{"id":42551,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-lease-racal-datacom-inc-and-concentric-research-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-lease-racal-datacom-inc-and-concentric-research-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-lease-racal-datacom-inc-and-concentric-research-corp.html","title":{"rendered":"Master Lease &#8211; Racal-Datacom Inc. and Concentric Research Corp."},"content":{"rendered":"<pre>\n                                 MASTER LEASE\n\n                            AGREEMENT NUMBER CON 01C\n\n     This Agreement ('Agreement') is entered into this 4th day of August, 1994\nby and between Racal-Datacom, Inc., a Delaware corporation, (hereinafter\nreferred to as 'Lessor'), having its principal place of business located at 1601\nNorth Harrison Parkway, Sunrise, Florida 33323-2899 and Concentric Research\nCorporation, a Florida corporation (hereinafter referred to as 'Lessee') having\nits principal place of business at 400 Forty-First Street, Bay City, MI 48708.\n\n\n                                WITNESSETH THAT\n\n     WHEREAS, Lessor is the manufacturer of data communication products which\nare composed of hardware (hereinafter referred to as 'Equipment') and software\nwhich is defined as a set of processor instructions that can be ported into a\nprocessor and executed to provide a defined functionality (hereinafter referred\nto as 'Software'); and\n\n     WHEREAS, Lessee is desirous of leasing such Equipment or Software from\nLessor for use with Lessee's communications network; and\n\n     WHEREAS, both parties are desirous of establishing the terms and conditions\nwhich shall govern all orders issued pursuant to this Agreement.\n\n     NOW THEREFORE, in consideration of the covenants, premises and mutual\nagreements contained herein, the parties do hereby agree as follows:\n\n                                    PURPOSE\n                                    -------\n\n     The purpose of this Agreement is to set forth the terms and conditions\npursuant to which Lessee may submit orders (as defined in Article III) to\nLessor, All Orders must be accepted by Lessor at its headquarters, Sunrise,\nFlorida.\n\n \nII.  Term of Agreement\n     -----------------\n\n     This Agreement shall commence upon the date first written above and shall\ncontinue for a term of twelve (12) months.  The Agreement shall govern all\nOrders placed hereunder provided such orders are received by Lessor within\ntwelve (12) months and the Equipment and Software ordered is installed within\nfourteen (14) months, both of said periods beginning upon the date of\ncommencement of this Agreement.  Thereafter, this Agreement shall automatically\nrenew itself in twelve (12) month increments unless either party notifies the\nother of its decision to terminate this Agreement by providing the other party\nsixty (60) days written notice prior to the expiration of the period then in\neffect.\n\n     Notwithstanding that this Agreement may terminate prior to the expiration\nof an individual Orders term, it is expressly agreed that any Order issued\npursuant to this Agreement shall continue to be in full force and effect until\nthe expiration of such Orders stated minimum term, and shall continue to be\ngoverned by the terms of this Agreement.\n\nIII. Ordering Procedure\n     ------------------\n\n     Lessee shall issue Orders to Lessor on Lessors order form or Lessee's order\nform.  At a minimum, such Orders shall include the following information:\n\n     a.  Description of Equipment to be leased and Software to be licensed.\n     b.  Quantity of each item of Equipment or Software.\n     c.  Monthly lease rate, license fee and lease term for each item.\n     d.  Unit installation price for each item (if applicable).\n     e.  Unit purchase price for each item.\n     f.  Requested delivery date.\n     g.  Shipping location and Lessee prime contact at shipping location.\n     h.  Billing address and billing contact.\n     i.  Required Lessor services such as standard handling, installation,\nmaintenance, training and engineering costs (if applicable), and their\nrespective charges.\n\n     Lessor will acknowledge acceptance or rejection of orders within fifteen\n(15) days after receipt of the order at Lessor's principal place of business,\nSunrise, Florida.  Once accepted, the order is noncancelable.  If Lessor\nproposes a delivery schedule different from the schedule requested by Lessee,\nLessee must notify Lessor of its rejection of such alternate delivery schedule\nwithin fifteen (15) days after mailing of such notification by Lessor, or the\nLessor acknowledged shipping date shall be deemed to be accepted by Lessee.\n\nIV.  Commencement and Term of Order\n     ------------------------------\n\n     An Order for an individual unit of Equipment or Software shall be binding\nfrom the date it is accepted by Lessor.  Commencement of term and monthly rental\nas to each unit of Equipment and Software shall commence fifteen (15) days after\nthe deployment of CRC's Wide Area Network, the\n\n                                      -2-\n\n \nLessee, an AT&amp;T , whichever first occurs (the 'Commencement Date').  Monthly\nrental for a diagnostic controller applicable, shall commence thirty (30) days\nfollowing the Deployment Date by Lessor.  The lease term shall continue for the\nnumber of full months set forth on the Order, commencing on the first day of the\nmonth following the Commencement Date.\n\n     Network deployment shall mean that Lessors Equipment which is deployed at\nthe available sites set forth on the deployment schedule agreed to by the\nparties and attached hereto as Exhibit 4 is operational.  Operational shall mean\nthat the Lessor supplied Equipment is functioning in accordance with the\nparameters set forth in Exhibit 3 notwithstanding the operational capability or\nlack thereof of any other equipment or services provided by any other party\nrelating thereto or in connection therewith.\n\n     Lessee agrees to complete a Certificate of Acceptance for each unit of\nEquipment and Software shipped under this Agreement.  Such Certificate of\nAcceptance shall be forwarded to Lessor within seven days of the Commencement\nDate set forth above and shall indicate that: (i) Lessee has fully inspected the\nEquipment and Software; (ii) Lessee has acknowledged that the Equipment and\nSoftware is in good condition and repair; and, (iii) Lessee agrees that the\nEquipment and Software meets their respective Lessor published specifications.\nFailure of Lessee to provide a Certificate of Acceptance shall not affect any\nLessee obligations set forth in this Agreement, including but not limited\nto payment.\n\n     The Order may be renewed for an extended term in accordance with Lessor's\npolicies in effect at time of the Order's expiration.  Either party must notify\nthe other in writing at least sixty (60) days prior to expiration of the lease\nterm of its decision to either renew the Order or terminate any or all of the\nEquipment and Software leased thereunder.  Without such notice, the Order shall\ncontinue at the same rate and under the same conditions until such sixty (60)\nday notice is given by either party.\n\n     Notwithstanding that the lease contemplates the lease term set forth on the\nface of the Order, it is agreed that if Lessee is a governmental entity and is\nfiscally funded, continuance of the Order for said term is dependent upon the\nannual legislative approval of funding.  Lessee agrees to utilize its best\nefforts to assure funding for the continuance of the Order; however, if fiscal\nfunding is denied, the Lessee may terminate the lease by providing Lessor with\nwritten notice as outlined in this provision.\n\nV.   Return of Equipment and Software\n     --------------------------------\n\n     Upon termination by expiration or otherwise of each Order, Lessee shall, at\nLessee's expense, disconnect the Equipment or de-install the Software and allow\nLessor to enter Lessee's premises to pack and ship the Equipment and Software.\nSuch Equipment and Software returned to Lessor shall be in the same condition as\ndelivered by Lessor, reasonable wear and tear excepted and capable of meeting\nall recertification requirements.  If Lessor is not allowed to remove the\nEquipment and Software as noted within two (2) weeks after the effective date of\nLessee's notice of termination, such termination shall be void, and the lease\nshall continue in full force and effect until new notice is given followed by\nremoval of Equipment and Software in accordance with this paragraph.