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Teligent Inc · 8-K · For 4/14/99 · EX-10

Filed On 4/19/99 · SEC File 0-23387 · Accession Number 1047021-99-4

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 4/19/99  Teligent Inc                      8-K{2}      4/14/99    3:80

Current Report · Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Hughes Equipment Purchase Agreement                    4     15K 
 2: EX-10       Equipment Purchase Agreement                          74    215K 
 3: EX-99       Press Release Dated April 14, 1999                     2±    14K

EX-10 · Equipment Purchase Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Definitive Agreement Purchase Commitment True-Up Payment
1	1st Page
"	Definitive Agreement
10	Purchase Commitment
"	True-Up Payment

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EQUIPMENT PURCHASE

DEFINITIVE AGREEMENT

By and Between

Teligent, Inc.

 And

Hughes Networks Systems,

A Hughes Electronics Company

 December 18, 1998

Confidential

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Contents
                                                                Page

 Article 1 - Scope Of Agreement                                          1
        1.1  Deliverables                                                1
        1.2  Funding Development of Deliverables                         1
        1.3  Extension to Affiliates and Strategic Partners              2
        1.4  Defined Terms                                               3
        1.5  Term of Agreement                                           3
 Article 2 - Deliverables                                                3
        2.1  Product Development, Services and Support                   3
        2.2  Supply of Deliverables                                      3
 Article 3 - Prices for Deliverables                                     3
        3.1  Unit Price and Purchase Price                               3
        3.2  Firm Unit Prices Over Term                                  4
        3.3  Purchase Price Adjustments to Unit Prices                   4
        3.4  "Shortfall Payment" and "True-Up" at end of Term            4
        3.5  [redacted]                                                  5
        3.6  Most Favored Customer                                       6
        3.7  Other Goods and Services                                    6
        3.8  Freight and Other Charges and Fees                          6
 Article 4 - Ordering, Forecasting, Delivery, Re-Scheduling, and Changes 7
        4.1  Purchase Orders                                             7
        4.2  Forecasting and Scheduling of Orders                        7
        4.3  Standard Delivery Intervals                                 7
        4.4  TELIGENT's Right to Re-Schedule                             8
        4.5  TELIGENT's Right to Change Work                             8
 Article 5 - Responsibilities and Obligations of the Parties             8
        5.1  Responsibility Matrix                                       8
        5.2  Obligations of TELIGENT                                     8
        5.3  Obligations of HUGHES                                       9
         5.4  Appointment of Program Directors and Managers               11
         5.5  On-Site Support                                             11
         5.6  On-Call Service and Support                                 11
         5.7  Developmental Conferences                                   12
         5.8  Costs                                                       12
  Article 6 - HUGHES' Representations, Warranties and Covenents           12
         6.1  HUGHES Acquainted With Details                              12
         6.2  New Equipment                                               12
         6.3  Compliance of Equipment                                     12
         6.4  Compatibility                                               13
         6.5  Quality                                                     13
         6.6  Performance                                                 13

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         6.7  "Swap" Repair Turn-Around                                   15
         6.8  Repairs                                                     15
         6.9  Availability                                                15
         6.10 Covenant to [redacted]                                      15
         6.11 Covenant Not to Discontinue Production and Support          16
         6.12 HUGHES' Right-to-Use IPR                                    17
         6.13 Limitation of Warranty                                      17
  Article 7 - Software                                                    17
         7.1  Software License and Right-to-Use                           17
         7.2  Long-Term Support                                           17
  Article 8 - Factory Examination, Inspection and Tests                   17
         8.1  Examination and Inspection                                  17
         8.2  Extension to Sub-Orders                                     17
         8.3  Right To Witness and/or Conduct Tests                       18
         8.4  Tests and Inspections Subject to Non-Disclosure Agreement   18
         8.5  Advance Notice of HUGHES' Tests                             18
  Article 9 - Delivery and Acceptance                                     18
         9.1  Responsibility For Incorrect Delivery                       18
         9.2  Date Available                                              18
         9.3  Conveyance of Title                                         18
         9.4  Acceptance Test Procedures                                  19
         9.5  Partial Deliveries                                          20
  Article 10 - Invoices and Payment                                       20
         10.1 Invoicing Schedule                                          20
         10.2 Payment Due Date                                            21
         10.3 Interest Assessment and Fee                                 21
         10.4 General                                                     21
  Article 11 - Interfaces                                                 21
         11.1 Industry Standard Interfaces                                21
         11.2 General Integration Support for Non-Standard Interfaces     22
         11.3 POTS Capability                                             22
         11.4 Interconnection With Third-Party Equipment                  22
  Article 12 - Remedies [redacted]                                        22
         12.1 Late Acceptance of First Market Deliverables                22
         12.2 Delay in Delivery or Acceptance of Extension Deliverables   23
         12.3 Failure to Meet Availability Warranty                       23
         12.4 [redacted]                                                  23
         12.5 Warranty Cure                                               23
         12.6 General Limitation of Liability                             24
         12.7 Availability of Other Remedies                              24
  Article 13 - Indemnity; Insurance                                       24
         13.1 General Indemnity by HUGHES                                 24
         13.2 Patent And Copyright Indemnity                              25

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         13.3 Demonstration of Insurance                                  26
  Article 14 - Force Majeure                                              26
         14.1 Extension of Time                                           26
         14.2 Definition of Force Majeure                                 26
         14.3 Actions Not Force Majeure                                   27
         14.4 Notice Required                                             27
  Article 15 - Jointly Developed Intellectual Property                    27
         15.1 Sole Inventions                                             27
         15.2 Joint Inventions                                            27
  Article 16 - Confidentiality                                            28
16.1 Survival and Incorporation of Revised Non-Disclosure 
           Agreement                                                      28
         16.2 TELIGENT Materials Remain Property of TELIGENT              29
         16.3 HUGHES Materials Remain Property of HUGHES                  29
  Article 17 - Termination for Cause                                      29
         17.1 Termination by TELIGENT                                     29
         17.2 Termination by HUGHES                                       30
  Article 18 - Termination for Convenience                                30
         18.1 Termination By Notice                                       30
         18.2 Settlement In Event of Termination for Convenience          30
         18.3 Adjustment For Deliverables Not Delivered                   30
  Article 19 - Miscellaneous                                              31
         19.1 Waiver                                                      31
         19.2 Severability                                                31
         19.3 Headings and Captions                                       31
         19.4 Counterparts                                                31
         19.5 Applicable Law                                              31
         19.6 Assignment                                                  31
         19.7 Notices                                                     32
         19.8 Public Disclosure                                           33
         19.9 Survival of Terms                                           33
         19.10    Entire Agreement                                        33

  Exhibit A - Definitions                                                 35

ATTACHMENT 1 - PRODUCT PLAN AND PRICES                                  
ATTACHMENT 2 - CRITICAL PRODUCT REQUIREMENTS DEVELOPMENT SCHEDULE       
ATTACHMENT 3 - MAINTENANCE AGREEMENT                                    
ATTACHMENT 4 - RESPONSIBILITY MATRIX                                    
ATTACHMENT 5 - ACCEPTANCE TEST PROCEDURES                               
ATTACHMENT 6 - SAMPLE PURCHASE ORDER                                    
ATTACHMENT 7 - HUGHES QUALITY MANAGEMENT SYSTEM                         

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This PURCHASE AGREEMENT ("Agreement") is entered into on December 18, 1998 by   
and between Teligent, Inc., a Delaware corporation having its principal place of
business at 8065 Leesburg Pike, Vienna, VA 22182 ("TELIGENT") and Hughes Network
Systems, a Hughes Electronics Company, having its principal place of business at
11717 Exploration Lane, Germantown, MD 20876 ("HUGHES").                        

Whereas,

HUGHES designs, manufactures, sells, installs, maintains and otherwise supports 
certain equipment, hardware, software and other goods used in, and renders      
certain other services associated with, the operation of point-to-multipoint    
systems; and                                                                    

TELIGENT operates and holds licenses to operate such systems in a variety of    
locations in the United States and may seek to obtain similar licenses in the   
United States and various other countries; and                                  

Pursuant to the terms and conditions set forth herein, TELIGENT desires to      
purchase, and HUGHES desires to sell, the goods and render the services as set  
forth in this Agreement and in the Attachments hereto which are specifically    
incorporated herein and made a part hereof by reference.                        

NOW, THEREFORE, in consideration of the mutual obligations herein contained, the
Parties agree as follows:                                                       

Article 1 - Scope Of Agreement

1.1  Deliverables.                                                              

The terms and conditions established in this Agreement cover the purchase from  
HUGHES of certain goods as specified herein (which may include, but are not     
limited to, equipment, components thereof and drawings, documents and manuals   
associated therewith, hardware and software (collectively, the "Goods")) and    
services (which may include, but are not limited to, installation, maintenance  
and support of the goods purchased, engineering services and the training of    
TELIGENT personnel (collectively, the "Services")) for incorporation in or use  
in conjunction with TELIGENT's operations (hereinafter such Goods and Services  
collectively referred to as the "Deliverables").                                

1.2  Funding Development of Deliverables.                                       

The Parties acknowledge that TELIGENT has paid [redacted] to HUGHES for the     
express purpose of supporting HUGHES' timely development of the Deliverables    
(said payment referred to herein as the "Developmental Funding"). The           

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Developmental Funding shall be credited in full against HUGHES' first invoices  
to TELIGENT for Deliverables, and TELIGENT hereby acknowledges that such        
Developmental Funding does not entitle TELIGENT to any intellectual property    
rights not provided for herein.                                                 

Subject to the allowance of a grace period as set forth in Article 12.1(b), in  
the event that HUGHES fails to provide Generally Available Release 1.0          
Deliverables on or before [redacted], and such failure is not excused by Force  
Majeure pursuant to Article 14 hereof or Termination for Convenience by TELIGENT
pursuant to Article 18 hereof, HUGHES shall immediately (and in no event later  
than [redacted] or, in the event of the allowance of a grace period pursuant to 
Article 12.1 (b), [redacted]) return the Developmental Funding to TELIGENT.     

Anything in the foregoing to the contrary notwithstanding, at TELIGENT's option 
the terms and conditions of this Agreement shall continue and remain in full    
force for the remainder of the Term hereof.                                     

1.3  Extension to Affiliates and Strategic Partners.                            

(a) Upon the express written permission of TELIGENT, United States Affiliates of
TELIGENT are entitled to purchase Deliverables at the prices provided in this   
Agreement and under the same terms and conditions, so long as such Affiliates   
maintain the same creditworthiness as TELIGENT, as determined in HUGHES'        
reasonable discretion. If an entity qualifies as both an Affiliate of TELIGENT  
and as a Strategic Partner, it shall be accorded the status of Affiliate for the
purpose of purchases under, and the other terms and conditions of, this         
Agreement.                                                                      

(b) Upon the express written permission of TELIGENT, non-United States          
Affiliates and all Strategic Partners of TELIGENT are entitled to purchase      
Deliverables at the prices provided in this Agreement and upon reasonably       
similar terms and conditions, provided that: (1) such entities are not resellers
-------------       
of HUGHES Deliverables; (2) TELIGENT does not make a profit through marked-up   
resale from such sales; and (3) such entities have and maintain equal or greater
creditworthiness to that of TELIGENT, in HUGHES' reasonable discretion.         

(c) TELIGENT, on behalf of its Affiliates and Strategic Partners, understands   
and agrees further that: (i) Services pricing is not included in such           
Deliverables; and (ii) HUGHES may reasonably adjust, as a direct and reasonable 
result of costs actually incurred by HUGHES, the prices of Deliverables sold to 
Affiliates and Strategic Partners that are non-United States-based or sold to   
TELIGENT, an Affiliate or Strategic Partner for use outside of the United States
for (A) country risks (e.g., currency, political, judicial), if reasonably      
applicable; (B) product adaptations (e.g., frequency bands, channelization,     
signaling requirements, country homologation and regulatory constraints), if    
applicable; (C) existing Most Favored Customer clauses with other non-United    

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States-based HUGHES customers; and (D) other exceptional costs beyond those     
incurred by HUGHES in selling Deliverables to TELIGENT in the U.S. Adjustments  
made by HUGHES pursuant to this Article 1.3(c) shall conform to the requirements
of Article 3.6.                                                                 

(d) All equipment purchased by Affiliates and Strategic Partners shall be       
credited to TELIGENT for the purpose of calculating TELIGENT's Actual Volume of 
purchases, as defined in Article 3.                                             

(e) HUGHES may, but shall not be obligated to, finance the purchases of         
TELIGENT, any Affiliate, or Strategic Partner.                                  

(f) All Deliverables purchased by TELIGENT pursuant to this Agreement may be    
transferred by TELIGENT, either by sale, lease, assignment, or otherwise, to any
of its subsidiaries or Affiliates; provided, however, that, in the event of such
transfer, TELIGENT agrees to remain bound by and subject to the terms of this   
Agreement, and provided further that if such sale, lease or assignment is to a  
non-U.S. based entity or if the Deliverables are sold, leased or assigned for   
deployment outside of the U.S., HUGHES reserves the right to make reasonable    
adjustments, as a direct and reasonable result of costs actually incurred by    
HUGHES, to the prices of the applicable Deliverables for applicable             
corresponding cost increases.                                                   

1.4  Defined Terms.                                                             

Capitalized terms shall have the meaning set forth (in order of precedence, in  
the case of any inconsistency):                                                 

    (i) in the context of this document, including definitions in parentheses,

(ii)in Exhibit A, Definitions, or                                     

(iii) as commonly understood within the telecommunications industry.  

1.5  Term of Agreement.                                                         

This Agreement shall be effective for a period of five (5) years (the "Term")   
from the effective date stated in the first sentence of this Agreement, unless  
otherwise extended or terminated hereof in accordance with the terms hereof.    

Article 2 - Deliverables

2.1  Product Development, Services and Support.                                 

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The Product Plan, Attachment 1 hereto, describes the specific Deliverables which
HUGHES will make available on or before specified dates for purchase by TELIGENT
under this Agreement. HUGHES will supply the Deliverables as described in       
Attachment 1, and shall do so in conformance with the Critical Product          
Requirements Development Schedule set forth as Attachment 2 hereto. HUGHES will 
support the Deliverables according to the Maintenance Agreement set forth as    
Attachment 3 hereto.                                                            

The Parties shall perform their respective operational duties hereunder as      
described in the Responsibility Matrix set forth as Attachment 4 hereto. Certain
related services not included herein, including installation and system         
integration, will be offered as optional services by HUGHES at ordinary and     
reasonable prices to be negotiated by the Parties. All Deliverables will conform
fully to the Specifications contained in this Agreement, including the          
Attachments hereto, as the same may be modified from time to time by mutual     
agreement of the Parties.                                                       

2.2  Supply of Deliverables.                                                    

(a) Deliverables shall be supplied as set forth in Article 4.                   

(b) Until Acceptance of the First Market Deliverables has been achieved,        
TELIGENT will agree to limit its purchases of Deliverables other than those     
related to the First Market to [redacted] or such other amount to which the     
Parties may mutually agree.                                                     

 Article 3 - Prices for Deliverables

3.1  Unit Price and Purchase Price.                                             

Attachment 1 sets forth the Unit Prices at which HUGHES makes the listed        
Deliverables available to TELIGENT. The actual purchase prices paid by TELIGENT 
shall be the Unit Prices as such prices may be adjusted pursuant to Article 3.3 
below.                                                                          

3.2  Firm Unit Prices Over Term.                                                

The Unit Prices stated in Attachment 1 are the firm Unit Prices HUGHES will     
charge TELIGENT for the Deliverables during the term of this Agreement, provided
that there are no material changes to the terms and conditions hereof. The Unit 
Prices shall be adjusted as provided for in this Article 3.                     

3.3  Purchase Price Adjustments to Unit Prices.                                 

(a) The following schedule of adjustments will apply to the Unit Prices, based  
upon TELIGENT's projected purchase volume over the Term (the "Purchase          
Commitment"). This Unit Price Adjustment Schedule will apply to all purchases of

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hardware and software Deliverables ("Covered Purchases"), beginning with the    
first purchase by TELIGENT, but shall not apply to the purchase of Services.    

------------------------------------------------------------------------------  
Unit Price Adjustment Schedule for Covered Purchases
------------------------------------------------------------------------------  
---------------------------------------------------|--------------------------  
                       |
Cumulative Purchases Over Term                     | Adjustment To Unit Prices  
                                                |  (shown in Attachment 1)
---------------------------------------------------|--------------------------  
From $0 to and including [redacted] million        |      [redacted]            
---------------------------------------------------|--------------------------  
Greater than [redacted] million to and including   |      [redacted]            
[redacted] million                                 |                            
---------------------------------------------------|--------------------------  
Greater than [redacted] million to and including   |      [redacted]            
[redacted] million                                 |                            
---------------------------------------------------|--------------------------  
Greater than [redacted] million to and including   |      [redacted]            
[redacted] million                                 |                            
---------------------------------------------------|--------------------------  
Greater than [redacted] million to and including   |      [redacted]            
[redacted] million                                 |                            
---------------------------------------------------|--------------------------  
Greater than [redacted] million to and including   |      [redacted]            
$250 million                                     |                          
---------------------------------------------------|--------------------------  
Greater than $250 million                          |      [redacted]            
                       |

(b) TELIGENT's Purchase Commitment is Two Hundred and Fifty-Five Million Dollars
($255,000,000). TELIGENT shall provide HUGHES with a pro forma forecast for the 
term of this Agreement at the time of execution of this Agreement. The Parties  
accordingly agree that, subject to Article 3.3(c) below, all purchase prices for
Covered Purchases shall therefore reflect a [redacted] percent [redacted]       
discount from the Unit Prices set forth in Attachment 1.                        

