53-10 Attachment 2

Exhibit “B”

CONTRACT BETWEEN WEST ORANGE NEW JERSEY (Buyer) and EASTERN COMMUNICATIONS, LTD. (Seller) DATE: , 200 HARRIS | RF Communications assuredcommunications*

COENDARWN> SYSTEM PURCHASE CONTRACT TABLE OF CONTENTS SECTION DEFINITIONS SCOPE OF WORK BUYER'S OBLIGATIONS FACILITIES SITES DELIVERY, TITLE AND RISK OF LOSS PRICE TAXES PAYMENTS SUBCONTRACTING SELLER'S INSURANCE TESTING AND ACCEPTANCE WARRANTIES INTERFERENCE LIMITATION OF LIABILITY NOTICES TERM ENTIRE AGREEMENT AMENDMENT SEVERABILITY WAIVER HARRIS | RF Communications assuredcommunications*

SYSTEM PURCHASE CONTRACT THIS SYSTEM PURCHASE CONTRACT ("Contract") is made and entered into this day of 200__ ("Effective Date"), by and between (hereinafter referred to as "Buyer") and Eastern Communications, Ltd. (hereinafter referred to as "Seller"). RECITALS: R-1. Seller delivered a proposal entitled " " and originally dated , 200_, as amended on (dates) (collectively, the "Seller's Proposal") to provide the radio communication system and services requested by Buyer. R-2. Buyer has selected Seller's Proposal and now desires to contract with Seller to provide Buyer with the radio communications system and services set forth in Seller's Proposal. R-3. Buyer and Seller desire to enter into this Contract to set forth in writing their respective rights, duties and obligations hereunder. NOW, THEREFORE, WITNESSETH that for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: SECTION 1. DEFINITIONS: As used herein, the terms set forth below shall have meanings set forth below. A. “Acceptance” shall mean acceptance of the System as set forth in Section 13 hereof. B. “Acceptance Date" shall mean the date the System is accepted or deemed accepted as set forth in Section 13 hereof. C. "Acceptance Tests” shall mean the testing procedures either described in Seller's Proposal or mutually agreed upon by Buyer and Seller to be performed to determine whether the System has met the acceptance criteria either set forth in Seller's Proposal or as mutually agreed upon in writing by Buyer and Seller. D. “Certificate of Insurance” shall mean the certificate to be provided by Seller evidencing the insurance coverage of Seller and the form of which certificate is set forth in Exhibit A attached hereto. E. “Effective Date of the Contract” shall be the date designated by the parties or, if no date is designated, shall be the date on which the Contract is signed by the last of the parties to sign the Contract. The "Effective Date" shall be the date inserted on the first page of the Contract. F. “Hardware” shall mean the equipment, parts and materials to be provided by Seller for the System as listed in Seller's Proposal. G. “Installation Schedule” shall mean the schedule either set forth in Seller's

” shall mean the equipment, parts and materials to be provided by Seller for the System as listed in Seller's Proposal. G. “Installation Schedule” shall mean the schedule either set forth in Seller's Proposal or otherwise mutually agreed upon by Seller and Buyer in writing for the delivery of the Hardware and Software and the performance of the Services described in the Statement of Work. H. “Seller” shall mean Eastern Communications Ltd. 48-14 36" Street, Long Island City, NY 11101 IL "Seller's Proposal" shall mean the proposal provided by Seller to Buyer as described in the recitals of this Contract. HARRIS | RF Communications assuredcommunications*

J. “Services” shall mean the services to be provided by Seller to Buyer as set forth in Seller's Proposal. K. "Software" shall mean the proprietary computer software of Seller as owned exclusively by Seller or Seller's suppliers, as appropriate. L. “Statement of Work” shall mean the description of the work to be performed by Seller to deliver the Hardware, install the System and provide the Services, all as described in Seller's Proposal. M. "System" shall mean the radio communications system comprised of the Hardware and Software to be furnished by Seller to Buyer pursuant to the terms set forth in Seller's Proposal and this Contract. N. “Total Contract Price” shall mean the price of the Hardware, the Software license and the Services to be furnished by Seller to Buyer pursuant to the terms set forth in Seller's Proposal and this Contract. oO. “Documentation Deliverables” shall mean the standard commercial quality manuals to be furnished by the Seller to the Buyer pursuant to the terms set forth in Seller's Proposal and this Contract. SECTION 2. SCOPE OF WORK: Seller shall furnish, deliver and install the Hardware and Software for the System and provide the Documentation Deliverables and Services in accordance with the terms of Seller's Proposal and this Contract. SECTION 3, BUYER'S OBLIGATIONS: A. The Buyer's obligations set forth in Seller's Proposal and this Contract shall be performed by Buyer in a timely and proper fashion in accordance with the Installation Schedule, or as otherwise agreed upon by Buyer and Seller, to allow Seller to timely perform its obligations under this Contract. B. In addition to the obligations specifically identified in Seller's Proposal, Buyer shall also have the following additional obligations. (1) Buyer shall designate a project manager to act as Buyer's primary interface with the Seller. (2) Buyer shall provide ready access to all sites owned, leased or otherwise controlled by Buyer. (3) All towers, shelters and associated equipment provided by or mandated by Buyer shall be satisfactory in all manners to accommodate the System proposed by the Seller. SECTION 4. FACILITIES SITES: Any sites where Seller will operate and perform System installation under the terms of this Contract must be approved by Buyer, whose approval shall not be unreasonably withheld, delayed or conditioned. Buyer shall be responsible,