\n\n                                      -3-\n\n \nVI.  Payment\n     -------\n\n     The Equipment and Software is to be leased for the term set forth on the\nOrder and is non-cancelable.  Lessee shall pay to Lessor, the monthly rate set\nforth on the Order during each month of the term of such Order.  Lessors initial\n                                                                 ---------------\npayment due hereunder shall be paid on the fifteenth (15th) day following the\n-----------------------------------------------------------------------------\nCommencement Date.  The remainder of the rental payments for the lease term\n---------------------------------------------------------------------------\nshall be due and payable on the first day of each calendar month thereafter.\n---------------------------------------------------------------------------  \nThe Equipment furnished hereunder may be new, remanufactured or contain used\ncomponents at Lessor's option.  If the Commencement Date of each unit of\nEquipment leased hereunder is other than the first day of each month, the first\npayment due hereunder shall be equal to one thirtieth of the monthly rate set\nforth on the Order for each day from and including the Commencement Date through\nand including the last day of the month prior to the beginning of the term and\nthe monthly rate for the full initial month. Lessor reserves the right to impose\na late payment charge of one and one-half percent (1-1\/2%) per month, but not in\nexcess of the lawful maximum, on any past due balance in the event Lessee shall\nfail to pay any charges within fifteen (15) days after same are due, and Lessee\nagrees to pay same.  If such rate exceeds the amount authorized by law in the\njurisdiction in which the Equipment or Software is located, interest shall be\ncomputed at the maximum legal rate at that location.  Payments shall be made to\nthe Lessor address stated on each invoice.  Charges for Lessor services (such as\nstandard handling, installation, engineering costs (if applicable) and training)\nshall also be at the prevailing rates at time of order.  Any applicable taxes\nwill be invoiced.\n\nVII. Assignment\n     ----------\n\n     Without Lessor's prior written consent, Lessee shall not (a) assign,\ntransfer, pledge, hypothecate, or otherwise dispose of all or any part of\nLessee's right, title or interest in and to this Agreement, any Order, the\nEquipment or Software, or (b) sublet or lend the Equipment or Software or permit\nit to be used by anyone other than Lessee or Lessee's employees.  Lessor may\nsell or assign or grant a security interest or participation in all or any part\nof Lessor's right, title or interest in and to this Agreement, any Order and the\nEquipment or Software without notice to Lessee, and Lessor's assignee or secured\nparty may then re-assign such interest without notice to Lessee.  Lessee agrees\nthat any such assignment or re-assignment shall not change Lessee's or Lessors\n                                                                    ----------\nduties or obligations under this Agreement or any Order and Lessee hereby\nconsents to any such assignment or re-assignment.  Each such assignee and\/or\nsecured party shall have all the rights but none of the obligations of Lessor\nunder such Order unless Lessee is otherwise notified by Lessor.  Lessee shall\nrecognize such assignments and\/or security agreements and agrees that upon\nnotice of such assignment it shall pay directly to assignee (unless otherwise\ndirected by assignee) without abatement, deduction or setoff all amounts which\nbecome due hereunder and further agrees that it will not assert against assignee\nany defense, counterclaim or setoff for any reason whatsoever in any action for\nlease payments or possession brought by assignee.  Upon such assignment and\nexcept as may otherwise be provided therein, all references in this Agreement to\nLessor shall include Assignee.\n\n                                      -4-\n\n \nVIII. Net Lease\n      ---------\n\n     Lessee and Lessor acknowledge and agree that each Order constitutes a net\nlease with all costs, expenses and liability associated with the Equipment or\nSoftware or its Order to be borne by Lessee unless expressly agreed to the\ncontrary in writing by Lessor.  Subject to Lessee's right to terminate\nhereunder, in the event an assignment of this lease by the Lessor, the Lessee's\nobligations to pay all monthly rates and any and all amounts payable by Lessee\nunder any Order shall be to the assignee, absolute and unconditional and shall\nnot be subject to any abatement, reduction, set-off, defense, counterclaim,\ninterruption, deferment or recoupment for any reason whatsoever and that such\npayments shall by and continue to be payable in all events.\n\nIX.  Representations and Warranties of Lessee\n     ----------------------------------------\n\n     Lessee hereby represents, warrants and covenants that, with respect to this\nAgreement and each Order executed hereunder\n\n     a.  The execution, delivery and performance thereof by the Lessee have been\nduly authorized by all necessary corporate action.\n\n     b.  The individual executing such was duly authorized to do so.\n\n     c.  This Agreement and each Order constitute legal, valid and binding\nagreements of the Lessee enforceable in accordance with their respective terms.\n\n     d.  The Equipment and Software is personal property and when subjected to\nuse by the Lessee will not be or become fixtures under applicable law.\n\n     e.  Lessee shall furnish, upon request by Lessor, audited financial\nstatements for the most recent period.\n\nX.   Title and Location\n     ------------------\n\n     Nothing contained in any Order shall give or convey to Lessee any right,\ntitle or interest in or to the Equipment or Software, except as a Lessee as set\nforth therein and Lessee represents and agrees that Lessee shall hold the\nEquipment and Software subject and subordinate to the rights of Lessor, and\nLessee shall furnish Lessor with such documentation as Lessor shall reasonably\nrequire with respect thereto.\n\n     Lessor is hereby authorized by Lessee, at Lessee's expense, to cause this\nAgreement, any Order, or any statement or other instrument in respect of any\nOrder as may be required or permitted by law showing the interest of Lessor, in\nthe Equipment or Software to be filed and Lessee appoints Lessor as its\nattorney-in-fact to execute and file on behalf of Lessee, at Lessee's expense,\nany UCC financing statements and amendments Lessor deems advisable to secure the\ninterests of Lessor. Without limiting the foregoing, Lessee shall execute one or\nmore financing statements, in form and\n\n                                      -5-\n\n \nsubstance satisfactory to Lessor, covering all Equipment or Software leased\nto Lessee pursuant to this Agreement.  The parties have agreed that a\nphotographic copy or other reproduction of this Agreement, either together with\nor in lieu of an appropriate form under the UCC, is sufficient as a financing\nstatement for purposes of filing and perfection under the UCC.  Any filing of\nsuch financing statements or any public recordation of this Agreement is\nintended by the parties solely to protect the interest to Lessor and Lessee, and\nno such filing or recordation shall in any manner imply or be construed as\nimplying that the relationship of Lessor to Lessee with respect to this\nAgreement or to the Equipment or Software is anything other than that of a\npersonal property Lessor to a personal property Lessee.\n\n     Lessee shall request Lessors consent, in writing, at least fifteen (15)\ndays before Lessee intends to move any of the Equipment or Software from its\noriginal 'ship to' location.  Lessors response to such request shall be in\nwriting and shall not be unreasonably withheld.  Lessee agrees to provide Lessor\nwith fifteen (15) days written notice of its intention to change its name or\ncorporate identity or structure, by merger, consolidation, reorganization or\notherwise.  In the event Lessee fails to comply with this paragraph or the\npreceding paragraph, Lessee agrees to indemnify Lessor for any losses or damages\nLessor incurs thereby.