(c) The Parties will meet within [redacted] days of the end of the [redacted]   
year after the execution of this Agreement to determine whether or not          
TELIGENT's Purchase Commitment should be re-stated based upon actual purchases  
made and orders placed by the end of such [redacted] year, and, if so, whether a
different adjustment to the Unit Prices according to the schedule above should  
be made on a going-forward basis for the remainder of the Term.                 

3.4  "Shortfall Payment" and "True-Up" at End of Term.                          

(a) If TELIGENT's actual purchase volume of Deliverables, including (i) any     
unused credits due to TELIGENT and (ii) any adjustments pursuant to Article 3.5 
below (the "Actual Volume") at the end of the Term is less than [redacted],     
TELIGENT shall pay to HUGHES [redacted], said payment hereinafter being referred
to as the "Shortfall Payment," no later than thirty (30) days after the end of  
the Term.                                                                       

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(b) In addition to the Shortfall Payment, if TELIGENT's Actual Volume is less   
than the Purchase Commitment at the end of the Term, TELIGENT will make a       
"True-Up" Payment to HUGHES in an amount equal to the difference between the    
actual price of purchased Deliverables and the price of such Deliverables       
re-computed using the lesser discount applicable to the Actual Volume as shown  
in the schedule above, no later than thirty (30) days after the end of the Term.

For example:                                                  

Purchase Commitment:  $255,000,000                            

Actual Volume At End of Year 5: [redacted]                    

        True-Up Payment: TELIGENT owes HUGHES the difference between the price
        of Deliverables Purchased with [redacted] Premium (based on [redacted]
         Actual Volume) less the price of Deliverables Purchased with [redacted]
Discount ($255,000,000 Actual Volume).                        

   In order to obtain the True-Up Payment, HUGHES would multiply the
 Actual Volume purchased [redacted] multiplied by [redacted], or
[redacted], and subtract the [redacted] paid to date.         
The True-Up Payment would equal [redacted].                   

(c) If, as a result of Section 3.3 the unit prices are adjusted following the   
end of the third year of this Agreement, and TELIGENT's Actual Volume exceeds   
the restated Purchase Commitment at the end of the Term to an extent which would
have entitled TELIGENT to a greater discount over the Term, HUGHES will make a  
payment to TELIGENT equivalent to [redacted] (including any unused credits due  
TELIGENT) [redacted] re-computed using the formula set forth in Section 3.3     
hereof.                                                                         

(d) The "True-Up" Payment and/or the Shortfall Payment, if applicable, shall be 
HUGHES' exclusive remedy in the event that TELIGENT's Actual Volume falls short 
of the Purchase Commitment.                                                     

(e) Anything in the foregoing to the contrary notwithstanding, in the event that
the Actual Volume is less than (i) [redacted] or (ii) the amount of the Purchase
Commitment at the end of the Term, in either case due to either (A) Force       
Majeure pursuant to Article 14 hereof, or (B) Termination for Cause by TELIGENT 
pursuant to Article 17.1 hereof, TELIGENT shall have no liability to HUGHES for,
and shall not be obligated to pay, the Shortfall Payment or the "True-Up"       
Payment, respectively.                                                          

3.5  [redacted].                                                                

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3.6  Most Favored Customer.                                                     

After Acceptance of the First Market Deliverables hereunder, sales of all       
Deliverables ordered hereunder (including the First Market Deliverables if      
Accepted) will be on terms at least as favorable as those offered to any HUGHES 
customer for the same or substantially similar equipment, software and services 
(based on similar terms and conditions taken as a whole). Verification of this  
commitment shall be subject to confidential audit at TELIGENT's expense by an   
independent accounting firm of TELIGENT's choice, subject to HUGHES' approval,  
such approval not to be unreasonably withheld, conducted no more frequently than
once in any 12- month period.                                                   

If TELIGENT becomes aware through such audit procedure or by other verifiable   
means that the pricing of Deliverables does not give TELIGENT Most Favored      
Customer ("MFC") protection, HUGHES will lower its Unit Prices to TELIGENT for  
Deliverables ordered thereafter as necessary to provide TELIGENT MFC protection 
and rebate to TELIGENT [redacted] of the difference between the MFC-protected   
price and the price TELIGENT actually paid, in addition to reimbursing TELIGENT 
for all costs associated with the audit or investigation which uncovered such   
price discrepancy.                                                              

If, on its own initiative and prior to receiving any notice of audit, HUGHES    
notifies TELIGENT that TELIGENT is entitled to reduced prices for               
previously-procured Deliverables under this Article prior to or in the absence  
of the conduct of an audit, TELIGENT shall receive [redacted] in past prices    
paid. In the event that HUGHES is required to provide a rebate to TELIGENT as a 
result of an audit requested by TELIGENT as set forth in this section, TELIGENT 
shall receive from HUGHES an amount equal to [redacted] paid by TELIGENT to     
auditors in order to retain such auditors.                                      

3.7  Other Goods and Services.                                                  

Goods and Services not listed or otherwise described in this Agreement or the   
Attachments hereto also may become Deliverables under this Agreement. Such Goods
or Services shall become Deliverables upon the issuance by TELIGENT of one or   
more Purchase Orders therefor, and the acceptance by HUGHES thereof. For Goods  
and Services that are not listed in the Attachments hereto or presently         
contemplated by the Parties hereunder but which become Deliverables under this  
Agreement, the prices listed in the Purchase Order(s) accepted by HUGHES for    
those goods or services shall constitute the contract price, adjusted, as       
applicable, in accordance with this Agreement. The provisions of Article 3.6    
shall apply thereto.                                                            

3.8  Freight and Other Charges and Fees.                                        

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HUGHES' quoted prices are exclusive of all applicable freight charges or other  
fees, taxes and duties. TELIGENT shall be responsible to pay all such reasonable
charges, fees, taxes and duties which are actually incurred by HUGHES in the    
performance of its obligations under this Agreement. HUGHES agrees that such    
charges, fees, taxes and duties shall not be subject to mark-up, and that       
TELIGENT shall not be responsible for paying any additional handling or         
miscellaneous charges and/or any withholding taxes or income taxes of HUGHES.   

 Article 4 - Ordering, Forecasting, Delivery, Re-Scheduling, and Changes

4.1  Purchase Orders.                                                           

(a) A Good or Service listed or described in this Agreement or in the           
Attachments hereto becomes a Deliverable under this Agreement only upon the     
issuance by TELIGENT of a Purchase Order for the Good or Service. TELIGENT may  
issue one or more Purchase Orders for such goods or services, in such quantities
and at such times as it, in its sole discretion, may elect, subject to the      
provisions of this Article 4. Purchase Orders shall include quantities to be    
purchased by line item (as set forth in Attachment 6), and shall also include   
the requested date of delivery.                                                 

Purchase orders may be issued by facsimile or U.S. or express delivery, or, upon
mutual agreement of the Parties, via electronic data interchange. HUGHES shall  
accept or reject a Purchase Order in writing within five (5) business days after
issuance by TELIGENT. In the event that HUGHES does not so accept or reject,    
TELIGENT shall have the right to escalate the Purchase Order from the Program   
Manager to a Vice President or the General Manager of the Wireless Networks     
Division of HUGHES. If HUGHES does not respond to the Purchase Order within     
fifteen (15) days, the Purchase Order shall be deemed to be rejected.           

(b) Purchase Orders shall conform to the Sample Purchase Order shown in         
Attachment 6 hereto. All data sheets, drawings, specifications, conditions or   
other documents attached to or included by reference in a Purchase Order are    
integral parts thereof, as are the terms of this Agreement. In the event that   
the terms of the Purchase Order and this Agreement conflict, the terms of this  
Agreement shall govern.                                                         

4.2  Forecasting and Scheduling of Orders.                                      

No later than six (6) months after the execution of this Agreement, TELIGENT    
will provide a rolling forecast of its equipment purchases covering the first   
four quarters of delivery under the Agreement. The rolling forecast will be     
updated quarterly. For the first quarter of deliveries, the forecast delivered  
six (6) months before the commencement of such quarter shall be binding. Each   

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succeeding forecast shall provide a forecast for the 12-month period beginning 3
months after the delivery of such forecast.                                     

The first quarter and thirty-three percent (33%) of the second quarter of every 
such four-quarter forecast shall represent a non-reducible binding purchase     
commitment, subject to TELIGENT's rescheduling rights described under Article   
4.4. If ordered, HUGHES will be obligated to deliver up to one hundred twenty   
percent (120%) of forecasted units in the first two quarters of any rolling     
forecast. Items in excess of one hundred twenty percent (120%) shall be         
delivered to a mutually agreed schedule.                                        

4.3  Standard Delivery Intervals.                                               

Deliverables will be delivered no later than the following time periods,        
beginning on the date of submission of a Purchase Order, and will be based on   
the quantities forecasted pursuant to Article 4.2.                              

----------------------------------------------------------------------
 |Teligent Nodes (TNs)               |      [redacted]                 |
 |-----------------------------------|---------------------------------|
 |Teligent Access Sites (TASs)       |      [redacted]                 |
 |-----------------------------------|---------------------------------|
 |Other Deliverables                 |Individual Case Basis, as        |
 |                                   |mutually agreed on by the Parties|
----------------------------------------------------------------------
These delivery intervals shall apply to all Purchase Orders, including any      
Deliverables ordered before the First Market Deliverables have been Accepted,   
but shall not require the delivery of product to a Market other than the First  
Market before the delivery of First Market Deliverables.                        

4.4  TELIGENT's Right to Re-Schedule.                                           

In the event that TELIGENT is unable to make its "room ready" dates upon the    
schedule agreed pursuant to a Purchase Order, the scheduled delivery may be     
postponed for up to thirty (30) days on a day-for-day basis to reflect the      
actual room ready date. Beginning with the thirty-first (31st) day after the    
agreed upon date, if TELIGENT is still unable to accept delivery, HUGHES shall  
invoice, and TELIGENT shall pay, (1) the portion of the purchase price for such 
rescheduled Deliverables that would be payable upon delivery and (2) documented 
reasonable out-of-pocket daily storage charges for such rescheduled Deliverables
to HUGHES. HUGHES shall use commercially reasonable efforts to deliver          
Deliverables by the rescheduled delivery date.                                  

4.5  TELIGENT's Right to Change Work.                                           

TELIGENT shall have full power at any time during the execution of HUGHES' work 
under this Agreement to request HUGHES, by written purchase order, to make      

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changes in, additions to or deduction from, the general scope of the            
engineering, furnishing, delivery, installation and testing of Deliverables     
(hereinafter referred to as "Work") ordered by TELIGENT.                        

Upon receipt of such written request for change, HUGHES shall submit a report   
within ten (10) business days after the receipt of the change request setting   
forth the effect, if any, on prices or timing of delivery or other performance  
obligations. Within a reasonable time thereafter, TELIGENT and HUGHES will agree
to one of the following:                                                        

(a)  to proceed with the change as requested;                 

      (b) to agree to proceed with a mutually agreed upon, modified change
request; or                                         

      (c) to cancel the requested change and proceed with the Agreement as
originally executed.                                

HUGHES shall not proceed with any change unless authorized in writing by        
TELIGENT.                                                                       

The HUGHES report, as modified, if necessary, by mutual agreement of the        
Parties, shall be deemed to be incorporated by reference into this Agreement.   

 Article 5 - Responsibilities and Obligations of the Parties

5.1  Responsibility Matrix.                                                     

Specific operational responsibilities of TELIGENT and HUGHES under this         
Agreement are defined in the Responsibility Matrix included as Attachment 4     
hereto.                                                                         

5.2  Obligations of TELIGENT.                                                   

The obligations of TELIGENT include the following:                              

(i)  Payment. TELIGENT shall make payments to HUGHES in accordance
with this Agreement.                                  

(ii) Engineering Information. TELIGENT shall furnish engineering  
      information reasonably requested by HUGHES and necessary for
 HUGHES to perform its obligations under this Agreement.

(iii) Punchlists. TELIGENT shall develop the punchlists necessary 
       to enable the complete installation of the Deliverables and
      the proper interworking of the Deliverables and TELIGENT's
systems.                                            

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    (iv)  Civil Works.  TELIGENT shall be responsible for all civil works,
    including establishment of premise conduits and cabling.

5.3  Obligations of HUGHES.                                                     

The obligations of HUGHES include the following:                                

(i)  Authorizations and Permits. HUGHES shall be responsible for    
obtaining all necessary permits and/or authorizations   
associated with the discharge of its duties under this  
    Agreement, including, but not limited to, obtaining FCC Type
     Acceptance and Verification of Deliverables prior to delivery
    to TELIGENT and including, without limitation, those permits
   and/or authorizations set forth in Attachment 4. HUGHES and
 TELIGENT shall coordinate the permitting process to avoid
duplication of efforts.                                 

(ii) Interconnection Interface Assistance. TELIGENT intends to    
install certain third-party equipment and connect such
        equipment to the Deliverables through standardized interfaces.
HUGHES shall facilitate the proper functioning of the 
interface between its Deliverables and other TELIGENT 
infrastructure, including networks with which TELIGENT
  interconnects, including the relevant local exchange and
  interexchange carriers as may reasonably be requested by
TELIGENT.                                             

(iii)Integration Support. As part of the contract price of the    
       Deliverables, HUGHES will provide certain on-site integration
      support services when TELIGENT notifies HUGHES that TELIGENT
        has a new product requiring integration with the Deliverables.

(iv) Sales and Support Period. HUGHES agrees to make available to 
    TELIGENT maintenance, spare parts and software support for
  equipment manufactured (including equipment "OEM'ed") by
 HUGHES for [redacted] after the underlying equipment is
       "Manufacturer Discontinued" through the Maintenance Agreement
        attached hereto as Attachment 3. This commitment shall survive
termination of this Agreement.                        

(v)  Systems Support. Notwithstanding anything to the contrary in,
      and in addition to the provisions of, this Agreement, HUGHES
   agrees to provide TELIGENT the services described and set
forth in the Maintenance Agreement attached hereto as 
        Attachment 3 at no cost to TELIGENT during applicable warranty
periods.                                              

 (vi) Technical Support. HUGHES shall offer as an option to TELIGENT
technical support services, whereby HUGHES supplies a 

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    technical expert in each Market for a period of [redacted]
        following Acceptance. TELIGENT shall not use such consultation
        as a substitute for services offered by HUGHES pursuant to the
Maintenance Agreement.                                

(vii) Training and Documents. For the First Market Deliverables   
      and once for each new Market, TELIGENT shall receive three
   complete sets of documentation and 500 student-hours of
        training credit at no additional charge. The training credit
       may be "banked" and used by TELIGENT throughout the term of
        this Agreement for any training (either classroom courses or
"suitcase" training) offered by HUGHES or under this
   Agreement. HUGHES shall timely provide documentation to
     TELIGENT sufficient to enable TELIGENT to specify, order,
      operate, field repair and maintain the equipment and other
      goods delivered. HUGHES shall provide at least two durable
        (Mylar, etc.) copies of all irregularly-sized, blue-lined or
       other perishable documentation. In addition to the training
         and documentation included with First Market Deliverables and
       Extension Deliverables, HUGHES will offer optional training
courses and documentation under this Agreement.     

(viii)  [Intentionally Deleted].                                    

 (ix) Perform to Schedule. HUGHES shall adhere to the schedule for
     the performance of its responsibilities set forth herein,
     except as impacted by TELIGENT's failure to adhere to the
          schedule for performing TELIGENT's responsibilities hereunder.

(x) Installation Services. HUGHES may provide bids to perform 
    installation services for TELIGENT. Nothing herein shall
     create an obligation on TELIGENT to award HUGHES any such
     services. When contracted to do so, HUGHES shall install,
        optimize and test the equipment and other goods delivered to
        TELIGENT to ensure that, in addition to any other negotiated
        standards, they meet the standards set out in this Agreement
          and the Attachments hereto. Installation services performed by
         subcontractors shall be warranted as if performed directly by
         HUGHES. Upon documented reasonable request, any contractor to
which TELIGENT objects shall be replaced.           

(xi) Retrofits. For any equipment and other goods delivered to  
TELIGENT, HUGHES shall keep TELIGENT advised of any 
    modifications that may become necessary as the result of
         relevant changes in standards subsequently put into effect by
         the industry, the government, or regulatory agencies or other
     bodies, as well as those promulgated by HUGHES, and shall
   provide, at reasonable cost, any corresponding retrofit
          packages on terms in accordance with this Agreement; provided,

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         however, that any retrofit packages necessary with respect to
        or in connection with Year 2000 compliance shall be provided
to TELIGENT at no cost.                             

(xii) Upgrades and Enhancements. HUGHES shall make subsequent     
  upgrades and enhancements in equipment and other goods
      delivered (other than retrofits, which may be purchased by
      TELIGENT pursuant to subparagraph (xi) above) available to
 TELIGENT at prices in accordance with this Agreement;
 provided, however, that any upgrades and enhancements
     necessary with respect to or in connection with Year 2000
       compliance shall be provided to TELIGENT at no cost. HUGHES
        shall add such upgrades and enhancements to its Deliverables
    from time to time, pursuant to the schedule set forth in
        Attachment 2, and as such schedule may be modified by mutual
agreement.                                          

(xiii) Punchlists. HUGHES shall negotiate the punchlists with       
     TELIGENT in good faith. In the event that the negotiation
          cannot be timely finalized due to disagreement, TELIGENT shall
         have the right to escalate the requested punchlist items to a
          Vice President or the General Manager of the Wireless Networks
Division of HUGHES.                                 

