the Agreement, neither party's rights shall be limited in law
or equity to enforce the confidentiality and use obligations imposed under
this Agreement.

8. Without prior consent of the other party, neither party shall disclose to
any third person the existence or purpose of this Agreement, the terms or
conditions hereof, the fact that discussions are taking place or that
Confidential Information is being shared, except as may be required by law
and then only after first notifying the other party of such required
disclosure. The parties also agree that neither party shall use any trade
name, service mark, or trademark of the other or refer to the other party
in any promotional activity or material without first obtaining the prior
written consent of the other party.

9. Neither this Agreement nor any rights hereunder in whole or in part shall
be assignable or otherwise transferable by either party and the obligations
contained in this Agreement shall survive and continue after termination of
this Agreement, provided, that either party may assign or transfer this
Agreement and rights hereunder to any current or future affiliates or
successor company if such assignee agrees in writing to the terms and
conditions herein.

10. The foregoing shall apply to any subsequent meetings or any communications
between the parties relating to the same subject matter unless this
Agreement is modified in writing and such writing is signed by each party.

11. This Agreement shall be governed and construed by the laws of the State of
Delaware.

12. Each party shall comply with all applicable U.S. and foreign export control
laws and regulations and shall not export or re-export any technical data
or products except in compliance with the applicable export control laws
and regulations of the U.S. and any foreign country.

13. Any notice to be given under this Agreement by either party to the other,
shall be in writing and shall be deemed given when sent by Certified mail.
If either party changes its address during the term of this Agreement, it
shall so advise the other party in writing as provided in this Agreement
and any notice thereafter required to be given shall be sent by Certified
mail to such new addresses.

14. In the event that this Agreement is translated into any other language, the
English version hereof shall take precedence and govern.

15. This Agreement, together with any and all exhibits incorporated herein,
constitutes the entire Agreement between the parties with respect to the
subject matter of this Agreement. No provision of this Agreement shall be
deemed waived, amended, or modified by either party, unless such waiver,
amendment or modification is made in writing and signed by both parties.
This Agreement supersedes all previous Agreements between Metawave and
Recipient relating to the subject matter in this Agreement.

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

METAWAVE COMMUNICATIONS CORP. TELEFONICA CELULAR DEL PARAGUAY, S.A.

/s/ Kathryn Surace-Smith /s/ Mario Zenotti
- -------------------------- ---------------------------
(Signature) (Signature)

Kathryn Surace-Smith Mario Zenotti
- -------------------------- ---------------------------
(Print Name) (Print Name)

General Counsel General Manager
- -------------------------- ---------------------------
(Title) (Title)

12/10/97 January 29, 1998
- -------------------------- ---------------------------
(Date) (Date)

EXHIBIT G: PRODUCT MAINTENANCE PROGRAM

TO THE PURCHASE AGREEMENT

BETWEEN

METAWAVE

AND

TELECEL DEL PARAGUAY

Metawave Communications Corporation
8700 148th Avenue NE
Redmond, WA 98052 USA
Tel. 425 702-5600
Fax 425 702-5970
http://www.metawave.com

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This document and the information in it is the proprietary and confidential
information of Metawave Communications Corporation and is provided by
Metawave under an agreement of nondisclosure to the Customer for internal
evaluation purposes only and is protected by applicable copyright and trade
secret law. This document may only be disclosed or disseminated to those
employees of the Customer who have a need to use it for evaluation
purposes; no other use or disclosure can be made by Customer without Metawave's
consent.

(C)1997, Metawave Communications Corporation
CONFIDENTIAL PROPRIETARY
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PRODUCT MAINTENANCE PROGRAM

TABLE OF CONTENTS

1. Introduction............................................................ 3
2. Hardware Maintenance Program............................................ 3
3. Software Maintenance Program............................................ 4

ANNEX A

A Metawave Customer Support Center....................................... 7
B Return Material Authorization (RMA).................................... 7
C Return Address......................................................... 7
D Packing Instructions................................................... 7
E Purchase Orders........................................................ 7
F Pricing and Invoicing.................................................. 8
G Emergency Expedite Service............................................. 8
H Loaner and Pre-exchange Orders......................................... 9
I Freight................................................................ 9
J Duties and Taxes....................................................... 9
K Non-compliance......................................................... 9
L Conflicting Terms...................................................... 9