\n\n     Lessee shall, at its expense, protect and defend Lessors title against all\npersons claiming against or through Lessee and shall at all times keep the\nEquipment or Software free and clear from any legal process, liens or\nencumbrances whatsoever (except any placed thereon by Lessor or person or entity\n                                                             -------------------\nclaiming through Lessor) and shall give Lessor immediate written notice thereof\n-----------------------                                                        \nand shall indemnify and hold Lessor harmless from and against any loss caused\nthereby.\n\nXI.  Lessor's Ownership Rights\n     -------------------------\n\n     The Equipment and Software shall at all times remain the property of\nLessor.  Lessee covenants and agrees that, upon the request of Lessor, it shall\ncause the Equipment and Software to remain labeled as a Lessor unit of Equipment\nor Software.  Lessee shall replace any such stenciling, tag or plate which may\nbe removed or destroyed or become illegible.  Lessee shall keep all Equipment\nand Software free from any marking or labeling which might be interpreted as a\nclaim of ownership thereof by Lessee or might be interpreted as a claim or\nanyone so claiming through Lessor.\n\nXII. Binding Nature\n     --------------\n\n     Each Order shall be binding upon and shall inure to the benefit of Lessor,\nLessee and their respective successors, legal representatives and assigns.\n\nXIII. Installation\n      ------------\n\n     Lessor is to install Equipment or Software, Lessee shall, in addition to\n                                                               --------------\nbeing liable for Lessors installation rates in effect at time of order, have the\n----------------------------------------------------------------------          \nsite prepared prior to the beginning of the installation period at Lessee's\n                                                                -----------\nexpense.  Installation will be scheduled Monday through Friday (excluding Lessor\n-------                                                                         \nholidays), 8:00 a.m. to 6:00 p.m., local time.  'After Hours' installation is\navailable\n\n                                      -6-\n\n \nand if requested by Lessee, Lessor will respond with a quotation for such\ninstallation. Lessee shall provide timely computer programming support, if\nrequired, during installation at no charge to Lessor. Preparation shall be in\naccordance with Lessors installation site preparation specifications.  Lessor\nshall install the Diagnostic Controller (if applicable).\n\nXIV. Warranty and Remedy\n     -------------------\n\n     Lessor warrants all Equipment obtained hereunder to be free from defects in\nmaterial and workmanship in normal service and under normal conditions for one\n(1) year from date of the initial invoice, and further, that the Equipment\nobtained under the initial order hereunder is fit for the purposes described in\nthe Data Network Description attached hereto as Exhibit 3 and conforms to the\nstandard specifications at the time of the Order.  THE FOREGOING WARRANTY IS IN\nLIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING\nWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THIS WARRANTY\nIS VOID AS TO EQUIPMENT AND SOFTWARE LOCATED OUTSIDE OF THE UNITED STATES OF\nAMERICA.\n\n     Should a unit of Equipment, which is not subject to an effective Lessor\n                                 -------------------------------------------\nmaintenance agreement fail in normal service and under normal conditions through\n---------------------                                                           \nno fault of the Lessee during the warranty period, Lessee shall return the\nfailed unit at Lessor's expense to Lessor's point of origin facility.  Lessor\nshall either repair the unit at the factory or furnish a used, refurbished\nreplacement unit for the Lessee.  No charges will be made for repair or\nreplacement.  Lessee shall connect and adjust the unit in accordance with\naccompanying instructions.  Each repaired or replacement unit of equipment is\nwarranted (as set forth above) for sixty (60) days from the date of shipment of\nsuch repaired unit, or the remaining portion of the original Equipment's\nwarranty, whichever is longer. Lessee agrees to pay Lessor's then standard time\nand material charges for repairs made outside of those covered by the Warranty.\nFor any nonconformance of the Software (if applicable) to its specification\nwhich affects performance and is reported to Lessor by Lessee, in writing,\nduring the initial ninety (90) days following deployment, Lessor shall provide\nan analysis of the problem and workable solution.  For Software nonconformances\n                                                   ----------------------------\nwhich are recorded in writing to Lessor by Lessee subsequent to the\n-------------------------------------------------------------------\naforementioned ninety (90) day Software warranty period, Lessee agrees to pay\n-------------------------------------------------------                      \nLessors then current Software charges for analysis and efforts to obtain\nworkable solutions provided outside of those covered by the Warranty.  Lessee\nagrees that it will in no event, alter, modify, repair, disassemble, or adjust\nthe Equipment or Software obtained hereby, except in accordance with Lessor\ninstructions. Lessor's obligations hereunder are contingent upon proper storage,\ninstallation, use and maintenance and are limited to:  (1) repair, or at its\noption, replacement (as described herein above) of any parts or Equipment when\nthe parties agree that the Equipment does not conform to the Warranty; (2)\nanalyzing and providing a workable solution to Software problems when Lessor\ndetermines that the nonconformance significantly affects performance in\naccordance with standard specifications and the specifications required pursuant\nto Exhibit A; (3) termination of the lease and if the remedy provided for herein\nhas failed of its essential purpose, recovery of such damages as provided for\nherein by the Lessee.  Maintenance of Software, as used herein, is the\nimplementation by Lessee of Software revisions provided by Lessor.  Revisions\nconsist of improvements of specified programs.  THE FOREGOING CONSTITUTES\nLESSEE'S SOLE\n\n                                      -7-\n\n \nAND EXCLUSIVE REMEDY AND IS IN LIEU OF ANY AND ALL OTHER REMEDIES WHICH MAY BE\nAVAILABLE TO LESSEE.\n\nXV.  Care, Use and Maintenance\n     -------------------------\n\n     Lessee shall, at its sole expense, at all times during the term of each\nOrder, maintain the Equipment and Software in good operating order, repair,\ncondition and appearance and protect the Equipment and Software from\ndeterioration, other than normal wear and tear.  Lessee shall not use the\nequipment or Software for any purpose other than that for which it was designed.\nLessee shall, at its sole expense, enter into and maintain in force, for the\nterm of each Order, a maintenance agreement.\n\nXVI. Software License\n     ----------------\n\n     a.  Lessor hereby grants to Lessee a revocable, nonexclusive license\nto uses copy of the Software in object code form, and only on a singly\ndesignated processing unit for Lessee's own internal use, except that Lessee may\nexecute the Software on another processing unit on a temporary basis during a\nmalfunction which prevents execution of the Software on the existing processing\nunit. Lessee agrees not to copy Software in whole or in part without the written\nconsent of Lessor except Lessee may maintain an archival copy of the Software\nfor back-up purposes.  Lessee agrees to reproduce any copyright and\/or\nconfidentiality notices on any copy of the Software or any portion thereof made\nby Lessee.  Additional copies of Software required by Lessee for its use must be\nlicensed from Lessor.\n\n     b.  Lessee agrees to maintain complete and accurate records which identify\nthe type and location of the Software.  Within thirty (30) days after receiving\na request from Lessor, Lessee shall provide copies of the applicable records to\nLessor.\n\n     c.  Lessor warrants the Software obtained hereunder shall conform to its\nstandard specifications and to the specifications required according to Exhibit\n3 at the time that it is received by Lessee.\n\n     d.  Title to the Software shall not pass to Lessee.  