5.4  Appointment of Program Directors and Managers.                             

Within 30 days after the execution of this Agreement, and continuing throughout 
the Term of this Agreement, both TELIGENT and HUGHES shall appoint Program      
Managers who shall oversee the day-to-day administration and management of this 
Agreement and the execution of the obligations set out herein. The Parties will 
each appoint additional Program Managers who shall assist their supervising     
Program Managers in the performance of the responsibilities hereunder in a      
defined geographic area, as necessary. Each Program Manager shall work directly 
with his or her counterpart in the other Party's organization. The              
responsibilities of these Program Managers shall include the following:         

(i) Serve as primary contact.                       

       (ii)Serve as focal point for all internal and field issues.

         (iii) Schedule, oversee, review and approve accomplishment of
              project responsibilities and milestones, as set out in the
                 Responsibility Matrix or as otherwise may be necessary and/or
            appropriate to fulfill obligations under this Agreement.

         (iv)  Establish, disseminate and maintain project reports and
measurement procedures.                     

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(v) Ensure fulfillment of all project requirements. 

(vi)Coordinate access to sites.                     

            (vii) Meet regularly with counterpart, either by telephone or as
               necessary in person, to review progress and project issues.

5.5  On-Site Support.                                                           

HUGHES shall offer to TELIGENT, at HUGHES' then-current prices if not already   
provided under the terms of the Maintenance Agreement, certain Market on site   
technical support. Such personnel shall be available at times to be mutually    
agreed upon by the Parties. The personnel shall provide such technical          
assistance to TELIGENT as TELIGENT may reasonably request.                      

In the event that HUGHES' on site personnel cannot timely accomplish their      
mission without assistance from off-site HUGHES personnel, the on-site personnel
shall request, and HUGHES shall timely provide, such additional temporary       
personnel as may be necessary to support TELIGENT's operations to TELIGENT's    
satisfaction.                                                                   

The on site personnel shall be directly responsive to TELIGENT's requests for   
assistance, and shall not be required to seek approval or instruction from      
off-site HUGHES personnel prior to providing requested assistance.              

TELIGENT shall have the right to approve, which approval shall not be           
unreasonably withheld, subcontractors contracted and paid for by HUGHES which   
provide services under this Agreement directly to TELIGENT.                     

5.6  On-Call Service and Support.                                               

[Intentionally deleted - covered in Section 2.1.1 of Maintenance Agreement]     

5.7  Developmental Conferences.                                                 

The Parties recognize that the Product Plan included as Attachment 1 and the    
Critical Product Requirements Development Schedule included as Attachment 2     
hereto represent TELIGENT's best projection, at the time of execution of this   
Agreement, of its foreseeable requirements for the Deliverables, but that these 
needs and circumstances may change from time to time. Accordingly,              
representatives of HUGHES and TELIGENT will meet at mutually convenient times   
and places to address TELIGENT's changing needs and HUGHES' ability to          
satisfactorily meet them.                                                       

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5.8  Costs.                                                                     

Each Party shall pay their respective expenses incurred in connection with the  
origination, negotiation, execution and administration of this Agreement. Except
as otherwise identified in this Agreement and the Attachments hereto, each party
shall bear the costs of its own telephone, postal and utility charges, legal    
fees, and other services being supplied under this Agreement.                   

 Article 6 - HUGHES' Representations, Warranties and Covenants

6.1  HUGHES Acquainted With Details.                                            

HUGHES has carefully read the Specifications.                                   

6.2  New Equipment.                                                             

All equipment purchased by TELIGENT hereunder shall be new and not refurbished  
or remanufactured. HUGHES shall provide any documents which may be reasonably   
requested by TELIGENT evidencing this fact, subject to any and all              
confidentiality obligations undertaken by HUGHES. HUGHES agrees that it shall   
provide all Deliverables hereunder in a manner to ensure that such Deliverables 
are rendered in a workmanlike manner, in accordance with the practices and      
highest professional standards used in well-managed operations.                 

6.3  Compliance of Equipment.                                                   

(a) HUGHES shall ensure, under its sole responsibility, that all Deliverables   
will comply with, at or before the time of delivery to TELIGENT, all applicable 
regulatory requirements, including, but not limited to, Federal Communications  
Commission type acceptance and verification process requirements, and any       
applicable federal, state and local laws, statutes, regulations and ordinances  
then in effect. HUGHES represents and warrants that HUGHES' performance of its  
obligations as provided for in this Agreement will comply in all material       
respects with all federal, state and local laws, statutes, regulations and      
ordinances.                                                                     

Anything in the foregoing to the contrary notwithstanding, noncompliance by     
HUGHES of any local statute or ordinance will not be a breach of this Agreement 
as long as HUGHES is contesting in good faith the legality and/or the           
applicability to HUGHES of such local statute or ordinance.                     

(b) All Deliverables will, at or before the time of delivery to TELIGENT, have  
Underwriter Laboratories listing.                                               

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(c)  [redacted]                                                                 

6.4  Compatibility.                                                             

HUGHES will provide, at its cost, backward interoperability for modifications   
and updates of Deliverables. Alternatively, at HUGHES' sole discretion, HUGHES  
may replace obsolete Deliverables with compatible next generation equipment, at 
HUGHES' cost, if HUGHES reimburses TELIGENT for TELIGENT's direct labor costs   
associated with the exchange and installation of such next generation           
Deliverables.                                                                   

6.5  Quality.                                                                   

(a) All Deliverables shall be complete and defect-free (other than nonmaterial  
defects in the software Deliverables, which shall be addressed as set forth in  
Section 9.4 hereof, the Acceptance Test Procedures and the Maintenance          
Agreement), including efficient operation and suitable maintenance. HUGHES shall
use QMS, its product quality system or its successor system, in the performance 
of its obligations under this Agreement. The performance standards are set forth
in Attachment 7. Notwithstanding the foregoing, the terms of the main text of   
this Agreement and all other Attachments take precedence over any inconsistent  
or inferior performance standards in Attachment 7.                              

(b) Hardware shall be warranted as free of defects in material and workmanship  
for the longer of [redacted], HUGHES' standard warranty period, or the term of  
original manufacturer's warranty (if applicable), following Acceptance. This    
warranty may be extended at TELIGENT's option for additional [redacted] periods 
by payment of the annual maintenance fee set forth in the Maintenance Agreement;
provided, however, that the extension of this warranty for the Year 2000        
compliance shall be at no cost to TELIGENT.                                     

(c) Software shall be warranted for [redacted] following delivery or, for       
software to be Accepted by TELIGENT, such software shall be warranted for       
[redacted] following such Acceptance. This warranty may be extended at          
TELIGENT's option for additional [redacted] periods by continued payment of the 
maintenance fees set forth in the Maintenance Agreement; provided, however, that
the extension of this warranty for the Year 2000 compliance shall be at no cost 
to TELIGENT.                                                                    

6.6  Performance.                                                               

         The representations, warranties and covenants set forth in this Section
  6.6 will not apply to the extent not caused by HUGHES OR HUGHES'
subcontractors or agents where:                               

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(a)   Defects in Deliverables are caused by alteration,       
        modification, or repair by any person other than HUGHES or
      HUGHES' subcontractors or agents; provided, however, the
   foregoing exclusion shall not apply if an alteration,
modification or repair is authorized by HUGHES;   

      (b)   Defects are caused by TELIGENT's or TELIGENT's subcontractors'
mishandling or abuse; or                          

      (c)   Defects are caused from improper operation, interconnection or
          installation as such is reasonably specified in the relevant
documentation supplied with the Deliverables.     

(a) Specifications. HUGHES represents and warrants that its equipment (including
software) will meet the Specifications and the components will interact to form 
a fully functioning network as contemplated in this Agreement and the           
Attachments hereto. HUGHES agrees to (i) promptly notify TELIGENT if HUGHES has 
reason to believe that such equipment (A) will not meet the Specifications, (B) 
will not interact to form a properly functioning network, or (C) is in any      
material manner lacking, incomplete or inadequate; and/or (ii) promptly repair  
or replace any non-conforming item, in accordance with this Agreement, so long  
as such item is covered under HUGHES warranty or the Maintenance Agreement      
between the Parties.                                                            

(b) Parameters. HUGHES represents and warrants that the system parameters shall 
be as follows:                                                                  

              (i) The "worst case" link budgets for microwave transmission shall
be warranted as specified in Attachment 1.  

           (ii)For operation within the link budget, the BER shall be less
than [redacted].                            

           (iii) The MTBF shall be warranted as specified in Attachment 1.

      (iv)The spectral efficiency in bits/second per Hz shall be
                  warranted, by development stage, as specified in Attachment 2.

             (v) The microwave link reliability (excluding equipment failures)
               shall be no less than [redacted] percent, averaged over any
           [redacted] day period, averaged over all links within a
                Market, excluding (i) path obstructions; (ii) outages due to
                 third-party events or individuals, acts of God, extended loss
                  of TELIGENT-provided input power, Force Majeure events, or the
               actions of TELIGENT in materially failing to follow HUGHES'

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              maintenance or operational instructions; and (iii) weather
                conditions not considered in the mutually-agreed upon model.

         (vi)For links designed to agreed-upon HUGHES' "official" link
              budgets, the overall link reliability will be no less than
            [redacted] percent (including equipment availability and
                 weather conditions), averaged over any [redacted] day period,
         averaged over all other HUGHES links within a Market,
               excluding outages due to third-party events or individuals,
                acts of God, extended loss of TELIGENT provided input power,
                  Force Majeure events, or the actions of TELIGENT in failing to
           follow HUGHES' maintenance or operational instructions.

For (v) and (vi) above, MTTR for calculation purposes shall be capped at        
[redacted] hours.                                                               

(c) Capacity. HUGHES represents and warrants that the capacity of the           
Deliverables, including future planned expansions and enhancements, shall be as 
set forth in the Attachments hereto. If TELIGENT chooses to license a new       
software release, such upgrade may require changes to the capacity or the       
purchase of additional Deliverables. Each such software release shall have a    
revised capacity warranty based on the new Deliverables configuration.          

6.7  "Swap" Repair Turn-Around.                                                 

On an emergency basis (which shall mean whenever there is a Critical or Major   
Problem, as defined in Attachment 3), critical swap/repair services shall be    
made available within [redacted], provided that TELIGENT has purchased the      
mutually agreed-upon number and types of spares, has maintained the software    
pursuant to the Maintenance Agreement and agrees to return the failed FRU within
three days of the receipt of the applicable spare and provided that any parts to
be shipped in fulfillment of this Article shall be shipped by HUGHES in the most
expeditious manner, including counter-to-counter courier service, within such   
[redacted] period.                                                              

HUGHES will repair or replace defective parts and modules for its Teligent Node 
and Teligent Access Site equipment as set forth in Attachment 3 at no additional
charge for emergency services during the time when an applicable warranty or    
maintenance agreement, as the case may be, is in effect. If there is no warranty
or maintenance agreement in effect, emergency service shall be billed to        
TELIGENT at HUGHES' then-current service rates.                                 

6.8  Repairs.                                                                   

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Repaired and "swapped" Deliverables are warranted for the remainder of the      
original warranty period, or [redacted], whichever is longer.                   

6.9  Availability.                                                              

During the Term of this Agreement, HUGHES represents and warrants that Major    
Outages resulting from failures of its equipment, software or services shall be 
limited to a total of [redacted] per Market during any [redacted] month period, 
starting [redacted], provided that the redundancy and configuration features of 
the TN have been engineered to HUGHES' specifications. Excluded are outages due 
to third-party events or individuals, acts of God, extended loss of             
TELIGENT-provided input power, Force Majeure events, double failures caused by  
Independent Events (so long as the redundant unit starts and maintains normal   
in-service operation for at least fifteen minutes), or the actions of TELIGENT  
in materially failing to follow HUGHES' maintenance or operational instructions.

Also excluded are Planned Outages, scheduled at mutually-agreed times, of less  
than [redacted] duration, unless the number of Planned Outages exceeds          
[redacted] in any given twelve-month period, and as long as any such Planned    
Outage does not require on-site support by TELIGENT personnel. Failure to meet  
this warranty shall be subject to liquidated damages specified in Article 12.   

6.10 Covenant to [redacted].                                                    

HUGHES covenants, on behalf of itself, its parent company HUGHES ELECTRONICS    
CORPORATION, and any wholly owned or majority-owned subsidiaries of HUGHES      
ELECTRONICS CORPORATION (collectively referenced herein as "HEC") that upon     
execution of this Agreement it shall:                                           

(1) [redacted]                                      
(2) [redacted]                                      

[redacted]                                                                      

The covenants contained in this Article 6.10 shall be effective through and     
including two years after the termination of this Agreement, provided that such 
covenants shall immediately terminate in the event that (i) HUGHES terminates   
this Agreement pursuant to Article 17.2 hereof, or (ii) TELIGENT terminates this
Agreement pursuant to Article 18 hereof.                                        

6.11 Covenant Not to Discontinue Production and Support.                        

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HUGHES represents and warrants that, in the event of the cancellation of this   
Agreement after TELIGENT has placed commercial customers on its network using   
the Deliverables, HUGHES shall continue production and support of Deliverables  
as set forth in the Maintenance Agreement and in this Agreement. HUGHES         
recognizes and agrees that, were HUGHES to discontinue the supply and/or support
of Deliverables, TELIGENT customers accessing TELIGENT's network through HUGHES 
Deliverables would be "stranded" in the marketplace.                            

Accordingly, HUGHES agrees that, during the term of this Agreement, and for the 
support periods provided for in the Maintenance Agreement, HUGHES shall not     
discontinue the supply and/or support of Deliverables. HUGHES recognizes that   
its discontinuance of the supply and/or support of Deliverables would pose an   
extraordinary burden on TELIGENT and its customers and, accordingly, agrees     
that, in addition to any other remedies provided for in this Agreement for a    
breach of a representation and warranty by HUGHES, TELIGENT shall be entitled to
seek specific performance of this covenant in equity.                           

6.12 HUGHES' Right-to-Use IPR.                                                  

HUGHES warrants that, to the best of its knowledge as of the date first set     
forth above, it either possesses or is entitled to use to the extent legally    
required to perform hereunder the patent rights, copyrights, trade secret and   
other tangible or intangible property right for any Deliverables to be supplied 
under this Agreement and that these rights can be used by TELIGENT without any  
claim from third parties.                                                       

6.13 Limitation of Warranty.                                                    

THE ABOVE WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS, IMPLIED
OR STATUTORY, WITH RESPECT TO THE DELIVERABLES TO BE SUPPLIED UNDER THIS        
AGREEMENT. HUGHES SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF              
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST   
INFRINGMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. HUGHES      
NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY. 

Article 7 - Software

7.1  Software License and Right-to-Use.                                         

HUGHES' prices for the goods and services contemplated set forth in Attachment 1
include all software licenses and right-to-use fees for Release 1 and 2 products

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and features. The price of any subsequent software release not included in      
Release 1 and 2 products and features or in the Maintenance Agreement shall be  
negotiated by the Parties in good faith, such price to be subject to the Most   
Favored Customer protections of Article 3.6. The license(s) shall be fully      
assignable by TELIGENT at its sole discretion to any of its Affiliates,         
Strategic Partners, parents, subsidiaries, or successor entities without further
cost to TELIGENT or its assignee(s), subject to the provisions of Section 1.3   
hereof.                                                                         

7.2  Long-Term Support.                                                         

[Intentionally deleted - covered under Section 5.3(iv).]                        

 Article 8 - Factory Examination, Inspection and Tests

8.1  Examination and Inspection.                                                

At TELIGENT's option, and upon reasonable request, the equipment Deliverables   
covered by this Agreement will be subject to physical examination and inspection
by representatives of TELIGENT. Such examination may occur during regular       
working hours at any and all of HUGHES' work locations and places of manufacture
related to the Deliverables. HUGHES' reasonable assistance and documentation    
supporting product manufacture, assembly and testing shall be available to      
TELIGENT.                                                                       

8.2  Extension to Sub-Orders.                                                   

Significant Sub-Orders shall mean any sub-order whose value constitutes         
[redacted] percent or more of the [redacted] cost to HUGHES of the Deliverables 
to be delivered under a Purchase Order. In case of Significant Sub-Orders,      
HUGHES' obligations under this Article shall extend also to its sub-vendors.    