This license may not\nbe assigned, sublicensed, or otherwise transferred by Lessee, except that Lessee\nmay transfer the license to a transferee and such transferee will have the sole\nbenefit of the Software as transferred from Lessee provided that Lessee gives\nLessor prior written notice of such transfer and transferee agrees in writing to\nbe bound under this license to the same degree as Lessee.\n\n     e.  The term of an individual units license shall be from the date of\nLessor's acceptance of an individual Order for Software until expiration of the\nterm set forth on the face of the individual Order or upon any default of Lessee\nof any term, covenant or obligation under this Agreement.  This license may be\nrenewed for additional one (1) or multiple year terms provided both parties\nagree to such renewal in writing at least sixty (60) days prior to the\nexpiration of the initial term or renewal term.  Such renewal shall be in\naccordance with Lessor's standard pricing policies in effect at time of\n\n                                      -8-\n\n \nrenewal.  Lessee agrees that upon termination or expiration of term of\nindividual Orders placed under license, Lessee will discontinue use of the\nSoftware and shall certify in writing within three (3) days of termination of\nthis license that the Software and all copies thereof have been returned to\nLessor or destroyed.\n\n     f.  If Lessee exercises the purchase conversion (set forth in Article\n         -----------------------------------------------------------------\nXXXVII below) the Software license granted to Lessee herein shall remain in\n---------------------------------------------------------------------------\neffect pursuant to the terms and conditions set forth herein.\n------------------------------------------------------------ \n\n     g.  Lessee acknowledges that the Software supplied by Lessor constitutes\nLessors trade secrets and agrees to treat all Software as confidential and\nproprietary.\n\n     h.  Lessee shall not, without prior written permission of Lessor, transfer,\ndisclose or otherwise provide the programs to any person outside of Lessee's\norganization.\n\n     i.  Lessee shall not, without prior written permission of Lessor, modify,\nreverse assemble or reverse compile any of the Software.\n\n     j.  Lessee agrees that it shall thoroughly safeguard the confidentiality of\nthe Software supplied by Lessor, and in no event shall it be to a lesser extent\nthat Lessee safeguards its own proprietary information. Lessee agrees that\naccess to such Software will be given only to employees who require access in\nthe course of Lessee's business and such employees will be informed of the\nconfidential nature thereof and will be required to observe provisions of\nconfidence as set forth herein.\n\nXVII. Software\n      --------\n\n     Lessor has no responsibility as to the unauthorized or improper, misuse or\n     --------------------------------------------------------------------------\nmisapplication of the Software.  Lessee assumes full responsibility for data\n------------------------------                                              \nentry, data maintenance and the functional adequacy of the Software in meeting\nLessee's requirements except as provided herein, where the Software does not\nconform to the specifications required by Exhibit 3.\n\nXVIII. Taxes and Fees\n       --------------\n\n     Lessee covenants and agrees to pay when due or reimburse and indemnify and\nhold Lessor harmless from and against all taxes, fees or other charges of any\nnature whatsoever (together with any related interest or penalties not arising\nfrom negligence on the part of Lessor) now or hereafter imposed or assessed\nagainst Lessor, Lessee or the Equipment or Software by any Federal, state,\ncounty or local governmental authority upon or with respect to the Equipment or\nSoftware or upon the ordering, ownership, delivery, teasing, possession, use,\noperation, return or other disposition thereof or upon the rents, receipts or\nearnings arising therefrom or upon or with respect to any Order (excepting only\nFederal, state and local taxes based on or measured by the net income of\nLessor).  If Lessee warrants that the Order shall be exempt from sales tax, it\nis Lessee's responsibility to provide Lessor with valid sales tax exemption\ncertificates within thirty (30) days of date Order is placed.\n\n                                      -9-\n\n \nNotwithstanding the foregoing, unless otherwise specified in the Order, Lessor\nshall be responsible for the filing of all personal property tax returns in\nrespect to the Equipment or Software and shall pay all taxes indicated thereon.\nLessee shall reimburse Lessor for all such taxes within thirty (30) days of\nreceipt of Lessor's invoice therefor.  The final invoice for personal property\ntaxes with respect to the lease term may be issued subsequent to the expiration\nof the term due to the nature and timing of notification by the state or local\ngovernmental authority.\n\nXIX. Purchase Orders\n     ---------------\n\n     If a Purchase Order is required for payment, Lessee agrees to provide the\napplicable Purchase Order Number(s) to Lessor.  If no Purchase Order is required\nfor payment, Lessee guarantees that payment will not be delayed.\n\nXX.  Force Majeure\n     -------------\n\n     Neither party shall be considered in default in performance of such\nobligations is prevented or delayed by acts of God or government, labor\ndisputes, failure or delay of transportation, or by vendors of subcontractors,\nor any other similar cause or causes beyond the reasonable control of the other\nparty.  Time of performance of either parties obligations hereunder shall be\nextended by the time period reasonably necessary to overcome the effects of such\nforce majeure occurrences.\n\nXXI. Patent Indemnity\n     ----------------\n\n     Lessor will defend, at as own expense, any action brought against Lessor's\nLessee to the extent that it is based upon a claim that Lessor provided\nEquipment or Software, infringes any patent, trade secret or copyright and\nLessor will pay costs and monetary damages finally awarded against Lessor's\nLessee in any such actions which are attributable to such claim.\n\n     Such defense and liability is conditioned on and limited by:  (a) Lessor\nbeing notified promptly in writing by Lessee of any such action; (b) Lessor\nhaving sole control of the defense and all negotiations for settlement of such\naction: Lessee providing all available information, assistance and authority to\nenable Lessor to defend, negotiate and settle such action.\n\n     Should such Equipment or Software become, or in Lessors opinion be likely\nto become, the subject to a claim of infringement or the use thereof become\nrestricted by a final non-appealable Court awarded injunction, the Lessee shall\npermit Lessor, at Lessor's option and expense, the right to either: (a) procure\nfor the Lessee the right to continue using such Equipment or Software; (b)\nreplace or modify such Equipment or Software so it is free from infringement or\ninjunction provided that the same function is performed by the replacement or\nmodified Equipment or Software.  In the event that Lessor does not provide the\nremedial action described in (a) or (b), then Lessor may recover such Equipment\nor Software from the Lessee in which case, the only rights and liabilities\nbetween Lessor and Lessee are that:  (i) the lease shall be void as to the\nEquipment or Software on the date of recovery; and (ii) Lessor has the right to\ncollect lease payments, if any, due from the Lessee for the Lessee's possession\nof such Equipment or Software up through the date of Lessors recovery thereof\n\n                                      -10-\n\n \nor the date on which Lesee's use of such Equipment or Software is enjoined by a\ncourt of competent jurisdiction whichever is earlier.\n\n     Lessor shall have no liability to the Lessee under any provision of this\nclause with respect to any claim or infringement which is based upon:\n\n     a.  Equipment or Software based on specifications furnished by the Lessee,\nor\n\n     b.  the combination or utilization of Equipment or Software furnished\nhereunder with Equipment or Software not provided by Lessor in accordance with\nExhibit 3, or\n\n     c.  an unauthorized modification by the Lessee of Equipment or Software\n         ---------------                                                    \nfurnished hereunder which affects the infringement.\n\n     The foregoing expresses the entire liability of Lessor for patent or\ncopyright infringement by Lessor Equipment or Software to Lessee.\n\nXXII. Default\n      -------\n\n     With the exception of a Default in the initial payment, which shall\nconstitute an immediate breach, failure of Lessee to make payments or to perform\nany other condition of this Agreement or any Exhibit hereto, which shall\n                            --------------------------------------------\ncontinue for a period of fifteen (15) business days following written notice\n----------------------------------------------------------------------------\nthereof shall constitute breach of the affected Order(s) placed hereunder.  The\nfailure by Lessee, within sixty (60) days after the commencement of any\nproceeding against Lessee seeking any reorganization, arrangement, composition,\nreadjustment, liquidation, dissolution, or similar relief under any present or\nfuture statute, law, regulation, to obtain the dismissal of such proceeding or,\nwithin sixty (60) days after the appointment, without the consent or\nacquiescence of Lessee, of any trustee, receiver or liquidation of Lessee or of\nall or any substantial part of the properties of Lessee to vacate such\nappointment shall constitute a breach of all Orders placed hereunder.  In case\nof breach, Lessor may cancel the defaulted Order(s) declare the entire amount of\nthe unpaid commitment and any other charges immediately due and payable and use\nall available remedies to take possession and remove Equipment and Software with\nall costs, including attorney's fees, to be borne by Lessee. Lessor's right to\nrecover possession of the Equipment and Software is in addition to all available\nremedies at law or in equity.\n\nXXIII. Severability\n       ------------\n\n     If any provision or provisions of this Agreement shall be held to be\ninvalid, illegal or unenforceable, the validity, legality and enforceability of\nthe remaining provisions shall not in any way be affected or impaired thereby,\nprovided such provision still expresses the intent of the parties. If the intent\nof the parties cannot be preserved, the Agreement shall either be renegotiated\nor rendered null and void.\n\n                                      -11-\n\n \nXXIV. Limitation of Liability\n      -----------------------\n\n     LESSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR\nCONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE,\nLOSS OR USE OF THE EQUIPMENT OR SOFTWARE OR ANY ASSOCIATED EQUIPMENT OF SOFTWARE\nOR COST OF SUBSTITUTED FACILITIES, EQUIPMENT, SOFTWARE OR SERVICES WHICH ARISE\nOUT OF PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION CONTAINED WITHIN THIS\nAGREEMENT, OR OUT OF NEGLIGENCE IN THE COURSE OF SUCH PERFORMANCE, WHETHER THE\nCLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT\nLIABILITY OR OTHERWISE.\n\n     Except for claims for personal injury or for damage to real or tangible\npersonal property to the extent caused by Lessors fault or negligence, Lessors\nmaximum liability to Lessee for any claim for damages relating to Lessors\nperformance or nonperformance under this Agreement shall be limited to the\nlesser of the amount of payments for Equipment and Software received by Lessor\nat the time the cause of action accrued or $500,000.\n\nXXV. Governing Law; Forum\n     --------------------\n\n     This Agreement shall be governed and construed in accordance with the laws\nof the State of Florida.  The parties hereby consent and submit to the exclusive\njurisdiction of the appropriate state or federal court serving Broward County,\nFlorida, as to any dispute or controversy arising either directly or indirectly,\nunder or in connection with this Agreement.\n\nXXVI. Waiver\n      ------\n\n     No waiver by either party of any default shall operate as a waiver of any\nother default or of the same default on a future occasion.  No delay, course of\ndealing or omission on the part of either party in exercising any right or\nremedy shall operate as a waiver thereof, and no single or partial exercise by\neither party of any right or remedy shall preclude any other or further exercise\nthereof or the exercise of any other right or remedy.\n\nXXVII. Insurance\n       ---------\n\n     Lessee shall, at its own expense, and at all times during the term of an\nindividual Order keep the Equipment and Software insured against all risks of\nloss or damage from every cause whatsoever for not less than the then current\npurchase price of the Equipment or Software, provided that the amount of such\ninsurance shall be sufficient so that neither Lessor nor Lessee shall be\nconsidered a co-insurer.  Lessee shall also carry public liability insurance\ncovering both personal injury and property damage caused by the Equipment or\nSoftware.  All such policies of insurance shall name Lessor as loss payee or\nadditional insured as the case may be.  Lessee shall deliver to Lessor a copy of\nsuch Certificates of Insurance.  Each insurer shall agree by endorsement upon\neach policy issued by it or by independent instrument furnished with such policy\nto Lessor, that it shall give Lessor no less\n\n                                      -12-\n\n \nthan thirty (30) days written notice before any such policy shall be materially\naltered or canceled Lessee hereby appoints Lessor as Lessee's attorney-in-fact\nto make claim for, receive payment of, and execute and endorse all documents,\nchecks or drafts for loss or damage under any such policies of insurance\n\nXXVIII. Risk of Loss\n        ------------\n\n     Lessee shall bear the entire risk of loss, theft, damage or destruction of\nthe Equipment and Software from any cause whatsoever (except Lessors negligence)\nfrom the time shipment is received by Lessee until return shipment is received\nin Sunrise, Florida by Lessor.\n\nXXIX. Government Obligations\n      ----------------------\n\n     Lessee warrants that it is, and will remain, in compliance with all export\nrequirements, including, but not limited to, the requirements of the Export\nAdministration Act and regulations, the Arms Export Control Act and regulations,\nand any orders and licenses issued thereunder.  Such requirements include, but\nare not limited to, obtaining all proper authorizations or licenses from the\nDepartment of Commerce or the Department of State for the export or re-export of\nany item, product, article, commodity or technical data.  Lessee additionally\nwarrants that it has not been, and is not currently, debarred or suspended from\nor otherwise prohibited or impaired from exporting, re-exporting, receiving,\npurchasing, procuring, or otherwise obtaining any item, product, article,\ncommodity, or technical data regulated by any agency of the government of the\nUnited States. Lessee agrees to indemnify Lessor and hold Lessor harmless from\nany costs, penalties, or other losses caused by, or related to, any violation of\nthe warranties contained in this contract.\n\nXXX. Intention of Parties\n     --------------------\n\n     It is the intention of Lessor and the Lessee that any lease Orders placed\nunder this Agreement will be characterized as 'true leases' and not 'financing\nleases' or 'leases intended for security'.\n\nXXXI. Custom Systems\n      --------------\n\n     Supplements to this Agreement, which include any specially-configured\nsystems are non-cancelable.  Once acknowledged, any changes in supplements which\ninclude specially-configured systems will result in a minimum reconfiguration\ncharge by Lessor to Lessee of at least Five Hundred Dollars ($500).\n\nXXXII. Compliance with Laws\n       --------------------\n\n     Lessee shall comply with all applicable laws, ordinances, rules and\nregulations and Lessee shall obtain any and all permits, licenses,\nauthorizations and\/or certificates that may be required in any jurisdiction or\nby any regulatory or administrative agency in connection with the use and\/or\noperation of the Equipment or Software.\n\n                                      -13-\n\n \nXXXIII. Quiet Enjoyment\n        ---------------\n\n     Lessor hereby agrees and covenants, so long as no default has occurred and\nis continuing, that Lessee shall have, hold and quietly enjoy, subject to this\nAgreement, the Equipment and every unit and part thereof during the term of this\nAgreement.