8.3  Right To Witness and/or Conduct Tests.                                     

TELIGENT's personnel shall have the right, but not the obligation, to examine   
and witness test or ordered equipment (other than standard third-party          
equipment) during any and all stages of the production for the purpose of       
ensuring compliance with this Agreement. The Parties agree that facilities      
satisfactory to TELIGENT shall be made available within either Party's          
then-existing premises for the testing of goods ordered by TELIGENT as they are 
being developed and manufactured. If any good does not meet the Specifications  
when tested, TELIGENT shall notify HUGHES within five (5) business days of its  
discovery by TELIGENT. HUGHES shall then have ten (10) business days to provide 
TELIGENT with a written schedule for the cure of the deficiency acceptable to   
TELIGENT.                                                                       

8.4  Tests and Inspections Subject to Non-Disclosure Agreement.                 

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Any inspection and testing activities under this Article shall be subject to the
Parties' Non-Disclosure Agreement.                                              

8.5  Advance Notice of HUGHES' Tests.                                           

HUGHES shall provide TELIGENT with not less than 10 days' prior written notice  
of the scheduling of factory check-out tests of major orders, such as First     
Market Deliverables and Extension Deliverables, and shall afford TELIGENT the   
opportunity to observe such tests.                                              

 Article 9 - Delivery and Acceptance

9.1  Responsibility For Incorrect Delivery.                                     

If any item is incorrectly delivered, the Party responsible for the incorrect   
delivery (which shall include the Party's agent) shall bear (a) any additional  
direct expenses incurred in delivering it to the correct point of delivery and  
(b) the risk of transportation.                                                 

9.2  Date Available.                                                            

The delivery time as stated in each Purchase Order is the time when the         
Deliverables must be available at the point indicated. The Deliverables must be 
completely manufactured, tested, packed, and marked, and must be accompanied by 
all necessary documentation. Where the Purchase Order calls for installation by 
HUGHES, the date of delivery shall be taken to mean the date by when the        
Deliverables must have passed all requisite Acceptance Testing, and if          
applicable, entered the relevant Soak Period.                                   

9.3  Conveyance of Title.                                                       

Title and risk of loss shall pass to TELIGENT upon delivery to the Purchase     
Order designated location or such other location TELIGENT may specify (FCA such 
location), unless the Parties agree otherwise in an accepted Purchase Order.    
Upon the conveyance of title to equipment and other goods, HUGHES shall convey  
to TELIGENT all rights and title therein by appropriate documents with warranty 
of title, free and clear of all liens and encumbrances. Title to software shall 
not be conveyed to TELIGENT at any time, unless otherwise specifically agreed by
the Parties.                                                                    

Alternatively, TELIGENT shall have the right to use a TELIGENT specified carrier
to deliver one or more of the Deliverables hereunder. In such event, title to   
and risk of loss for such Deliverables shall pass to TELIGENT FOB Germantown,   
Maryland. In such alternative case, TELIGENT and its specified carrier shall    

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mutually determine all charges, fees and other costs incurred in connection with
the shipping of such Deliverables, and TELIGENT shall have no liability to      
HUGHES for any such costs.                                                      

9.4  Acceptance Test Procedures.                                                

(a) TELIGENT's acceptance of and payment for the First Market Deliverables or   
Extension Deliverables, as the case may be, shall be subject to the Acceptance  
Test Procedures, as described in Attachment 5 hereto, and as set forth below.   
[redacted]                                                                      

(b) Acceptance Testing for First Market Deliverables. The First Market          
Deliverables shall be Accepted according to Acceptance Test Procedures. The     
Acceptance tests shall be administered by HUGHES and observed by TELIGENT, and  
test results shall be provided to TELIGENT. The punch list created following the
Acceptance Test Procedures shall not contain any Major Items. As part of the    
Acceptance Test Procedures for the First Market Deliverables, TELIGENT may      
subject such Deliverables to a sixty-day First Market Soak Period, which period 
may include commercial service to TELIGENT customers. Any payment milestone for 
the First Market Deliverables or any Extension Deliverables set forth in Article
10 which occur prior to the successful passage of the First Market Soak Period  
shall be extended automatically up to and including the date of successful      
passage of the First Market Soak Period.                                        

(c) Acceptance Testing for Extension Deliverables. If HUGHES provides           
installation services, HUGHES shall Commission Extension Deliverables to ensure 
that the Deliverables are operational according to Specifications and have been 
installed correctly. Commissioning of any Extension Deliverables shall include a
subset of critical Acceptance Test Procedures, to be mutually agreed upon by the
Parties. The punch list created following Commissioning of any Extension        
Deliverables shall not contain any Major Items. As part of the Acceptance Test  
Procedures for any Extension Deliverables, TELIGENT may subject such Extension  
Deliverables to a thirty-day Extension Deliverables Soak Period, which period   
may include commercial service to TELIGENT customers, without making payment to 
HUGHES for the applicable payment milestone as set forth in Article 10.         

The applicable payment milestone shall be the conclusion of the Soak Period,    
rather than the date of the Commissioning of the Extension Deliverables, should 
TELIGENT choose to conduct a Soak Period. If TELIGENT or a third party installs 
the Deliverables, TELIGENT shall have thirty (30) days after delivery to inspect
and accept or reject the Deliverables before installing, Commissioning, and     
placing the Extension Deliverables into the Extension Deliverables Soak Period. 
If TELIGENT rejects any portion or all of such Extension Deliverables, the      
invoice date for the Delivery milestone shall become the date such Deliverables 
are repaired and/or replaced in a manner satisfactory to TELIGENT and no late   
fees or interest shall accrue until [redacted] after such date. HUGHES shall    

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have fair opportunity to inspect TELIGENT or third-party installations to ensure
that the Extension Deliverables have been installed correctly.                  

(d) The occurrence of a Major Outage during a Soak Period shall "re-start" the  
applicable Soak Period (once the fault has been corrected). TELIGENT shall not  
be required to pay for any on-site support services HUGHES elects to provide in 
connection with a Soak Period.                                                  

(e) The Parties agree that the Acceptance Test Procedures set forth in          
Attachment 5 hereto shall contain mutually agreed-upon time frames in which (i) 
TELIGENT shall Accept or reject Deliverables after delivery to TELIGENT pursuant
to this Agreement and (ii) HUGHES shall repair and/or replace such Deliverables 
after any such rejection by TELIGENT, subject to the further provisions of this 
Section 9.4(e).                                                                 

TELIGENT may conditionally Accept any Deliverables which do not have one or more
of the Critical Features set forth in Attachment 2 and pay to HUGHES [redacted],
pursuant to Section 3.5 hereof. For any other deviations from the Specifications
other than those listed on Attachment 2 hereto, TELIGENT shall be entitled to   
[redacted] until such time as HUGHES has repaired and/or replaced such          
Deliverables.                                                                   

9.5  Partial Deliveries.                                                        

HUGHES shall not be entitled to claim payment for partial deliveries where the  
effect of the partial delivery is to prevent TELIGENT from making beneficial use
of the facilities in question. If TELIGENT Accepts and makes beneficial use of  
the facilities in question, then HUGHES shall be entitled to payment for those  
goods or services delivered and Accepted or performed. Notwithstanding the      
foregoing, HUGHES may invoice for partial deliveries when such partial delivery 
is made at TELIGENT's express written request.                                  

 Article 10 - Invoices and Payment

10.1 Invoicing Schedule.                                                        

Invoices shall be rendered in accordance with the following schedules:          

(a)  For the First Market Deliverables:                                         

   -------------------------------------------------------------------------
Percentage of Total Cost of Order                  Milestone      
   -------------------------------------------------------------------------
      [redacted]                    Upon issuance of order
   -------------------------------------------------------------------------
               [redacted]                    Upon completion of installation
[redacted]                    Upon Acceptance 
   -------------------------------------------------------------------------

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              [redacted]                    Upon closure of the punch list
   -------------------------------------------------------------------------

(b) Once the First Market Deliverables are Accepted, which Acceptance may       
require, at TELIGENT's sole discretion, successful passage of the First Market  
Soak Period, the invoicing schedule shall be revised as follows:                

      (i) If HUGHES performs the installation and Commissioning:

  ------------------------------------------------------------------------
Percentage of Total Cost of Order                  Milestone      
  ------------------------------------------------------------------------
     [redacted]                   Upon issuance of order
  ------------------------------------------------------------------------
              [redacted]                   Upon completion of installation
  ------------------------------------------------------------------------
[redacted]                   Upon Acceptance  
  ------------------------------------------------------------------------
             [redacted]                   Upon closure of the punch list
  ------------------------------------------------------------------------

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

              (ii)If HUGHES does not perform the installation and Commissioning:

    --------------------------------------------------------------------------
Percentage of Total Cost of Order                  Milestone      
    --------------------------------------------------------------------------
          [redacted]                   Upon issuance of each order
    --------------------------------------------------------------------------
[redacted]                   Upon delivery    
    --------------------------------------------------------------------------

10.2 Payment Due Date.                                                          

No payments for any invoices shall be considered due unless and until the First 
Market Deliverables have passed Acceptance. Subject to the foregoing sentence   
and Article 9.4 above, payment will be due within 30 days of TELIGENT's approval
of an invoice.                                                                  

10.3 Interest Assessment and Fee.                                               

(a) Notwithstanding Article 10.2 above, a First Market Deliverables or Extension
Deliverables invoice may accrue interest after [redacted] from receipt during   
the relevant Soak Period, until the earlier of (i) the payment of the invoice,  
or (ii) the occurrence of a Major Outage which causes the Soak Period to        
"re-start." In the case of (ii), accrual of interest is suspended until the     
successful completion of the Soak Period. Any invoice so held in abeyance which 
is otherwise approved, due and payable, if paid by TELIGENT within five (5)     
business days of the successful passage of the relevant Soak Period, shall      
accrue no additional interest, if any.                                          

(b) No interest fee shall be assessed on any invoice if payment is made within  
[redacted] from invoice receipt. Payments made by TELIGENT shall be promptly    

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credited. Past due payments will incur daily interest at an annualized rate of  
the Prime Rate plus one percent (1%).                                           

10.4 General.                                                                   

(a) HUGHES may submit invoices to TELIGENT upon shipment. Such invoices shall be
in detail satisfactory to TELIGENT.                                             

(b) Recommended spare parts (which shall be only the minimum necessary and shall
be subject to TELIGENT's approval) will be invoiced upon the same schedule as   
the underlying Deliverables.                                                    

(c) Training, documentation and new software releases accompanying the First    
Market Deliverables and Extension Deliverables will be invoiced upon the same   
schedule as the underlying equipment. Subsequent documentation and training will
be invoiced [redacted] upon issuance of each order and [redacted] upon delivery.
New software releases will be subject to a 30 day First Office Application      
verification period (as defined by industry standards) before payment is due.   

 Article 11 - Interfaces

11.1 Industry Standard Interfaces.                                              

 Deliverables shall interface with third-party network equipment through
standard industry interfaces, including TR-303, between the TAS and the TCO or  
between two points mutually agreed upon by the Parties. The Parties will        
mutually determine in good faith the requirements of the TR-303 and other       
interfaces and required solution(s). Pricing from HUGHES to TELIGENT for such   
solution(s) shall be determined at that time, and shall be governed by the      
following principles:                                                           

   (i) If an effective solution requiring reasonably minor
               development effort by HUGHES is provided by a third party's
                product, HUGHES will pass through the cost of it to TELIGENT
without additional charges.                 

           (ii)If HUGHES must undertake substantial development efforts to
      create a solution, such efforts shall be priced at
commercially reasonable rates.              

11.2 General Integration Support for Non-Standard Interfaces.                   

HUGHES acknowledges that other infrastructure manufacturers supply competitive  
and complementary equipment, software and services to TELIGENT. HUGHES          
understands that its equipment and components must work with such third-party   
network equipment. The Parties agree to mutually determine a budget under which 

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HUGHES will work to accomplish such integration with third party deliverables if
TELIGENT requires integration with non-industry-standard interfaces.            

11.3 POTS Capability.                                                           

HUGHES will propose a mutually-satisfactory POTS capability solution for Release
1 and shall incorporate POTS in its Release 2 product. The Parties will mutually
agree upon any other required interface specifications which the Deliverables   
shall support.                                                                  

11.4 Interconnection With Third-Party Equipment.                                

HUGHES agrees and understands that TELIGENT intends to install certain          
third-party equipment and connect same to the Deliverables through standardized 
interfaces. TELIGENT agrees that it shall make every commercially reasonably    
effort to prevent any physical interference with the Deliverables during such   
installation and connection of third party equipment, and further agrees that   
HUGHES will not be liable in any way to the extent delay in Acceptance of any   
Deliverables is due to such physical interference. If such third-party equipment
is installed prior to Acceptance of HUGHES Deliverables, the Acceptance Test    
Procedure shall verify the proper function of the relevant standardized         
interface in accordance with the interface specifications agreed upon. If the   
third-party equipment complies with the relevant interface specification,       
TELIGENT's use of such third-party equipment shall not impair any warranty      
affecting Deliverables.                                                         

Article 12 - Remedies [redacted]

12.1 Late Acceptance of First Market Deliverables.                              

(a) If Acceptance of the First Market Deliverables is delayed beyond the date   
for Generally Available Release 1.0 Deliverables as stated in Attachment 1, due 
to the action or inaction of HUGHES and/or its subcontractors, HUGHES shall     
[redacted], in addition to the return of the Developmental Funding pursuant to  
Article 1.2. TELIGENT may [redacted] invoke price discounts and/or Warranty Cure
remedies for HUGHES' failure to make product Generally Available on the dates   
specified pursuant to Article 3.5, but TELIGENT may not have the benefit of both
(i) and (ii) remedies.                                                          

(b) HUGHES shall be allowed a [redacted] grace period to meet the Generally     
Available Date for Release 1.0 Deliverables specified in Attachment 1 (which    
grace period shall extend such date from August 1, 1999 to September 1, 1999),  
if HUGHES continuously uses its reasonable best efforts to meet such General    
Availability Date.                                                              

12.2 Delay in Delivery or Acceptance of Extension Deliverables.                 

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(a) "Unexcused Delay" (i.e., a delay due to other than Force Majeure as provided
for in Article 14 hereof or a delay which is not otherwise approved in advance  
in writing by TELIGENT) for more than [redacted] days beyond the scheduled      
delivery date of any Extension Deliverables for which HUGHES is not to provide  
the installation and Commissioning, when the delay is due to the action or      
inaction of HUGHES and/or its subcontractors, shall result in a reduction of the
purchase price due by [redacted] of goods not timely delivered per week of      
delay, up to a maximum of [redacted] of goods not timely delivered. Such        
discounts shall be in addition to the purchase price adjustments provided for in
Article 3 hereof.                                                               

(b) Unexcused Delay of more than [redacted] days beyond the scheduled in-service
date in the Acceptance of any Extension Deliverables for which HUGHES is to     
provide the installation and Commissioning, when the delay is due to the action 
or inaction of HUGHES and/or its subcontractors, shall result in a reduction of 
the purchase price due by [redacted] of goods not timely Accepted per week of   
delay, up to a maximum of [redacted] of goods not timely Accepted. Such         
discounts shall be in addition to the purchase price adjustments provided for in
Article 3 hereof.                                                               

12.3 Failure to Meet Availability Warranty.                                     

[redacted]                                                                      

12.4 [redacted].                                                                

12.5 Warranty Cure.                                                             

Additional equipment and costs incurred by TELIGENT, if any, which are directly 
attributable to breach of the Performance Warranties specified in Article 6.6   
shall be borne by HUGHES. The Parties shall attempt to negotiate such equipment 
and costs in good faith. These costs may include needed additional Teligent     
Nodes, Teligent Access Sites and/or related equipment, and consequential        
additional real estate, maintenance or similar expenses. HUGHES' liability under
this Article is subject to Article 12.6.                                        

12.6 General Limitation of Liability.                                           

(a) Where specific liquidated damages, discounts and/or penalties are expressly 
specified herein, such remedies shall be deemed to be sole and exclusive        
remedies unless otherwise specified. In all other matters, the liability of     
HUGHES under this Agreement will not, except as otherwise expressly provided for
in this Agreement, exceed the greater of [redacted] of the total price of       
Deliverables purchased under this Agreement or [redacted].                      

(b) The liability of TELIGENT under this Agreement will not, except as otherwise
expressly provided for in this Agreement, exceed the greater of [redacted] of   
the total price of Deliverables purchased under this Agreement or [redacted];   

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provided, however, that the liability of TELIGENT under this Agreement with     
respect to non-payment shall be limited to the total price of Deliverables      
purchased under this Agreement.                                                 

(c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT   
WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN ACTION BROUGHT BY THE OTHER
PARTY FOR SPECIAL, COLLATERAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR     
CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, LOSS OF  
PROFITS OR REVENUES, LOSS OF SAVINGS, AND INTERRUPTIONS OF BUSINESS) WHETHER    
SUCH DAMAGES OCCUR PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS A RESULT OF,       
TORTIOUS CONDUCT OR BREACH OF ANY OF THE PROVISIONS OF THIS CONTRACT, EVEN IF   
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.                 