\n\nXXXIV. Certificate of Deposit\n       ----------------------\n\n     As a condition precedent to Lessors obligations, including but not limited\nto the acceptance of an Order hereunder, and as partial security for Lessee's\npayment obligations hereunder, Lessee agrees to provide Lessor with a\nCertificate of Deposit which shall be held in an escrow account pursuant to an\nescrow agreement between the parties hereto.  Certain of the agreed upon\nmaterial terms of the proposed escrow agreement are set forth on Exhibit One,\nattached hereto.\n\nXXXV. Warrants in Stock\n      -----------------\n\n     As a further condition precedent to shipment of any product hereunder\nLessee and Lessor shall enter into an agreement pursuant to which Lessor shall\nreceive Warrants in Lessee's company stock.  Certain of the agreed upon material\nterms of such agreement are set forth on Exhibit Two, attached hereto.\n\nXXXVI. Leased Equipment Upgrade\n       ------------------------\n\n     Throughout the lease term of items of Equipment leased under this\nAgreement, Lessee shall have the right to terminate the lease of individual\nunits of Equipment leased hereunder for the sole purpose of replacing such\nEquipment with other Lessor Equipment.  Such terminations can be made only if\nALL of the following conditions are met:\n\n     A.  The units of Equipment being terminated must have been on lease for at\nleast fifty percent (50%) of their original lease term; and,\n\n     B.  The units of Equipment being terminated must have an original lease\nterm of twenty-four (24) months or longer; and,\n\n     C.  Lessee shall provide at least sixty (60) days prior written notice to\nLessor to exercise this option; and,\n\n     D.  The replacement Equipment must be leased for the same initial term as\nthe Equipment which is being replaced; and,\n\n     E.  Replacement Equipment must be of equal or greater functionality and of\nequivalent or greater Capital Value; and,\n\n                                      -14-\n\n \n     F.  The total monthly lease and maintenance payments for the replacement\nEquipment must be at least seventy percent (70%) of the total monthly lease and\n                           ----------------------------                        \nmaintenance payments for the Equipment being terminated; and,\n\n     G.  For all Equipment being terminated, all Amounts due and payable under\nthe lease, including monthly lease payments to the date of termination, and any\ntaxes, charges and fees which arise on or before the date of termination must be\npaid in full; and,\n\n     H.  If maintenance was taken on Equipment being terminated, maintenance\nmust be taken on replacement Equipment; and,\n\n     I.  De-installation and installation by Lessor will be at standard Hourly\nLabor rates, unless specified otherwise by contract; and,\n\n     J.  The order must indicate it is an upgrade and must include all serial\nnumbers of Equipment to be terminated.\n\nXXXVII.  Purchase Conversion\n         -------------------\n\n     Lessee shall at all times during the term of a lease order issued pursuant\nto this Agreement have an option to purchase the Equipment leased hereunder by\npaying Lessor the purchase conversion price.  The purchase conversion price\nshall be an amount equal to the unit purchase price set forth on the face of the\nLessor's Order Form or Lessee's Order form, reduced by fifty percent (50%) of\nall lease payments paid applicable to the unit which is being converted to\npurchase. However, in no event shall the purchase conversion price be less than\ntwenty percent (20%) of the unit purchase price set forth on the face of the\nLessors Order Form or Lessee's Order Form or the remaining lease obligation.\nExercise of this option shall in no way relieve Lessee for lease payments due up\nto the date of conversion, but not yet paid, on the unit which is being\nconverted to purchase.\n\n     In addition, Lessee shall have an option, upon expiration of the initial\n     ------------------------------------------------------------------------\nlease term, to Purchase the Equipment leased hereunder by paying Lessor the\n---------------------------------------------------------------------------\npurchase conversion price.  The Purchase conversion price shall be twenty\n-------------------------------------------------------------------------\npercent (20%) of the unit purchase price set forth on the face of the Lessors\n-----------------------------------------------------------------------------\nOrder Form or Lessee's Order form.  Exercise of this option shall in no way\n---------------------------------------------------------------------------\nrelieve Lessee for lease payments due up to the date of conversion, but not yet\n-------------------------------------------------------------------------------\npaid on the unit which is being converted to purchase.\n----------------------------------------------------- \n\nXXXVIII. Board of Directors\n         ------------------\n\n     As a condition precedent to Lessor's obligation to accept an order and\/or\nship equipment or software hereunder, the parties have agreed that they shall\nhave executed a side letter pursuant to which Lessor shall have the option of a\nseat on the Lessee's board of directors.\n\n                                      -15-\n\n \nXXXIX. Further Assurances\n       ------------------\n\n     As a condition to Lessor's performance hereunder or any Order placed\npursuant hereto, Lessee agrees that it shall furnish such financial reporting\ndocuments to Lessor on a quarterly basis, such financial reports shall include\nbut not limited to audited financial statements and certificates of acceptance.\n\nXL.  Notices\n     -------\n\n     Any notices or communications given or required under this Agreement shall\n     --------------------------------------------------------------------------\nbe sufficiently given if delivered personally in writing, or sent by telex or\n-----------------------------------------------------------------------------\nfacsimile, federal express, registered or certified mail, postage prepaid, to\n-----------------------------------------------------------------------------\nthe other party at the following address:\n---------------------------------------- \n\n     TO:  Racal-Datacom, Inc.\n          P.O. Box 407044\n          Ft. Lauderdale, Florida 33340\n          Attn:  Sr. Vice President and General Counsel\n\n\n     TO:  Concentric Research Corporation\n          400 Forty-First Street\n          Bay City, Michigan 48708\n          Attn:  President\n\n     With a copy to:\n          Susan Cook, Esq.\n          Lambert, Leser, Cook, Schmidt &amp; Giunta, P.C.\n          309 Davidson Building, P.O. Box 835\n          Bay City, Michigan 48707\n\n     Such notice or other communications shall be deemed received (a) on the\n     -----------------------------------------------------------------------\ndate delivered, if delivered personally; or (b) upon receipt, if sent by telex\n------------------------------------------------------------------------------\nor facsimile federal express or (c) three (3) business days after being sent, if\n--------------------------------------------------------------------------------\nsent registered or certified mail.\n--------------------------------- \n\nXLI.  Maintenance Agreement\n      ---------------------\n\n     As a condition precedent to Lessor's and Lessee's obligation to accept an\norder and\/or ship product hereunder, the parties shall have executed and\ndelivered a maintenance agreement which provides for the first year of its term,\nfree maintenance between them respecting equipment and software purchased\nhereunder.\n\n                                      -16-\n\n \nXLII.  Entire Agreement\n       ----------------\n\n     The terms and conditions contained in this Agreement and the referenced\n                                                                  ----------\nExhibits which are hereby incorporated herein shall be applicable to all Orders\n---------------------------------------------                                  \nplaced on Lessor by Lessee during the effectiveness of this Agreement whether\nreferenced or not on such Orders.  Additional or different terms contained in\nLessee's purchase orders shall not be applicable to such Orders unless expressly\nagreed to in writing by Lessors authorized representative.  This Agreement,\nincluding all Orders accepted hereunder, expresses the entire understanding and\nagreement of the parties with reference to the subject matter hereof, and is a\ncomplete and exclusive statement of the terms of this Agreement, and no\nrepresentations or agreements modifying or supplementing the terms of this\nAgreement shall be valid unless in writing, signed by persons authorized to sign\nagreements on behalf of both parties.\n\n\n     IN WITNESS WHEREOF, this Agreement was entered into as of the day and year\nfirst written above.\n\n\nACCEPTED:  CONCENTRIC RESEARCH CORP.     ACCEPTED:  RACAL-DATACOM. INC.\n           -------------------------                --------------------------\n\nLESSEE:  \/s\/ Mark Collins-Rector         LESSOR  \/s\/ Scott A. Thomas\n         ---------------------------             -----------------------------\n\nBY:  Mark Collins-Rector                 BY:  Scott A. Thomas\n     -------------------------------          --------------------------------\n\nTITLE:  CEO                              TITLE:  District Sales Manager\n        ----------------------------             -----------------------------\n\nDATE:  8\/4\/94                            DATE:  8\/4\/94\n       -----------------------------            ------------------------------\n\n                                      -17-\n\n \n                                  EXHIBIT ONE\n\n                    CERTIFICATE OF DEPOSIT\/LETTER OF CREDIT\n\n\n     A Certificate of Deposit shall be:  (i) provided by a mutually agreed upon\nthird party at least ten (10) days order to the initial shipment hereunder, (ii)\n               -----------------------------------------------------------      \nin an amount of $500,000 or 12.5% of the initial Order placed hereunder,\nwhichever is less (iii) placed in escrow pursuant to an escrow agreement to be\nnegotiated between the parties.  Lessee may replace the security at any time\nwith a Certificate of Deposit or Letter of Credit issued by Lessee in a form\n                                                                   ---------\nacceptable to Lessor.  The Certificate of Deposit may be released or replaced by\n--------------------                              ------------------------------\nLessee when all of the following conditions am obtained by Lessee and\n---------------------------------------------------------------------\nsatisfactorily demonstrated to Lessor:\n------------------------------------- \n\n     a.  Lessee's net worth exceeds $3,155,000; and\n         ------------------------------------------\n\n     b.  current ratio exceeding 2:1' and\n         --------------------------------\n\n     c.  no defaults or violations of loan covenants exist on outstanding debts\n         ----------------------------------------------------------------------\nof Lessee; and\n--------------\n\n     d.   Lessor has been paid on all balances owed to Lessor.\n          --------------------------------------------------- \n\n                                      -18-\n\n \n                                  EXHIBIT TWO\n\n                               WARRANTS IN STOCK\n\n\n     Warrants issued to Lessor for the initial order hereunder shall equal ten\n                                                                     -----    \npercent (10%) of the Equipment Gross Lease Value.  The option price of the\n                                                   -----------------------\nWarrants issued shall be $1.00 per share. Lessor agrees to exercise said\n------------------------                                                \nwarrants at any time, or from time to time as it may in its sole discretion\n---------------------------------------------------------------------------\ndecide, within forty-eight (48) months from date of issue; after said forty-\n-------------------------------                                       -----\neight (48) months, said warrants shall expire.\n----------                                    \n\n     The parties agree to enter into a mutually agreeable Warrants Agreement\n         -------------------------------------------------------------------\nprior to shipment of any Equipment hereunder.\n-------------------------------------------- \n\n                                      -19-\n\n \n                                   EXHIBIT 3\n\n                            DATA NETWORK DESCRIPTION\n\n     The communication system engineered by R-D is designed to provide Customer\nconsumers with asynchronous dial-in connectivity to Customer supported\napplications and access gateways.\n\n     The communication system as designed, provides consumer access to Customer\nremote data services through the interconnection of telco circuits provisioned\nby or through either a Wide Area Network provider (e.g. AT&amp;T and\/ or Racal,\nwhichever provides such service) or a local exchange carrier (i.e., Ameritech)\nhereinafter referred to as the WAN provider.\n\n     The WAN provider will aggregate the inbound calls and provide a total of 24\ncalls per T-1 connection.  The R-D ASET-1 product has been designed to support\nincoming calls from asynchronous dial-up users at speeds ranging from 300 to\n14,400 bps on an aggregate T-1 circuit supplied by the WAN provider.  While the\nASET-1 product was designed primarily to support aggregate incoming point of\nsale transactions, outbound calls can also be initiated through the terminal\nserver connected to the ASET-1 chassis at the current supported speeds.\n\n     The Customer consumer (herein dial-in user) will initiate a call through\ntheir modem to the R-D ASET-1 product (or functionally equivalent) which will\nestablish a call path to an interconnected terminal server.  The Terminal Server\nwill establish a session via IR.  The IP traffic will be muted through the AT&amp;T\nInterspan (Frame Relay Network) by a router to Customers data center.\n\n     The WAN providers network infrastructure will transport the user traffic to\nthe R-D T1 CSU and central site routers (located in the Customer data center)\nwhere it will route the IP traffic onto the Customer local area network (LAN)\nfor communication to the Customer host(s).\n\n     The R-D Equipment will provide outbound IP connectivity from the Customer\nhost(s) to the other data centers (hosts such as SBSs information providers,\ncorporate data centers, etc.) connected to the WAN providers network using R-D\nprovided Equipment.\n\n                                      -20-\n\n \n                                  Performance\n\n     The level of service provided by the WAN providers network (i.e., Frame\nRelay network) will vary and is contingent upon such things to include (but not\nlimited to) actual system use\/load, level of usage, and the bandwidth or\ncommitted information rate (CIR) purchased by Customer. Network response times\nmay by adversely affected if insufficient bandwidth is purchased or network\nusage exceeds application operational thresholds.\n\n     R-D, working in concert and in cooperation with the WAN Provider and\nCustomer, will jointly determine the cause of problems which adversely affect\nthe network, utilization levels must be monitored on a regular basis by Customer\nstaff and the WAN Provider.  R-D will monitor the network performance throughout\nthe course of the installation process and will suggest and advise Customer as\nto the need for remedial action necessary to maintain peak performance.\n\n     The level of service (performance) as perceived by the network users will\ndepend upon many factors, some of those factors are listed below:\n\n     1.   The bit rate of the network user's dial-up connection will directly\naffect the data transfer rate.  A faster connection will naturally allow a\ngreater amount of data to be transported in a shorter period of time.  R-D will\nmake every effort to ensure that its' Equipment is able to connect to the\nnetwork users at the fastest rate possible based upon equipment readily\navailable to network users in the commercial marketplace and that such equipment\nwill meet generally agree upon standards of speed\/operation (such as CCITT\nspecifications).\n\n     2.   The use of error correcting modems such as MNP, V.42 bis, V-fast\nprotocols and speed will improve the level of service provided to the network\nuser by detecting telephone line induced errors and retransmitting the network\nusers' data.  