(d) The limitations of liability set forth in this Article 12 shall not apply to
(i) any liability or obligations arising under Sections 6.11, 9.4(e), 13.1(ii)  
or 13.2 or (ii) HUGHES' obligations as provided for in this Agreement to repair 
or replace defective or non-conforming Deliverables after Acceptance of the     
First Market Deliverables or (iii) HUGHES' obligation to refund to TELIGENT     
monies paid for goods not Accepted.                                             

12.7 Availability of Other Remedies.                                            

Anything in this Agreement to the contrary notwithstanding, nothing in this     
Agreement shall be construed to prevent or limit TELIGENT's ability to pursue   
whatever remedies may be available to it before any competent judicial or       
administrative body, at law or in equity.                                       

 Article 13 - Indemnity; Insurance

13.1 General Indemnity by HUGHES.                                               

Unless expressly stated otherwise in this Agreement, HUGHES shall indemnify     
TELIGENT, its officers, agents, employees or third parties, against all losses, 
claims, damages and expenses whatsoever resulting from (i) the breach of        
representations or warranties by HUGHES, its employees or agents, (ii) damage to
property and/or physical injury and/or death arising out of or in connection    
with the performance of HUGHES, its employees, contractors or agents hereunder, 
or (iii) the performance by HUGHES of its obligations hereunder. Upon TELIGENT's
request, HUGHES shall save harmless TELIGENT against any claims raised against  
it by others on the aforementioned grounds, subject to the limitations set forth
in Article 12.6 hereof.                                                         

13.2 Patent And Copyright Indemnity.                                            

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(a) HUGHES agrees to indemnify and hold Teligent harmless from, and to resist or
defend at its own expense, any request for royalty payments or any claim for    
equitable relief or damages against TELIGENT based on an allegation that the    
manufacture of any equipment delivered hereunder or the use, lease, or sale     
thereof or that any documentation delivered by HUGHES hereunder infringes any   
United States patent or copyright, and to pay any royalties and other costs     
related to the settlement of such request and to pay any and all costs and      
damages, including attorney's fees and settlement costs, finally awarded or     
agreed upon as a result of any litigation based on such claim, provided that:   

HUGHES is given prompt written notice of such request or claim by TELIGENT and  
given authority and such reasonable assistance and information as HUGHES        
requests in writing and as it is available to TELIGENT for resisting such       
request or for the defense of such claim; provided, however, (i) TELIGENT's     
failure to promptly provide to HUGHES written notice of a claim shall not       
relieve HUGHES of liability under this Article except to the extent HUGHES was  
prejudiced thereby; (ii) TELIGENT shall honor HUGHES' reasonable requests for   
information and assistance in the defense, and HUGHES shall reimburse TELIGENT  
for its reasonable and actual expenses in this regard; and (iii) HUGHES shall   
regularly advise TELIGENT regarding the progress of the defense.                

(b) In the event that, as a result of any such claim (i) prior to delivery, the 
manufacture of any item supplied by HUGHES hereunder is enjoined, or (ii) after 
delivery, the use, lease or sale thereof is enjoined, HUGHES will, at its option
and expense, either (A) negotiate a license or other agreement with plaintiff so
that such item is no longer infringing, (B) modify such item suitably or        
substitute a suitable item therefor, which modified or substituted item is not  
subject to such injunction, and to extend the provisions of this Article        
thereto, or if (A) or (B) cannot be effected by HUGHES' reasonable and diligent 
efforts, (C) repurchase enjoined items at their then current value on TELIGENT's
audited accounts. The remedies provided for in this Article 13.2(b) shall be in 
addition to, and not in lieu of, any remedies provided for in Article 13.2(a).  

(c) Notwithstanding the above, HUGHES will not indemnify TELIGENT for separate  
damages or costs resulting exclusively from claims (i) that HUGHES' compliance  
with TELIGENT's designs, specifications, or instructions, as contrasted with    
HUGHES' design or manufacturing choices or recommendations, not directed by     
TELIGENT, implementing or interpreting such designs, specifications or          
instructions, (ii) that use of any item provided by HUGHES in combination with  
products not supplied by HUGHES, or (iii) that a manufacturing or other process 
carried out by or through TELIGENT (not at HUGHES' instruction) and utilizing   
any item provided by HUGHES constitutes infringement of any United States patent
(such claims being collectively referred to herein as "Other Claims").          

TELIGENT will indemnify and hold HUGHES harmless from, and will resist or defend
at its own expense, any request for royalty payments or any claim for equitable 

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relief or damages against HUGHES and to pay any and all damages and costs       
(including settlement costs) finally awarded or agreed upon for infringement of 
any United States patent or copyright in any suit resulting from Other Claims,  
and from reasonable and actual expenses incurred by HUGHES in defense of such   
suit if TELIGENT does not undertake the defense thereof.                        

(d) This indemnity is subject to [redacted] TELIGENT hereunder attributable to  
the infringement as of the date of the request for royalty payments or claim for
equitable relief or damages but in no event shall be less than [redacted]. This 
indemnity is in lieu of any other indemnity or warranty, express or implied,    
with respect to patents and copyrights.                                         

13.3 Demonstration of Insurance.                                                

(a) HUGHES shall demonstrate to TELIGENT's reasonable satisfaction that HUGHES  
maintains in full force and effect throughout the duration of the Term a policy 
or policies of insurance coverage, in quality and quantity of coverage, that    
equal or exceed the following:                                                  

    (1) commercial general liability insurance in the amount
               (inclusive of any amounts provided by an umbrella or excess
policy) of at least:                        
           bodily injury to any one person                     $10,000,000
           bodily injury aggregate per occurrence              $10,000,000
           property damage in any one accident                 $10,000,000
           property damages aggregate per occurrence           $10,000,000

           (2) if eligible, worker's compensation insurance as required by
the laws of the applicable jurisdiction; and

           (3) automobile liability insurance for any vehicles used in the
         performance of the Services in the amount of at least
$1,000,000.                                 

All such insurance must be on an occurrence basis, and not on a claims made     
basis. Coverage shall be obtained by HUGHES only from insurers who are rated A-7
or better in the then most recent edition of Best's Insurance Reports. Each     
                                  ------------------------
insurance policy shall provide for a waiver of the insurer's subrogation rights 
against TELIGENT.                                                               

(b) At such times as may be requested by TELIGENT, HUGHES shall cause its       
insurers to deliver to TELIGENT certificates of insurance evidencing the        
existence of the coverage required under this Agreement. If deemed necessary by 
TELIGENT, HUGHES shall supply certificates of insurance naming TELIGENT as an   
additional insured party. Each policy on which TELIGENT is an additional insured

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shall be endorsed to provide TELIGENT with at least ten (10) days' prior written
notice of cancellation, non-renewal, or restriction of coverage.                

Article 14 - Force Majeure

14.1 Extension of Time.                                                         

In case of Force Majeure preventing, in whole or part, the fulfillment by either
of the Parties of their obligations under this Agreement, the time stipulated   
for the fulfillment of the obligations of the party affected by Force Majeure   
circumstances shall be extended for a reasonable period of time, however, such  
period of time shall in no case exceed the period of time during which such     
circumstances have prevented the fulfillment of the obligations.                

14.2 Definition of Force Majeure.                                               

Force Majeure are any events which: a) are caused by neither HUGHES nor         
TELIGENT, b) were reasonably unforeseeable at the execution of this Agreement,  
c) are uncontrollable and insurmountable by the party affected, and d) delay the
timely performance of this Agreement or render such performance impossible.     
Without in any way limiting the generality of the foregoing, such events shall  
include acts of God, riots, wars, industry-wide strikes or industry-wide        
lock-outs involving HUGHES' employees and/or its subcontractors, suppliers and  
other third parties used by HUGHES in fulfilling its obligations, or            
insurmountable delays in the performance of subcontractors caused by any such   
circumstances as referred to in this Article.                                   

14.3 Actions Not Force Majeure.                                                 

Neither party shall be entitled to claim Force Majeure in the following cases:  

            (i) Shortage or price increase of labor, materials or utilities,
                  unless such shortage or price increase is the direct result of
an event of Force Majeure;                  

              (ii)Delays, inefficiencies, late performance or similar occurrence
                  of sub-vendors, unless such occurrence is the direct result of
an event of Force Majeure;                  

            (iii) Any actions or circumstances occurring after expiration of
                 the delivery time stipulated in the terms and conditions plus
                any admissible adjustments thereto permitted under the terms
and conditions;                             

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             (iv) Any actions or circumstances caused by the fault or negligence
of either Party or its subcontractors       

        (v) Competitive market conditions, including the entrance of a
competitor of TELIGENT into the marketplace.  

14.4 Notice Required.                                                           

In the case of Force Majeure, the Party claiming Force Majeure shall claim such 
Force Majeure only if it has notified the other Party in writing within three   
business days after its commencement.                                           

Article 15 - Jointly Developed Intellectual Property

15.1 Sole Inventions.                                                           

All inventions and other intellectual property conceived or first actually      
reduced to practice solely by either Party under this Agreement, and all patents
issuing thereon, and any other intellectual property rights, including          
copyrights, trade secrets, design rights, and the like, throughout the world,   
arising from or covering such inventions, shall be the exclusive property of    
that Party.                                                                     

15.2 Joint Inventions.                                                          

(a) Each Party shall have an equal, undivided one-half interest in and to Joint 
Inventions, as well as in and to patent applications and patents thereon in all 
countries, without any obligation to account to the other party. An assignment  
of rights in all Joint Inventions shall be executed in the names and for the    
benefit of both TELIGENT and HUGHES. For the purposes of this Article, the term 
"Joint Inventions" shall means inventions co-invented by one or more employees  
or contractors of both parties.                                                 

(b)  [redacted]                                                                 

(c) The expenses for preparing, filing and securing each Joint Invention        
application, and for issuance of the respective patent shall be borne by the    
Party which prepares and files the application. The other Party shall furnish   
the filing Party with all documents or other assistance that may be necessary   
for the filing and prosecution of each application. Where such Joint Invention  
application for patent is filed by either Party in a country which requires the 
payment of taxes, annuities or maintenance fees on a pending application or on  
an issued patent, the Party which files the application shall, prior to filing, 
request the other Party to indicate whether it will agree to pay one-half of    
such taxes, annuities or maintenance fees.                                      

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If within sixty (60) days of receiving such request, the non-filing Party fails 
to assume in writing the obligation to pay its proportionate share of such      
taxes, annuities or maintenance fees, or if either Party subsequently fails to  
continue such payments within sixty (60) days of demand, it shall after ten (10)
days further notice forthwith relinquish to the other Party, providing that said
other Party continues such payments, its share of the title to such application 
and patent, subject, however, to retention of a paid-up, non-exclusive,         
non-assignable license in favor of the relinquishing Party, its parent, and any 
subsidiary thereof to make, use, lease and sell, apparatus and/or methods under 
said application and patent.                                                    

(d) Any Joint Invention that is incorporated into HUGHES' commercial equipment  
or software shall not be sold to or used by any non-Affiliate of TELIGENT until 
at least [redacted] after it has been sold to TELIGENT for use in connection    
with the Deliverables, unless such intellectual property enters the public      
domain prior to that time.                                                      

Article 16 - Confidentiality

16.1 Survival and Incorporation of Revised Non-Disclosure Agreement.            

(a) The Parties remain bound by the terms of the "Non-Disclosure Agreement" (the
"NDA") dated [redacted], which NDA is expressly incorporated herein by reference
and is specifically amended hereby to provide that (i) Confidential Information 
is able to be used by the Parties for the purposes contemplated in this         
Agreement, and (ii) the term of the NDA is extended to be coterminous with the  
term of this Agreement, provided that the confidentiality provisions of the NDA 
shall continue to survive as stated in the NDA.                                 

(b) Each Party may, either orally, in written form, or otherwise, disclose to   
the other Party, or the other Party may otherwise obtain, the disclosing Party's
Confidential Information in connection with this Agreement. The terms and       
conditions of this Agreement, including all Attachments now in existence or as  
may be created, and all Amendments as may be established, are Confidential      
Information, except that TELIGENT has the right to disclose the terms and       
conditions of this Agreement (i) to its Affiliates and Strategic Partners if    
such Affiliates agree to be bound by the terms of the NDA, (ii) as otherwise may
be required by securities or other laws, or (iii) upon the prior written consent
of HUGHES.                                                                      

(c) HUGHES shall ensure, to TELIGENT's reasonable satisfaction, that any        
subcontractor used by HUGHES in connection with the provision of service to     
TELIGENT is bound to the Confidentiality provisions of this Agreement.          

16.2 TELIGENT Materials Remain Property of TELIGENT.                            

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All plans, drawings, designs and specifications submitted to HUGHES by TELIGENT 
shall remain the property of TELIGENT and may not be copied or disclosed to     
third parties without TELIGENT's written consent, except as otherwise provided  
in the NDA. These materials shall be returned to TELIGENT immediately upon its  
request.                                                                        

16.3 HUGHES Materials Remain Property of HUGHES.                                

Except as to the Deliverables defined herein, all plans, drawings, designs and  
specifications submitted to TELIGENT by HUGHES shall remain the property of     
HUGHES and may not be copied or disclosed to third parties without HUGHES'      
written consent, except as otherwise provided in the NDA. These materials shall 
be returned to HUGHES immediately upon its request.                             

Article 17 - Termination for Cause

17.1 Termination by TELIGENT.                                                   

TELIGENT shall have the option to cancel this Agreement without liability,      
including, without limitation, any liability for any Shortfall Payment or       
"True-Up Payment" in the event that TELIGENT terminates this Agreement pursuant 
to any of (a) through (d) below. In the event of any such termination, HUGHES'  
obligations to TELIGENT under the Maintenance Agreement and the NDA shall       
continue to survive as set forth in those documents. TELIGENT also shall be     
entitled to exercise any and all rights it may have at law or in equity.        

(a) Subject to a grace period pursuant to Sections 1.2 and 12.1(b), if HUGHES   
fails to deliver Generally Available and Acceptable First Market Deliverables by
[redacted], or if HUGHES abandons this Agreement, TELIGENT shall have the option
to cancel this Agreement on thirty (30) days' written notice. In the event of   
such cancellation, HUGHES shall pay to TELIGENT the amounts stated in such      
Sections. TELIGENT also shall be entitled to exercise any and all rights it may 
have at law or in equity.                                                       

(b) If HUGHES [redacted], TELIGENT shall have the option to cancel this         
Agreement on thirty (30) days' written notice. In the event of such             
cancellation, TELIGENT shall pay for Deliverables it has Accepted and shall pay 
for other Deliverables it has received and elects to retain; provided, however, 
TELIGENT may elect to return any Deliverables that have not been Accepted for a 
full refund, such refund not subject to reduction for restocking, return or any 
other such fee(s) by HUGHES.                                                    

(c) If HUGHES becomes insolvent or goes into liquidation, whether compulsory or 
voluntary, TELIGENT shall be entitled to cancel this Agreement or any part      
thereof. In the event of such cancellation, TELIGENT shall pay for Deliverables 

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it has Accepted and shall pay for other Deliverables it has received and elects 
to retain; provided, however, TELIGENT may elect to return any Deliverables for 
a full refund, such refund not subject to reduction for restocking, return or   
any other such fee(s) by HUGHES.                                                

(d) In case HUGHES' claim of Force Majeure should endure for a period           
endangering (in TELIGENT's reasonable discretion) the proper execution of       
TELIGENT's overall network deployment or which is otherwise unacceptable for    
TELIGENT, TELIGENT may cancel this Agreement or any part thereof.               

17.2 Termination by HUGHES.                                                     

If TELIGENT materially breaches this Agreement and fails to cure such breach    
within 30 days after notice thereof has been provided by HUGHES, HUGHES shall   
have the option to cancel this Agreement. In the event of such cancellation,    
TELIGENT shall pay for such Deliverables as it has Accepted. In the event of    
such cancellation, HUGHES' obligations to TELIGENT under the Maintenance        
Agreement and the NDA shall continue to survive as set forth in those documents.

Article 18 - Termination for Convenience

18.1 Termination By Notice.                                                     

TELIGENT may terminate this Agreement at any time by [redacted] written notice. 
In the event of any such termination, HUGHES' obligations to Teligent under the 
Maintenance Agreement and the NDA shall continue to survive as set forth in     
those documents. TELIGENT also shall be entitled to exercise any and all rights 
it may have at law or in equity.                                                

18.2 Settlement In Event of Termination for Convenience.                        

If the Parties do not agree otherwise, TELIGENT will pay to HUGHES as complete  
settlement the following amounts, offset by payments, whole or partial, already 
made by TELIGENT:                                                               

         (i) For Deliverables delivered and Accepted up to the date of
                  termination: the purchase price of such Deliverables, provided
             that HUGHES transfers title to and makes delivery of such
                  Deliverables on a timely basis as set forth in the Attachments
hereto.                                     

             (ii)For Deliverables not delivered and Accepted up to the date of
                 termination: the actual costs incurred by HUGHES prior to the
       date of termination which are properly allocable or
                apportioned under recognized commercial accounting practices

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             to the terminated portion of this Agreement. HUGHES shall
    minimize and mitigate the above mentioned costs.

(iii) The amount(s) due, if any, under Article 3.4. 

18.3 Adjustment For Deliverables Not Delivered.                                 

With the consent of TELIGENT, HUGHES may retain at an agreed price or sell at a 
price approved by TELIGENT any Deliverables not delivered and will credit or pay
the amounts so agreed or received as TELIGENT directs.                          

Article 19 - Miscellaneous

19.1 Waiver.                                                                    

No waiver by either party of any of the provisions hereof shall be effective    
unless explicitly set forth in writing and executed by the party so waiving.    
Except as provided in the preceding sentence, no action taken pursuant to this  
Agreement, including without limitation, any investigation by or on behalf of   
any party, shall be deemed to constitute a waiver by the party taking such      
action of compliance with any representations, warranties, covenants, or        
agreements contained herein, and in any documents delivered or to be delivered  
pursuant to this Agreement. The waiver by any party hereto of a breach of any   
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.                                                              

19.2 Severability.                                                              

If any provision of this Agreement shall be declared by any court of competent  
jurisdiction to be illegal, void or unenforceable, all other provisions of this 
Agreement shall not be affected and remain in full force and effect.            

19.3 Headings and Captions.                                                     

The headings and captions in this Agreement are for the convenience of the      
Parties and are not part of this Agreement.                                     