Error correction functionality may introduce some delay when\nerrors are detected which result in the retransmission of data.  R-D's Equipment\nwill conform to generally accepted levels of service as demonstrated by\ncompetitive modems accomplishing the same task.\n\n     3.   High network utilization of a particular network access point or point\nof presence POP) may affect the level of service perceived by the network users.\nThe speed of the link in to the WAN provider's network must offer sufficient\ncapacity to provide consistent and adequate response times.\n\n     4.   Network users connecting via SLIP or PPP may put a greater load on the\nnetwork and R-D Equipment.\n\n                                      -21-\n\n \n                                   EXHIBIT 4 \n[*]\n\n\n\n--------------------------------\n\n[*]Certain information in this exhibit has been omitted and filed separately\nwith the Securities and Exchange Commission. A total of 19 pages containing\nsuch information has been omitted from this exhibit. Confidential treatment\nhas been requested with respect to the omitted portions.\n\n                                      -22-\n\n \nThe Racal Corporation\nLaw Department\n1801 N. Harrison Parkway\nSunrise, Florida 33323-2899\nTelephone\nTelecopier\n                                           Please reply to:\n                                           PO Box 407044\n                                           Ft. Lauderdale, FL 33340-7044\n                                           Direct Dial:\n\nMarch 30, 1995\n\n\nMr. Don Schutt, Chief Operating Officer\nConcentric Research Corporation\n400 Forty First Street\nBay City, MI 48708\n\nDear Don:\n\nI am writing to confirm the agreements that we reached at our meeting today\nrespecting certain matters involving the business relationships between Racal-\nDatacom, Inc. ('RDI') and Concentric Research Corporation ('CRC') as set forth\nbelow.\n\n1.  With respect to the Master Lease Agreement No. CON01C, dated August 4, 1994,\n    between RDI and CRC (the 'Agreement'), we agreed that (a) the Commencement\n    Date as defined in section iv. of the Agreement shall be March 31, 1995. The\n    Equipment (as that term is defined in the Agreement) has been Deployed at\n    the sites set forth in Exhibit A which is attached to this letter.\n\n2.  With respect to initial monthly billing and payments, we have agreed as\n    follows:\n\n     (a) The monthly billing as of this date based upon Equipment which has been\n         ordered pursuant to an RDI sales order in not less than [*] per month\n         and may equal [*] per month for the term stated on each order. RDI\n         believes that the monthly billing amount equals [*]. RDI shall provide\n         CRC with documentation to support its contention of the current monthly\n         billing amount.\n\n---------------------\n\n     [*]Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission.  Confidential treatment has been\nrequested with respect to the omitted portions.\n\n \n     (b) Payments for the items set forth in 2(a) for the months of April, May\n         and June, 1995 shall be deferred until and shall commence on July 15,\n         1995. The payments due for April, May and June, 1995 shall be amortized\n         over the six month period commencing July 15, 1995 through December 15,\n         1995 (the 'Deferred Payment period'). The resulting monthly payment\n         will be:\n\n             [*]\n\n     The total does not include any other RDI charges for additional equipment\n     or services ordered after this date or charges provided for in any of the\n     agreements existing between CRC and RDI on the date hereof.\n\n3.   Certain outstanding nor invoices to CRC are set forth below. They will be\n     paid as follows:\n\n     (a) RDI invoice number 796676 for professional services in the amount of \n         [*]. This invoice shall be paid prior to April 15, 1995.\n\n     (b) RDI Invoice number 796677 in the amount of [*]. RDI shall provide CRC\n         with the documentation in its possession and cooperate with CRC in\n         efforts to secure the credit from AT&amp;T to CRC which was previously\n         negotiated among CRC, RDI and AT&amp;T for the invoiced amount. CRC shall\n         pay RD: the invoiced amount immediately upon CRC's receipt of the\n         credit in this amount from AT&amp;T.\n\n     (c) RDI Invoice number INV5435 in the amount of [*] for actual freight\n         charges for Equipment shipped pursuant to the Agreement. RD: shall\n         provide CRC with such backup material for the freight charges incurred\n         as reasonably requested by CRC. This invoice shall be paid prior to\n         April 15, 1995.\n\n     We have agreed that the invoices set forth in items 3(a) and 3(c) shall\n     accrue interest at a rate of 10% commencing on March 31, 1995 and\n     continuing until the invoices have been paid, provided, however, if CRC has\n     paid the aforementioned invoices on or prior to April 15, 1995, RDI shall\n     waive the accrued interest.\n\n4.   The Sun Bank loan will be repaid by CRC in accordance with the terms set\n     forth in the Reimbursement Agreement between nor and CRC dated as of\n     February 15, 1995 or prior to April 15, 1995, whichever occurs earlier.\n\n----------------\n\n     [*]Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n \n5.   CRC and RDI are parties to a Remote Network Operations Agreement number\n     CON03C between CRC and RDI, dated October 14, 1994 (the 'Net Ops\n     Agreement') which provides for monthly payments from CRC to RDI in the\n     amount of [*] for a period of forty-eight (48) months (extended\n     value [*]), CRC has expressed a desire to secure services in lieu of\n     those provided for in the Net Ops Agreement. RDI has proposed a Network\n     services Transition Program. CRC and RDI agree to negotiate in good faith\n     to attempt to reach an agreement respecting the provision of a Network\n     Services program by RDI which would supersede the Net Ops Agreement.\n\n6.   RDI shall prepare and present to CRC and Critical Technologies Inc.\n     ('Critical') proposed leases for space in connection with the eight RDI\n     locations which are currently P.O.P. sites for the deployed Equipment. RDI,\n     CRC and Critical shall negotiate in good faith towards a lease for the\n     P.O.P. site.\n\n7.   Prior to assuming its seat on CRC'S Board of Directors, RDI will exercise\n     its warrants on 100,000 shares of CRC'S common stock at one dollar per\n     share. We have further agreed that the exercise price can, at RDI's option,\n     be payable by the forgiveness of debt, in the form of the issuance of a\n     credit to CRC.\n\nOther than item 2, respecting the deferral of CRC's payment obligations for the\nmonths of April, May and June, 1995, nothing contained in this letter is\nintended to or shall amend, alter, cancel, or extinguish any rights or\nobligations of CRC or RDI under any existing agreements between us.\n\nIf the foregoing is acceptable to CRC, please signify by signing in the space\nprovided below.\n\n\nJoseph E. Carpenter, Jr.\nGeneral Counsel and\nSenior Vice President, Administration\n\n\nAccepted on behalf of Concentric Research Corporation this 30th day of \nMarch, 1995.\nConcentric Research Corporation\n\nBy: Don Schutt\nas its Chief Operating Officer\n\n-----------------------\n\n     [*]Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission.  Confidential treatment has been\nrequested with respect to the omitted portions.\n\n \n                                                                     Exhibit A\n\n[*]\n\n---------------------\n     [*]Certain information in this exhibit has been omitted and filed\nseparately with the Securities and Exchange Commission.  A total of 4 pages\ncontaining such information has been omitted from this exhibit.  Confidential\ntreatment has been requested with respect to the omitted portions.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9614],"class_list":["post-42551","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__equipment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42551","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42551"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42551"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42551"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42551"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}