19.4 Counterparts.                                                              

This Agreement may be executed in multiple counterparts, each of which shall be 
deemed an original and all of which taken together shall constitute one and the 
same instrument.                                                                

19.5 Applicable Law.                                                            

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The laws of the State of Delaware shall apply, without regard to the conflict of
law provisions of the same.                                                     

19.6 Assignment.                                                                

The terms and conditions of the Agreement shall inure to the benefit of and be  
binding upon the Parties hereto and their respective successors and permitted   
assigns. TELIGENT may assign its rights and/or obligations under this Agreement 
to a parent company or any subsidiary or Affiliate ultimately owned by TELIGENT 
or an Affiliate thereof or to any successor entity into which TELIGENT shall    
have been merged or consolidated or to which TELIGENT shall have sold or        
transferred all or substantially all of its assets.                             

HUGHES may assign its rights and/or obligations under this Agreement to its     
parent company or any subsidiary or affiliate, provided that such assignee      
provides evidence of creditworthiness and ability to perform such obligations to
the reasonable satisfaction of TELIGENT. Section 6.10 shall remain in effect    
until two years after the expiration of the original five-year term of this     
Agreement (subject to prior termination as provided in Section 6.10) regardless 
of any assignment. This Agreement shall not be otherwise assigned by either     
Party without the prior written consent of the other Party, such consent not    
unreasonably withheld or delayed.                                               

19.7 Notices.                                                                   

(a) All communications provided for hereunder shall be in writing and shall be  
deemed to be given when delivered in person or by private courier with receipt, 
when telefaxed and received, or three (3) days after being deposited in the     
United States mail, first-class, registered or certified, return receipt        
requested, with postage paid and, addressed as follows:                         

 (i) HUGHES shall send notices to TELIGENT at the following addresses:

Vice President Engineering
Teligent, Inc.            
     8065 Leesburg Pike, Third Floor
Vienna, VA  22182         
703-762-5100 main         
703-762-5115 direct       
703-762-5349 fax          
With a copy to:                                                                 

General Counsel/Senior Vice President               

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Teligent, Inc.                                      
8065 Leesburg Pike                                  
Suite 400                                           
Vienna, VA  22182                                   
703-762-5100 main                                   
703-762-5101 fax                                    

 (ii)TELIGENT shall send notices to HUGHES at the following addresses:

General Manager, Wireless Networks Division         
Hughes Network Systems                              
11717 Exploration Lane                              
Germantown, MD  20876                               
301-428-5617 direct                                 
301-428-2818 fax                                    

With a copy to:                                                 

Director, Legal Affairs                             
Hughes Network Systems                              
11717 Exploration Lane                              
Germantown, MD  20876                               
301-428-7058 direct                                 
301-428-2818 fax                                    

(b) Notices delivered via facsimile shall be sent during the receiving Party's  
normal business hours with a confirming call to the stated individual, his/her  
named assistant, and/or his/her voice mail box.                                 

(c) Either Party may change the persons and corresponding addresses for giving  
notice from time to time by written instructions to the other Party of such     
change of address.                                                              

19.8 Public Disclosure.                                                         

No press release or public disclosure shall be issued or made by HUGHES         
indicating the existence of this Agreement, or of the Terms Sheet leading up to 
the establishment of this Agreement, or any of the respective terms thereof, or 
of the negotiations attending the creation of either of these documents, without
TELIGENT's prior written approval.                                              

19.9 Survival of Terms.                                                         

Where the context of any provision of this Agreement indicates that it shall    
survive the term of this Agreement, then it shall survive.                      

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19.10   Entire Agreement.                                                       

This Agreement and the Attachments hereto collectively set forth the entire     
understanding of the parties hereto with respect to the transactions            
contemplated hereunder and thereunder and supersede all prior arrangements or   
understandings with respect thereto, written or oral, other than documents      
referred to herein or therein. Except as specifically set forth herein or in any
collateral agreement to be executed by the parties as set forth herein, nothing 
in the Agreement or any such collateral agreement, expressed or implied, is     
intended to confer upon any party, other than the parties hereto and thereto,   
and their respective successors and permitted assigns, any rights, remedies,    
obligations or liabilities.                                                     

Notwithstanding any other provision of this Agreement or of any of the          
collateral agreements to be executed by the parties hereto as contemplated      
herein, the rights, obligations, liabilities, covenants, agreements, conditions,
representations, warranties, terms and conditions contained in this Agreement   
shall be in addition to and shall in no way be limited, restricted or otherwise 
affected by any provision, term or condition of any such collateral agreement.  

IN WITNESS WHEREOF, each of the Parties hereto have caused this Agreement to be 
duly executed by their authorized representatives and to be effective as of the 
date first above written.                                                       

TELIGENT, INC.                          HUGHES NETWORK SYSTEMS                  
          A HUGHES ELECTRONICS COMPANY

By:   /s/ Alex Mandl              By:      /s/ Pradeep Kaul                     
----------                           ------------           
Name:   Alex Mandl                Name:    Pradeep Kaul                         
Title:  Chief Executive Officer   Title:   E.V.P. Wireless Network Division     
Address:  8065 Leesburg Pike               Address:  11717 Exploration Lane     
Vienna, VA  22182                     Germantown, MD  20876           

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      And for the limited purposes of the covenants contained in Article 6.10:

                                              HUGHES ELECTRONICS CORPORATION

                       By:      /s/ Pradman Kaul
                                    ------------
                   Name:    Pradman Kaul
                     Title:   Vice President
                             Address: 11717 Exploration Lane
                                     Germantown, MD  20876

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                                                     Exhibit A - Definitions

1. Acceptance (and variants such as Accept, Accepted and Acceptable) shall mean,
as to the applicable Deliverables, that the Parties shall have successfully     
completed the Acceptance Test Procedures as provided for in Article 9.4 hereof, 
which such Acceptance Test Procedures shall otherwise be mutually agreed upon by
the Parties and shall thereupon become Attachment 5 to this Agreement.          

2. Actual Volume. TELIGENT's actual purchases of Deliverables, including        
Services, any unused credits due to TELIGENT, and any adjustments pursuant to   
Article 3.5.                                                                    

3. Affiliates of TELIGENT are those entities which are controlled by TELIGENT,  
or which are under "common control" with TELIGENT, as further defined by        
regulations promulgated by the U.S. Securities and Exchange Commission.         

4. Commissioning (and variants such as Commission) shall mean those procedures  
after installation which are necessary to ensure proper operation of the        
Deliverables and the conformance of the Deliverables with the Specifications.   
When applicable, Commissioning is the step prior to the placement of the        
Deliverables under a Soak Period.                                               

5. Covered Purchases. Purchases of hardware and software Deliverables, excluding
Services, that are subject to the Unit Price Adjustment Schedule shown in       
Article 3.3.                                                                    

6. Agreement. This contract, including all exhibits, schedules and other        
material incorporated therein by reference between the Parties containing all of
the terms and conditions relating to the Deliverables.                          

7. Deliverables.  The 24 GHz equipment, software, services, drawings,           
documents, manuals and training to be supplied by HUGHES in accordance with the 
Specifications are collectively referred to as the "Deliverables."              

8. Developmental Funding. A payment of [redacted] as described in Article 2     
hereof.                                                                         

9. Extension Deliverables.  Those Deliverables ordered after the First Market   
Deliverables.                                                                   

10. FCC. Federal Communications Commission.                                     

11. First Market Deliverables. The first set of Deliverables that attain        
Acceptance, and shall consist of at least [redacted].                           

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12. Generally Available. Features are Generally Available if TELIGENT has       
Accepted them. Equipment and software are Generally Available if they can be    
produced in quantities sufficient to meet TELIGENT's forecasted demand as set   
forth pursuant to Article 4.2 hereof.                                           

13. HUGHES and HNS. Hughes Network Systems, a Hughes Electronics Company, its   
successors and approved assigns.                                                

14. Independent Events shall mean: Faults not rooted to any common problem,     
faults not linked to each other, or faults not connected by "cascading" events. 

15. Jointly Developed Intellectual Property. Intellectual property is Jointly   
Developed if, when related to Deliverables, Teligent contributes to and         
participates in (i) the development of concept and (ii) the creation of the     
protectable elements of the intellectual property necessary to effectuate the   
execution of the concept. Nothing in this definition shall be construed as      
limiting or enhancing TELIGENT's, its employees', or HUGHES' or its employees', 
rights of intellectual ownership or inventorship under applicable federal law.  

16. Major Items are any service-affecting problems that impair or degrade       
service, service levels, options, features, capabilities, or performance, etc., 
and may include documentation errors that impair service to customers.          

17. Major Outage shall mean a loss in excess of [redacted] of transmission or   
processing capacity in a TN, or any service-affecting failure in a TN affecting 
[redacted] or more of, but not less than [redacted], TELIGENT customers served  
by such TN (according to the system logs).                                      

18. Market shall mean any one of TELIGENT's FCC-awarded SMSAs.                  

19. Party and Parties. HUGHES and TELIGENT, individually or collectively, as the
context shall warrant.                                                          

20. Planned Outage shall mean a service outage requested by HUGHES for the      
purpose of maintenance, diagnostic testing, upgrade or repair of Deliverables,  
scheduled at a mutually-agreed time, of less than ten minutes duration.         

21. POTS shall mean "Plain Old Telephone Service."                              

22. Product Plan. The plan created by HUGHES detailing the schedule of          
Deliverables as set forth in Attachment 1 hereto.                               

23. Prime Rate shall be as specified in the Wall Street Journal.                

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24. Purchase Commitment TELIGENT's projected purchase volume over the Term, as  
stated in Article 3.3. 25. Purchase Order. A document issued by TELIGENT to     
HUGHES indicating TELIGENT's desire to have specific types and quantities of    
goods or services made available by HUGHES under this Agreement supplied to     
TELIGENT at a particular time and place.                                        

26. Soak Period shall mean that period after the Commissioning of First Market  
or Extension Deliverables, as specified in Article 9, which shall pass without  
Major Outage, before the applicable Acceptance payment shall become due.        

27. Specifications shall include, without limitation, those specifications set  
forth in Attachments 1 and 2 to this Agreement, and any other specifications    
that may otherwise be agreed to by the Parties.                                 

28. Strategic Partner. Any person or entity to which one or more of the         
following conditions apply: (a) TELIGENT or any Affiliate has at least a        
thirty-three percent (33%) equity ownership in such entity or such an entity has
at least a ten percent (10%) ownership interest in TELIGENT, or (b) such entity 
is under the common control with TELIGENT or any Affiliate, or (c) there exists 
between TELIGENT or any TELIGENT Affiliate and such entity a material           
infrastructure or revenue sharing arrangement, or (d) with respect to a licensee
joint venture or consortium operating outside of the United States, in which    
TELIGENT or a direct or indirect TELIGENT Affiliate owns at least a ten percent 
(10%) equity interest.                                                          

29. TCO. TELIGENT Central Office, which contains a digital telecommunications   
switch and related network management equipment that interfaces with TELIGENT   
Nodes and connecting networks and facilities.                                   

30. TELIGENT. Teligent, Inc., its successors and assigns, and its Affiliates and
Strategic Partners, as the context shall warrant.                               

31. TELIGENT Access Site. ("TAS") Radio equipment and related equipment located 
at the site of the TELIGENT's customer (roof top access site) which interfaces  
with a Teligent Node.                                                           

32. TELIGENT Node ("TN"). Radio equipment and related equipment that interfaces 
with TELIGENT Access Sites and a TCO. Also referred to as a Hub.                

33. Unit Prices. The base prices shown in Attachment 1, which shall, for        
purposes of establishing the purchase prices, be adjusted in accordance         

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with the schedule shown in Article 3.3, or as may be otherwise subject to       
discounts with the provisions herein.                                           

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 Teligent - Hughes Equipment Purchase Agreement - Attachment 1

Attachment 1 - Product Plan and Prices

RELEASE PLANS FOR PRODUCT:
 TELIGENT NODES (HUBS) AND TELIGENT ACCESS SITES
AND RELATED EQUIPMENT AND SOFTWARE

Teligent system functionality will be made available in three Releases. To      
achieve the General Availability dates indicated below, HNS depends on Teligent 
making resources, market and spectrum available for various stages of testing   
such as, preliminary field testing, alpha testing, beta testing and acceptance  
testing. The contents and General Availability date for Releases are as follows:

RELEASE - 1.0  (General Availability Date: [redacted])                          

o     [redacted]                                        

                 [redacted] are transported from the user port. The [redacted]
                 -----------------------------------------------------------
     is output at the hub in the [redacted] interface.
    ------------------------------------------------
Specifications:                             

Framing:  [redacted]                        

Line coding: [redacted]                     

[redacted] buffering                        

Line impedance: [redacted]                  

Cable type: carried on a [redacted]         

o     [redacted]                                        

           (uses up all of a [redacted] capacity over the RF link)

       Both payload-only and [redacted] will be available.

         The [redacted] is output at the hub in the [redacted]
interface.                                  

Specifications:                             

Framing:  [redacted]                        

Line coding: [redacted]                     

[redacted] buffering                        

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

Line impedance: [redacted]                  

Cable type: [redacted]                      

o     [redacted] multiplexer at the hub [redacted]      

  Total bit rate is [redacted] at hub interface.

    In [redacted] Mode: [redacted] can be supported.

               [redacted] per radio and up to [redacted] can be carried or
packed into the [redacted] interface.       

Specifications                              

Line impedance: [redacted]                  

Cable type: [redacted]                      

o     [redacted] Hub interface.                         

Optical interface                           

                 [redacted] stream (sustained up to [redacted] per hub IDU due
to air interface limitation)                

o     [redacted]  muxing function (with [redacted])     

              This function is supported with off-the-shelf HNS or third
        party equipment. Various levels of redundancy can be
configured.                                 

o     [redacted] hub antenna integrated with [redacted].

o     [redacted] interface (at the remote)              

[redacted] can be supported.                

o     [redacted] Ports Universal Interface Card:        

                The universal interface card will provide [redacted] as well
                 as [redacted] capability. Each [redacted] port can operate in
                  a structured or unstructured mode. Each [redacted] port can be
                 configured to operate in [redacted] mode. In structured mode,
                multiple [redacted] channels within a [redacted] can operate
                  in [redacted] mode. All [redacted] shall be contiguous in this
      case. Each configured [redacted] circuit should be
               individually configurable for operation in [redacted] mode.

o     [redacted] modulation                             

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 Teligent - Hughes Equipment Purchase Agreement - Attachment 1

o      Redundancy: [redacted]                           

o      Network Management:                              

          o      Capability to support all network management traffic at the
                 [redacted] via in-band communication. All NMS traffic shall
flow in-band between [redacted].          

o      Alarm reporting                                  

                  Alarm is reported by a hub or a remote to Element Management
                 System (EMS). EMS provides logging and viewing of the alarm
for an operator.                          

o      Configuration Management:                        

           o      Configuration of the Equipment: Capability to configure each
                   Remote and Hub configurations in a database using appropriate
limits checks.                            

     o      Component State management: Ability to pre-provision a
               component in the system and to put an operation component
In-Service or Out-Of-Service.             

      o      Remote Provisioning: Ability to provision equipment and
                   services from a central location. A remote receives pertinent
information over-the-air from the hub.    

 o      Installation Mode: Auto startup, ranging and other
          pre-service processing for installation of a remote.

          o      On-line/off-line configuration database: Permits the use of
               multiple off-line databases with one on-line database for
pre-provisioning or testing               

         o      Down line load and Software Distribution: Permits multiple
              releases of Software versions, configuration of multiple
domains                                   

o      Fault Management:                                

    o      Summary status reporting: Ability to detect component
      failures via a heart-bit mechanism. Failures are
automatically detected and reported.      

       o      Loop-back tests: Permits bi-directional loop-back of any
interface card for testing.               

        o      Connection monitoring: Status monitoring for a radio path
for a given circuit                       

           o      Connection tracing: Identifies the both sides of the link or
path                                      

o      Performance Management:                          

               Statistics are collected for usage of user interfaces and
               radio links. Periodically statistics are reported to EMS.
(over RF link for remotes)                

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

o      Security Management:                             

           Each operator is assigned a user name and a password.

         Operator profiles can be created and stored in EMS.

o      Report generation                                

     Configuration reports by hub, sector and remote

          o      Safety and FCC certifications/authorizations. These include
          applicable UL and FCC certifications/authorizations.

          o      MTBF: [redacted].  For all other HNS Deliverables, HNS will
              provide MBTF figures such that individual components and
            complete systems will meet or exceed the parameters in
this Agreement.                           

RELEASE - 2.0  (General Availability Date:  [redacted])                         

o      Release-1 functionality                          

o      Full [redacted] functionality                    

o      [redacted] sector antennas to be available       

[redacted]                                

               [redacted] modulation supports the bandwidth necessary to
             carry up to [redacted] over the air in [redacted] mode.

o      [redacted] multiplexer at the hub [redacted]     

    Total bit rate is [redacted] at hub interface.

  In [redacted] Mode: [redacted] are occupied.

                   All traffic multiplexed into a [redacted] can be handled. Any
           number of [redacted] is supported, from [redacted] by
configuration.                            

Specifications                            

Line impedance: [redacted]                

Cable type: [redacted]                    

o      [redacted] interface (at the remote)             

QAM Mode: [redacted] are occupied.        

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

o      [redacted] remote interface.                     

o      [redacted]                                       

o      [redacted] Function at the remote.               

                  Up to [redacted] (from [redacted]) are supported at a single
             remote site. The combined [redacted] and [redacted] are
                   multiplexed onto one [redacted]. A Fiber Extender Module will
         be used at the [redacted] and at the [redacted] for
                   connection. The [redacted] shall support both [redacted] over
                   one [redacted]. [redacted] shall offer a total of [redacted].

o      Network Management:                              

o      Operator Paging                                  

                   An operator can be paged based on a pre-defined failure mode.
  Paging profiles can be stored in a database.

o      Hierarchical map                                 

                Hub and remotes can be viewed using the network hierarchy.
             This allows an operator to view the network differently
compared to using screens.                

o      Local management                                 

               A PC can be connected to a hub or a remote [redacted] for
monitoring purposes.                      

o      SNMP interface to EMS from the NOC               

         Potentially this interface can be used for Billing,
                  Provisioning and Alarm interfaces. This requires discussions
with Teligent to define the interfaces.   

RELEASE - 3  (General Availability Date:  [redacted])                           

Full functionality for Release 3 is not finalized at present. HNS will work     
closely with Teligent to prioritize and address Teligent's requirements. The    
current plan for availability of this release is end of [redacted]. The features
required in this release shall be finalized by [redacted]. At present, only one 
feature is identified for this release.                                         

o      Release-2 functionality                          

o      [redacted]                                       

o      [redacted]                                       

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

      A [redacted] functionality is to be made available
             in Release 3. This [redacted] algorithm shall be based on
[redacted]. It will be on a per radio basis.

o     [redacted]                                        

              A [redacted] capability for customer connections utilizing
            [redacted] connectivity. Bandwidth over the air shall be
               [redacted]. This applies to all [redacted] interface types,
including: [redacted].                      

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

Prices

Section 1: UNIT PRICES

Listed below are 1) the Deliverables which may be purchased by Teligent from    
time to time as specified in the Definitive Agreement, 2) the configuration, and
3) the per unit base pricing.                                                   

Any changes will only be upon mutual agreement, in writing, and the Parties will
so amend this Attachment to conform to the agreed upon changes.                 

PRICES FOR SUBSCRIBER UNITS (TASs):                                             

      Subscriber Unit consisting of Antenna, [redacted]         [redacted]

Note: Requires an [redacted] for service provision. If an [redacted] is to be   
added then it requires a [redacted], which will occupy an SSI slot, to connect  
to an [redacted]. The [redacted] will have either 110 VAC or -48 VDC power      
supply.                                                                         

EXPANSION MULTIPLEXER FOR COMMERCIAL SUBSCRIBER UNITS:                          

Expansion Unit consisting of Common Equipment and Power       
      Supply                                                    [redacted]

Note: Requires a pair of [redacted] one at the main [redacted] and second one   
at the [redacted]. The [redacted] will have [redacted] slots, [redacted] for    
[redacted] and other [redacted] for SSIs. The price for [redacted] interface    
card is given in sub section E.                                                 

PRICES FOR HUB RADIOS:                                                          

        Hub Radio consisting of Antenna, [redacted] and [redacted] for network
management connection[redacted]                               

Note: Requires either a [redacted] or an [redacted] for [redacted] mode or      
[redacted] for [redacted] mode. To support dual mode to connect to the          
transmission equipment at the Hub [redacted] both [redacted] and [redacted] or  
[redacted] and [redacted] cards will be required.                               

PRICE FOR HUB COMMON EQUIPMENT                                                  

      Rack Assembly [redacted]                                  [redacted]

      Hub LAN Router and 56k modem                              [redacted]

         This router will connect all Hub [redacted] via Thinnet or Ethernet and
have POTS interface for dial up access. It will also do PPP to/from IP          
conversion. This router is required to provide dial-up access to [redacted] and 
to provide inter [redacted] communications for redundancy switching.            

PRICES FOR INTERFACE CARDS                                                      

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

  [redacted] card is [redacted] compliant [redacted] (see Item 14,
Attachment 2).                                                

      [redacted]                                                [redacted]

      [redacted]                                                [redacted]

      [redacted]                                                [redacted]

Octal Universal card [redacted] capable, [redacted] interface)

                (for delivery period of year 1)                 [redacted]

                (for delivery period of year 2 and beyond)      [redacted]

      [redacted]                                                [redacted]

PRICES FOR  ELEMENT MANAGEMENT SYSTEM                                           

      OMC can be deployed to provide remote management either on a network
basis or clusters of Hubs. The hardware/software platform priced below supports 
1500 Network Elements.                                                          

      Hardware Platform                                         [redacted]

      Software                                                  [redacted]

      Printers (2)                                              [redacted]

      X-terminals (operator consoles)                           [redacted]

      Terminal Server                                           [redacted]

NETWORK MANAGEMENT SOFTWARE:                                                    

         Element Management System (EMS) one time license Fee     [redacted] per
for both Subscriber and Hub radio.                            [redacted]

PRICES FOR [redacted] REDUNDANCY                                                

Required for only [redacted] mode for the interim period (to be used with the   
[redacted] at the [redacted]). This external switch provides up to 1:4 (four    
primary + 1 back up) redundancy across multiple Hub Terminals in a single       
sector. It is priced in (i) below. Price for a TN with four sectors sized for up
to 1:4 redundancy each is as given in (ii) below.                               

      Redundancy switch for single sector, up to 1:4 redundancy [redacted]

      Redundancy switch for four sectors (up to 1:4 per sector) [redacted]

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

PRICES FOR POTS:                                                                

       An external access device will be used to provide POTS functionality.
This device will interface with the [redacted] via [redacted] ports. 24 POTS    
lines will be supported per [redacted] interface in an uncompressed format. UPS 
or battery back up for POTS access node is not included in these prices.        

  12 POTS line access node, 1 [redacted] interface to [redacted]      [redacted]

  24 POTS line access node, 1 [redacted] interface to [redacted]      [redacted]

  36 POTS line access node, 2 [redacted] interfaces to [redacted]     [redacted]

  48 POTS line access node, 2 [redacted] interfaces to [redacted]     [redacted]

2:1 local concentration at the POTS unit can be provided using TR-08.  This     
would save 1 T1 interface for other services.                                 

  36 POTS line access node, 1 [redacted] interfaces to [redacted]     [redacted]

  48 POTS line access node, 1 [redacted] interfaces to [redacted]     [redacted]

PRICES FOR BATTERY BACKUP:                                                      

[redacted] site.                                              

(These battery back up system is sized for a nominal case [redacted] which has 4
redundant sectors, total of 8 [redacted] consuming a total of 1200 watts +      
additional 300 watts for mux and LAN router. The rectifiers are capable of fully
recharging the depleted batteries in less than 48 hours. The batteries are sized
for [redacted]. The rack housing the batteries and rectifiers is of 23" x 23" x 
84"H and assuming 1" aisle spacing both in front and back will have ~80 lb/sqft 
load)                                                                           

        Price for the DC power supply (1500 watts, -48 VDC) and battery backup
         system, including rack and battery tray.                     [redacted]

[redacted] site.                                              

         Battery back up for [redacted]                               [redacted]
     (190 watts, -48 VDC, [redacted], 48 hour recharge time, stand alone
unit)                                                         

This wattage will support the POTS access unit if it is co-located otherwise it 
may need to be backed up separately.                                            

PRICES FOR MULTIPLEXING AT THE [redacted]                                       

       Hughes Network Systems is in the process of doing a high level design
       for a low cost solution to provide multiplexing and redundancy at the

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      [redacted] for both [redacted] and [redacted] modes. For the nominal
size [redacted] (4 sectors, 1:1 redundant ) HNS guarantees the
following Not to Exceed pricing for the multiplexing function:
-------------                             
     1.  [redacted], 4 Sector, 1:1 redundancy, 1 [redacted] Output:   [redacted]

     2.  [redacted], 4 Sector, 1:1 redundancy,  1 [redacted] Output:  [redacted]

        (Note:  HNS, at its discretion, may apportion the costs to other parts
         within the [redacted] but the total price of this nominal configuration
         will not exceed the total price based on the current pricing structure)

        This solution will be available starting [redacted]. If the [redacted]
solution is not available at [redacted] between [redacted] and
       [redacted], TELIGENT shall be entitled to dollar for dollar equipment
   credits, to be used for prospective purchases, for all [redacted]
multiplexors purchased in that 90-day period in the amount of 
[redacted].                                                   

In the interim period HNS offers the following options for the multiplexing:    

[redacted] Multiplexor:                                                         

The [redacted] will be used to multiplex [redacted] from the Hub [redacted] and 
connect to the network via one or more [redacted] ports. In the configuration   
quoted below, the [redacted] will meet the Teligent requirement of not having a 
single point of failure in the traffic path both on the input and output ports  
(except as noted on Feature 4 on Attachment 2).                                 

Pricing for the [redacted], per the configuration below:      
[redacted]                                                    

This configuration will be able to support a 4-sector Hub with each sector      
having redundant radios [redacted], and provide a concentration of 4:1, with 4  
[redacted] inputs mapped to one (1) [redacted] output with 1:1 redundancy       
supported on all modules.                                                       

         o     12-slot [redacted] shelf with -48V dc supply, fan unit, and
                maintenance interface card with a 1:1 backup redundant power
supply and maintenance interface card.      

           o     Four (4) [redacted] interface modules to interface to the Hub
[redacted], configured with a 1:1 redundancy

   o     One (1) [redacted] output port with a 1:1 redundancy.

[redacted] Multiplexor:                                                         

Two options are offered. HUGHES reserves the right to request and obtain mutual 
agreement for the selection of a third option not specified below, so long as   
such option offers substantially similar functionality and no increase in price 
to TELIGENT. If the Parties do select an option other than one of the options   
listed below, HUGHES will include all support costs of network management in the
selected option with no increase in price. Only one option will be selected.    

Option 1: HNS [redacted]                                                        

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The first option using [redacted] switch meets Teligent requirement of not      
introducing a single point of failure in the traffic path.                      

[redacted] is a high availability carrier class switch. In addition to        
providing the required concentration across sectors and the required redundancy 
function this switch can be used by Teligent to build a distributed backbone    
connecting a number of [redacted] within a Metropolitan Area or across an entire
market ( Wide Area Network ). This backbone can also be a very cost effective   
outer tier of a two tier backbone architecture.                                 

This ATM switch will be used to multiplex [redacted] from the Hub [redacted] and
connect to the network via one or more [redacted] or [redacted] ports. It is    
also used to provide redundancy for the Hub [redacted]. This mux offers a fully 
redundant package that has no single point of failure; it offers multi-level of 
protection both for common equipment including switch fabric and for I/O paths. 
Additionally, it supports both 1:1 and 1:n redundancy for the HTs. Some example 
cases and pricing for them are given below. These examples are chosen to        
represent Teligent nominal scenarios. In the [redacted] common equipment there  
is 1:1 redundancy for power box (supply and feed), 1:1 redundancy for Switch    
Control Module, 1:n redundancy for the switch fabric as well for the fans in the
fan tray. I/O details are as given below:                                       

    (i)      [redacted] sectors, 1:1 redundant solution     [redacted]
                                                               (total[redact
                                                           ed] ports
                                                            supporting
                                                          four 1:1
                                                          feeds to
                                                            [redacted]
                                                              and total of
                                                            [redacted]
                                                       ports
                                                                supporting two
                                                           1:1 feeds
                                                               from Network)

    (ii)     [redacted] sectors, 1:1 redundant solution     [redacted]
(total [redacted] ports supporting eight 1:1 feeds to         
[redacted] and total of [redacted] ports supporting two       
1:1 feeds from Network)                                       

    (iii) [redacted] sectors, 2:1 redundant solution        [redacted]
(total [redacted] ports supporting four 2:1 feeds to          
[redacted] and total of [redacted] ports supporting two       
1:1 feeds from Network)                                       

    (iv)     [redacted] sectors, 3:1 redundant solution     [redacted]
(total [redacted] ports supporting four 3:1 feeds to          
[redacted] and total of [redacted] ports supporting two       
1:1 feeds from Network.                                       

  This solution requires [redacted] option, addition of 2nd common
equipment)                                                    

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

Option 2: [redacted] Switch                                                     

The second option using [redacted] switch does not meet Teligent requirement of 
not introducing a single point of failure in the traffic path as the switch     
fabric used in it is non-redundant. An [redacted] multiplexor will be used to   
multiplex [redacted] from the Hub [redacted] and connect to the network via one 
or more [redacted] or [redacted] ports. This mux will support four sectors 1:1, 
four sectors 1:2, four sectors 1:3 and eight sectors 1:1 redundancy schemes. It 
has total [redacted] input ports (thus providing 1:1 redundancy for [redacted]  
connections) and total of [redacted] (or [redacted]) output ports which can be  
configured for 1:1 or up to 1:3 redundancy. This mux has a single point of      
failure in the switch fabric and thus does not meet Teligent's requirement of no
single point of failure in the traffic path at the [redacted].                  

    (i)      [redacted] sectors, 1:1 redundant solution     [redacted]
(total [redacted] ports supporting four or eight 1:1          
feeds to [redacted] and total of [redacted] ports             
supporting two 1:1 feeds from Network)                        

    (ii)     [redacted] sectors, 2:1 redundant solution     [redacted]
(total [redacted] ports supporting four 2:1 feeds to          
[redacted] and total of [redacted] ports supporting two       
1:1 feeds from Network)                                       

    (iii) [redacted] sectors, 3:1 redundant solution        [redacted]
(total [redacted] ports supporting four 3:1 feeds to          
[redacted] and total of [redacted] ports supporting two       
1:1 feeds from Network.                                       

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Teligent - Hughes Equipment Purchase Agreement - Attachment 1 

SECTION 2.0                                                                     
NOTES TO PRICING

The following items are not included in the Pricing.                            

A0   SUBSCRIBER                                                                 
(i)  *IFL cable to connect [redacted]                         
(ii)  Option for DC Primary Power                             
     (iii)*Custom Subscriber Antenna Mounting Kit, if required (standard
pole mount is included)                             
        (iv) *Custom Installation Tools, if required (standard tools included)
      (v) Local Craft Terminal (vi) Cables for subscriber connection (vii)
Custom Antenna mounting kit, if required              

B0   [redacted]                                                                 
(i)  *Cable(s) required to interconnect [redacted]            
(ii)  UPS or Battery systems                                  

C.  HUB                                                                         
(i)  *IFL cables to connect [redacted] and [redacted]         
(ii)  Miscellaneous RF and other Test Equipment               
(iii) Site Monitoring (A.C., entry, fire, etc.)               
(iv) *Interconnect cables                                     
(v)   Any adapters or converters required to interface with   
transmission or backhaul equipment                
  (vi)  Timing reference source (assumption: the transport network
equipment will provide it)                        

* HNS can quote prices and supply once standard configurations are finalized.   

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 Teligent - Hughes Equipment Purchase Agreement - Attachment 2

 Attachment 2 - Critical Product Requirements Development Schedule

[redacted]                                                                      

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Teligent - Hughes Equipment Purchase Agreement -Attachment 3

Attachment 3 - Maintenance Agreement

                                                             SECTION 1.0
                                                   SCOPE AND DEFINITIONS

34.   SCOPE                                                                     

This Exhibit defines work to be performed by HNS to provide System Support      
Services to TELIGENT and TELIGENT's operational and maintenance designees       
(collectively, hereinafter referred to as "TELIGENT"). This Agreement           
supplements the one between the Parties for Teligent's purchase of Hughes       
equipment ("Definitive Agreement"), dated December ___, 1998. The terms of the  
Definitive Agreement shall control in the event of a conflict between this      
agreement and the Definitive Agreement                                          

35.   DEFINITIONS                                                               

36.   System Support Services                                 

System Support Services are those services performed by HNS during the Warranty 
Period and Extended Warranty Period(s), as applicable, for each System and      
System component. The System Support Services described herein shall be         
performed in an identical fashion under both warranty and extended warranty     
(except as otherwise described in Section 3.4.3 (Shipping) below). They include 
the following categories of service which are further described herein: (i)     
Factory Repair and Return services, (ii) Technical Assistance Center (TAC)      
Support Services, (iii) Software Maintenance and Support, (iv) On-Site Support  
and (v) Emergency FRU Replacement.                                              

37.   Problem                                                 

A Problem is any failure or fault of the System or any part thereof to perform  
according to the Specifications, Documentation and any other agreed upon        
specifications or requirements. Problems will be characterized as Critical      
Problems, Major Problems or Minor Problems as defined below. The classification 
of a given Problem may change as corrective actions partially restore System    
functionality.                                                                  

38.   Critical Problem                                        

A Critical Problem is where the Problem(s) causes a System (or any part thereof)
failure or fault (partial failure) resulting in either (i) loss of service or   
degraded service on a repeated or continuous basis or (ii) an impaired ability  
to provision, manage or maintain services on a real-time basis.                 

39.   Major Problem                                           

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A Major Problem is one in which such Problem(s) causes a System (or part        
thereof) failure or fault (partial failure) which results in loss of service    
level functionality resulting in either (i) degraded service on an intermittent 
basis or (ii) an impaired ability to provision, manage and maintain services on 
a real-time basis.                                                              

40.   Minor Problem                                           

A Minor Problem is where the Problem(s) causes a System (or part thereof)       
failure or fault (partial failure) that does not affect service level           
functionality but does cause a minor operator inconvenience.                    

41.   FRU                                                     

Field Replaceable Units (FRUs) include those of components, modules, or         
subassemblies of equipment mutually agreed to by the parties as field           
replaceable.                                                                    

42.   Response                                                

First callback to TELIGENT from an HNS technical support engineer after         
TELIGENT's initial call to Technical Assistance Center (TAC).                   

43.   Response Time                                           

Response Time is the elapsed time between TELIGENT's initial call reporting a   
Problem to the TAC and the completion of the Response.                          

44.   Other Definitions                                       

Other capitalized terms have the meaning given them in the Definitive Agreement.
References to "System," "Equipment," or "equipment" herein shall mean the       
Deliverables provided under the Definitive Agreement.                           

 SECTION 2.0
 TECHNICAL ASSISTANCE CENTER (TAC)

45.   TAC AVAILABILITY                                                          

       46.  HNS will provide Technical Assistance Center support to TELIGENT
              24 hours a day, 7days a week, 365 days a year. The TAC will be the
           interface between TELIGENT and HNS for System Support Services.
             The System Support Services that will be performed by the TAC are
described in this Exhibit.                          

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      47.  The TAC will provide single-point-of-contact administration for
            all System Support Services. The TAC will log all service calls,
       track their status, inform TELIGENT of the call status upon
             TELIGENT's request, and will coordinate all aspects of the System
Support Services.                                   

       48.  TELIGENT will reasonably comply with the System Support Services
         administrative and technical procedures provided by HNS. Such
    procedures may be modified from time to time by HNS upon
          reasonable notice to TELIGENT. Such procedures will not limit,
          contradict or adversely impact the System Support Services set
forth herein.                                       

49.   RESPONSE TIMES                                                            

HNS will provide a Response to TELIGENT in compliance with the following        
intervals:                                                                      

o  Critical Problems - TAC calls initiated during HNS normal business         
hours:   [redacted].                                                    

o  Critical Problems - TAC calls initiated outside HNS normal business hours: 
within [redacted].                                                      

o  Major Problems - TAC calls initiated during HNS normal business hours:     
within [redacted].                                                      

o  Major Problems - TAC calls initiated outside HNS normal business hours:    
within [redacted].                                                      

o  Minor Problems - TAC calls initiated during HNS normal business hours:     
within [redacted]                                                       

o  HNS' normal business hours are Monday - Friday, 8:30 a.m. - 5:30 p.m. EST. 

 SECTION 3.0

TAC support services; factory repair and return; software maintenance and     
         support; on-site support; emergency FRU replacement

50.   TAC ASSISTANCE                                                            

The TAC will provide technical assistance, via a USA Domestic toll free (800)   
number, to TELIGENT's designated operational and maintenance personnel. Requests
for support that do not require immediate assistance can also be made via       
facsimile and electronic mail. Tasks that will be performed by the TAC will     
include:                                                                        

o   Help TELIGENT resolve operational problems                        

o   Help TELIGENT with fault isolation and problem determination for  
Systems                                                       

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Teligent - Hughes Equipment Purchase Agreement -Attachment 3

o   Provide remote diagnostic support via a dial-up connection to     
TELIGENT's equipment where provided                           

o   Explain Documentation                                             

   o   Administer System Support Services, including logging calls, tracking
         status, making status available, and coordinating all aspects of System
Support Service                                               

o   Coordinate escalation and engineering support                     

 o   Coordinate FRU return materials authorizations via the HNS Customer
Service Material Return Center                                

     o   Provide emergency FRU replacement service via coordination with the HNS
Customer Service Material Return Center                       

   o   Provide third-party maintenance when covered under the System Support
  Service (such services to be performed by underlying third party
manufacturer)                                                 

    o   Accept requests for System Support Services from TELIGENT's authorized
personnel as updated from time to time by TELIGENT            

o   Provide System Release Notices                                    

o   Provide Software version updates and new releases                 

o   Provide Documentation updates                                     

o   Provide TAC Bulletins and Customer Service Bulletins              

51.   PROBLEM RESOLUTION                                                        

As potential Problems are identified by TELIGENT, TELIGENT will be asked for an 
initial classification using the above definitions (i.e., Critical, Major and   
Minor). The TAC will provide a Response to TELIGENT based upon such             
classification and will create a trouble log entry and commence fault isolation 
and Problem determination procedure.                                            

52.   Critical Problem                                        

If a Problem is a Critical Problem, HNS will use reasonable best efforts to     
restore full System functionality via a software patch, by providing an         
operational workaround, by changing a database, by suggesting that Equipment    

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components be replaced, or by some other method. HNS personnel, with TELIGENT   
permission, may attempt to dial in to the System to identify the cause of the   
Critical Problem. Should the Critical Problem continue and HNS cannot simulate  
or recreate or otherwise identify the cause of the Problem at HNS' facility, HNS
will dispatch a qualified maintenance engineer to travel to TELIGENT's site. The
designated HNS maintenance engineer shall remain on-site and dedicated to       
TELIGENT until such time as the Critical Problem is either resolved or          
downgraded to a Major Problem. HNS' TAC will continue telephone assistance, as  
required, during the duration of Problem resolution.                            

If the Critical Problem resolution shows that the Problem which resulted in     
on-site support was not caused by Equipment or Software provided by HNS, or if  
HNS demonstrates that TELIGENT has not maintained the Equipment in accordance   
with the Documentation, or TELIGENT has not reasonably followed the System      
Support Services administrative and technical procedures provided by HNS, then  
TELIGENT will pay HNS for the site visit at HNS standard rates and any related  
out of pocket expenses.                                                         

53.   Major Problem                                           

If a Problem is a Major Problem, HNS will attempt to restore full System        
functionality via a software patch, by changing a database, by suggesting that  
Equipment components be replaced, or by some other method. HNS personnel, with  
TELIGENT permission, may attempt to dial in to the System to identify the cause 
of the Major Problem. Should a software patch, if required and requested, not be
provided within [redacted] of Response and HNS cannot simulate or recreate or   
otherwise identify the cause of the Problem at HNS' facility, HNS will dispatch,
at TELIGENT's request, a qualified maintenance engineer to travel to TELIGENT's 
site. The designated HNS maintenance engineer shall remain on-site and dedicated
to TELIGENT until such time as the Major Problem is either resolved or          
downgraded to a Minor Problem. HNS' TAC will continue telephone assistance, as  
required, during the duration of Problem resolution.                            

If the Major Problem resolution shows that the Problem which resulted in on-site
support was not caused by Equipment or Software provided by HNS, or if HNS      
demonstrates that TELIGENT has not maintained the Equipment in accordance with  
the Documentation, or TELIGENT has not reasonably followed the System Support   
Services administrative and technical procedures provided by HNS, then TELIGENT 
will pay HNS for the site visit in accordance with HNS standard rates and any   
related out of pocket expenses.                                                 

54.   Minor Problem Resolution                                

For Minor Problems, HNS will provide a Response to TELIGENT within [redacted].  
The fix for the Minor Problem, if software related, will be provided either as a
patch or permanent fix in a software maintenance release, version update or     
major release on a mutually agreed to schedule.                                 

55.   Escalation                                              

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TAC management will review the status of each Problem which exceeds the         
intervals set forth above (i.e. Response intervals, software patch intervals)   
for each Problem classification. The TAC will obtain additional HNS resources as
appropriate to accelerate Problem resolution. The TAC will escalate to more     
senior levels within the organization and will obtain support from the          
engineering development teams as appropriate to accelerate Problem resolution.  

3.1  FACTORY REPAIR AND RETURN SERVICE                                          

56.   Optional Repair or Replace                              

HNS will, at its option, repair or replace defective FRUs which have been       
delivered by TELIGENT to HNS' Customer Service Material Return Center (MRC).    
Equipment replacement will be coordinated through the HNS Customer Service      
Material Return Center. Normal hours for the Material Return Center are 7 AM to 
5 PM, Monday - Friday (Eastern Time). Emergency Sparing, as described in Section
3.11, is available 24 hours per day, 365 days per year.                         

3.1.1    Procedures                                           

TELIGENT will return failed FRUs to HNS' Customer Service Material Return Center
following the reasonable procedures established by the MRC. HNS will repair or  
replace TELIGENT returned FRUs, bringing the repaired or replaced FRU to the    
latest hardware revision level when such revision represents a functional       
improvement , and return a repaired or replaced FRU to TELIGENT within 45 days  
of receipt by HNS.                                                              

57.   Shipping                                                

HNS will supply TELIGENT with any required specialized shipping instructions (  
HNS will be shipping in re-useable packaging for the FRUs) to ensure further    
damage to Equipment does not occur during shipping. While Equipment is under    
warranty (i.e., during the Warranty Period), HNS will pay for shipment of failed
and repaired or replaced Equipment in both directions. During the Extended      
Warranty Period, TELIGENT will pay for shipping of failed Equipment to the HNS  
Customer Service Material Return Center, and HNS will pay for shipping of       
repaired or replaced Equipment.                                                 

58.   Warranty                                                

The repaired or replacement FRU will be warranted for [redacted] after shipment 
or the remainder of the original Warranty Period, whichever is greater.         

59.   Non-FRU Repairs                                         

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At TELIGENT's request, HNS will provide and install replacements for failed     
HNS-provided non-FRU equipment (i.e. cables, backplanes), including equipment   
manufactured by third parties. HNS will perform such services at its standard   
rates plus the cost of parts, if any.                                           

60.   CUSTOMER REQUESTED CALL OUT SERVICE                                       

At TELIGENT's request, an experienced System maintenance engineer will travel to
TELIGENT's site to provide on-site support services. This support is to be made 
available on a mutually agreeable schedule, at HNS standard rates as specified  
in Exhibit 5 for such services.                                                 

61.   SYSTEM RELEASE NOTICES                                                    

HNS will send System Release Notices to TELIGENT from time to time. System      
Release Notices will provide information about upcoming new System features and 
new System releases and versions. Notices will be provided in advance of        
releases to allow TELIGENT time for planning and evaluation.                    

3.2  SOFTWARE MAINTENANCE                                                       

HNS will, from time to time, issue Software version updates and new releases.   
These will be sent out to fix problems, provide improved operational            
performance, or to remain current with the latest release of embedded           
third-party software. These releases and version updates will be provided       
subject to the terms of the Definitive Agreement. TELIGENT will upgrade to the  
current version of the Software within 1 year of each release or upgrade such   
that at no time will the Software version deployed by TELIGENT be more than one 
year behind the latest HNS release. Updates to the latest release may be        
required to correct a software defect. The upgrade path may require loading an  
intermediate release if TELIGENT is more than one release behind.               

62.   DOCUMENTATION UPDATES                                                     

HNS will provide updates to the standard Documentation, including any required  
updates to third-party equipment or software documentation. Updates will be     
provided with all new major releases of the software. HNS will provide          
preliminary software Documentation updates with the related System Release      
Notice.                                                                         

3.3  TAC AND CUSTOMER SERVICE BULLETINS                                         

HNS will issue TAC and Customer Service Bulletins from time to time to notify   
System operators of Problems found in the System along with steps to work around
these Problems. TAC Bulletins provide technical information associated with the 

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operation of the System. Customer Service Bulletins are provided to provide     
information associated with services provided by the TAC. HNS may also issue TAC
Bulletins from time to time to provide additional information, not in the       
current Documentation, that will make operation of the System easier. HNS will  
incorporate information in the TAC Bulletins into the next update of the        
Documentation.                                                                  

3.4  CONFIGURATION CONTROL                                                      

The TAC will maintain accurate records of Equipment including assembly number,  
hardware revision level delivered to each market, and software version and patch
delivered to the NOC and EMS. These records do not include TELIGENT's databases.

3.5  SERVICE LIMITATIONS                                                        

HNS will not be obligated to provide Services if HNS demonstrates that the      
Equipment to be serviced is not reasonably accessible or that conditions at the 
Equipment site are unsafe. In such an event, TELIGENT will promptly provide     
access or correct the safety problem. Upon correction of the safety problem, HNS
will promptly provide the Services.                                             

3.6  EMERGENCY SPARING                                                          

As the Parties shall mutually agree.                                            

 SECTION 4.0
 CUSTOMER RESPONSIBILITIES

4.1  FAULT ISOLATION AND PROBLEM DETERMINATION                                  

TELIGENT will maintain NOC personnel and regional maintenance technicians who   
have received HNS training on the operations and maintenance of the Equipment.  
TELIGENT NOC personnel and maintenance technicians will be on call for trouble  
management and will be available on-site at EMS, hub, and subscriber locations  
to assist TAC personnel in problem diagnosis as required.                       

TELIGENT is responsible for day to day operation of the Equipment to include    
operation, maintenance and configuration of System databases, proactive network 
monitoring and traffic analysis, observing and responding to network events and 
alarm messages, and initial identification of Problems. After TELIGENT performs 
initial troubleshooting procedures and is unable to clear a Problem, TELIGENT   
will call TAC to report the Problem.                                            

4.2  PERSONNEL ACCESS TO CUSTOMER EQUIPMENT                                     

TELIGENT hereby grants HNS and HNS authorized representatives reasonable access 
to TELIGENT sites for the purpose of providing Services. HNS will comply with   
TELIGENT's security regulations and procedures for site access.                 

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4.3  DIAL-UP ACCESS TO CUSTOMER EQUIPMENT                                       

TELIGENT will provide necessary dial-up facilities at its' NOC and will allow   
qualified HNS personnel, if requested by the TAC, to access TELIGENT's Equipment
via a dial-up telephone line. TELIGENT will permit HNS personnel to troubleshoot
the System via the dial-in consoles. Such troubleshooting may include temporary 
operation of the Equipment upon authorization by TELIGENT. To the extent dial-up
access is required, HNS' obligations hereunder are subject to the availability  
of this access. HNS dial-up access will be secured by means of dial-back modems 
or other suitable security method.                                              

4.4  CUSTOMER SYSTEM SUPPORT MANAGER                                            

TELIGENT will identify to the TAC a limited number of TELIGENT personnel        
authorized to request System Support Services from HNS. TELIGENT will identify  
to HNS a single executive who is responsible for operation of the network.      

4.5  OPTIONAL SERVICES                                                          

Re-certification Of Equipment                                                   

If, upon commencement of Service under this Agreement, any Equipment is not     
currently under warranty from, or a prior extended warranty with, HNS, then HNS 
will inspect such Equipment and perform such repair or maintenance as may be    
required to put the Equipment into acceptable operating condition and TELIGENT  
will pay HNS for such inspection, repair and maintenance at the established     
rates and charges for TELIGENT Requested Call Out Service plus the prevailing   
price for required parts.                                                       

4.6  UTILITY ACCESS                                                             

TELIGENT will provide HNS access to electrical power, water, and other          
utilities, and free telephone and fax access to the TAC where feasible. TELIGENT
will also provide, upon HNS' request, toll free telephone access from NOC and   
EMS sites to facilitate fault isolation. HNS maintenance personnel on site at   
TELIGENT's location shall carry cellular telephones for use from rooftops or    
other Equipment locations where phone service is not available for communication
with TAC, NOC or other HNS technical support/engineering personnel.             

4.7  OPERATING ENVIRONMENT                                                      

TELIGENT will maintain minimum site-environment conditions, as specified in the 
Documentation.                                                                  

4.8  PURCHASE OF SPARES                                                         

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TELIGENT will purchase and maintain an inventory of spares, based in part on HNS
recommendations.                                                                

4.9  EQUIPMENT TAGS                                                             

TELIGENT will not place or affix any permanent type of identification or        
permanent accounting mark or tag on any FRU that may have to be returned to HNS 
for repair or replacement.                                                      

 SECTION 5.0
SYSTEMS SUPPORT SERVICES PRICING

-------------------------------------- -----------------------------------------
Category I                        |Annual price shall be equal to [redacted] per
TAC                               |year of the price of all Equipment delivered 
Problem Resolution                |to TELIGENT, calculated at the end of each   
System Release Notices            |quarter, plus [redacted] per Element Manager 
TAC and Customer Service Bulletins|for Software maintenance; provided, however, 
Configuration Control             |that for Equipment to be Accepted by         
Emergency Sparing                 |TELIGNT, such Equipment shall not be included
On-site Support                   |in the calculation of this price until it has
Software Maintenance and Support  |been Accepted.                               
Documentation Updates             |                                             
--------------------------------------------------------------------------------
Category II                       |Annual price shall be [redacted] of price of 
Factory Repair and Return         |all Equipment delivered to TELIGENT for which
                               |warranty period has expired, calculated at
            |the end of each quarter
----------------------------------------------------------- --------------------

 SECTION 6.0

Article 19 - Miscellaneous of the Definitive Agreement is incorporated herein by
this reference.                                                                 

IN WITNESS WHEREOF, each of the Parties hereto have caused this Agreement to be 
duly executed by their authorized representatives and to be effective as of the 
date first above written.                                                       

TELIGENT, INC.                                    HUGHES NETWORK SYSTEMS        

                                                A HUGHES ELECTRONICS COMPANY

By:                                               By:                           
Name:                                            Name:                
Title:                                           Title:               
Address:                                         Address:             

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                          70

Attachment 4 - Responsibility Matrix

<to be developed mutually; will be a detailed division of responsibility, along 
the lines of those developed for the cellular environment>                    

 Attachment 5 - Acceptance Test Procedures

<to be developed mutually>                                                      

Attachment 6 - Sample Purchase Order

<supplied by Hughes separately>                                                 

 Attachment 7 - HUGHES Quality Management System

<to be supplied by Hughes>                                                      

[redacted]                                                                      

70

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 8-K Filing	Date	First	Last	Other Filings

	12/18/98	1	5
For The Period Ended	4/14/99
Filed On / Filed As Of	4/19/99
	8/1/99	31
	9/1/99	31

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Teligent Inc · 8-K · For 4/14/99 · EX-10

Filed On 4/19/99 · SEC File 0-23387 · Accession Number 1047021-99-4

Current Report · Form 8-KFiling Table of Contents

EX-10 · Equipment Purchase AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Current Report · Form 8-K
Filing Table of Contents

EX-10 · Equipment Purchase Agreement
Exhibit Table of Contents