erate and perform System installation under the terms of this Contract must be approved by Buyer, whose approval shall not be unreasonably withheld, delayed or conditioned. Buyer shall be responsible, at Buyer's expense, for obtaining all rights to use sites including, but not limited to, all permits and licenses necessary to perform work on the sites and all FCC and FAA approvals. Buyer shall be responsible for paying alll utility charges to the appropriate utility for providing utility services to the System installation areas. SECTION 5. DELIVERY, TITLE AND RISK OF LOSS: A. Seller shall ship the Hardware to Buyer at Buyer's expense on or before the dates set forth in the Installation Schedule. Partial deliveries shall be permitted. Upon delivery to the carrier, title to each portion of the Hardware and all risk of loss or damage shall pass to Buyer; provided, however, that Seller shall HARRIS | RF Communications assuredcommunications*

remain responsible until Acceptance of the System for loss or damage resulting from the willful misconduct or negligent acts or omissions of Seller, its employees, agents, and subcontractors. Buyer shall keep the Hardware fully insured for the total amount of all monies then due, or yet to become due, to Seller with respect to this Contract. B. If Buyer fails to take delivery of any of the Hardware, Seller may place such Hardware in storage at the place of manufacture or elsewhere. In such event: (1) Seller shall notify Buyer of the placement of any Hardware in storage; (2) Seller's delivery obligations shall be deemed fulfilled and title and all risk of loss or damage shall thereupon pass to Buyer; (3) any amounts otherwise payable to Seller upon delivery shall be payable upon presentation of Seller's invoices. SECTION 6. PRICE: The Total Contract Price to be paid by Buyer to Seller is Dollars (§. ). The individual prices for the units of Hardware, the Software license and the Services to be performed are as set forth in Seller's Proposal. SECTION 7. TAXES: In addition to any price specified herein, Buyer shall pay the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or any Products or services furnished hereunder or to their use by Seller or Buyer, or Buyer shall otherwise furnish Seller with tax exemption certificates acceptable to all applicable taxing authorities. SECTION 8. PAYMENTS: A. The Total Contract Price for the Hardware, the Software license and the Services shall be paid by the Buyer to Seller as follows: 1. Initial Payment Zero percent (0%) of the Total Contract Price shall be due at the time of the signing of the Contract by the Buyer and Seller. 2. Zero (0%) of the Total Contract Price shall be due at the time of the first System design review meeting or within 30 days of the Effective Date of this Contract if no System design review meeting is scheduled, whichever occurs earlier. 3. Hardware Sixty five percent (65%) of the total value of the System shall be due upon delivery of all Hardware. 4. Installation Twenty five (25%) of the total System value shall be due upon installation unless Buyers sites are not available; in which case 25% shall be due without completion of installation. 5. Services Zero (0%) of the Project/Site Management, System

shall be due upon installation unless Buyers sites are not available; in which case 25% shall be due without completion of installation. 5. Services Zero (0%) of the Project/Site Management, System Engineering or other Services separately priced shall be payable in equal monthly payments over the time period of the Contract through the date of Acceptance of the System, as described in the Project Schedule. 6. Final Payment The final payment of the remaining Contract Value for all Hardware, Software and Services shall be due upon final Acceptance of the System. HARRIS | RF Communications assuredcommunications*

Payment Dates The Payment(s) associated with the event(s) above shall be due thirty (30) days following the date of Seller's invoice. Other Amounts Any other amounts due Seller hereunder shall be due upon Buyer's receipt of Seller's invoice. Late Payments All amounts past due over thirty (30) days shall accrue interest from their due date at the rate of one and one-half percent (1-1/2%) per month (or such lesser rate as may be the maximum permissible rate under applicable law). Security Interest Until the Total Contract Price is fully paid to Seller, Seller shall retain and Buyer hereby grants to Seller a purchase money security interest in the Hardware and Buyer shall join with Seller in executing any required filings to perfect such security interest. SECTION 9. SUBCONTRACTING: Seller may subcontract any portion of work to be performed by Seller hereunder provided that Seller shall be responsible for the performance and work of any such subcontractors. SECTION 10. SELLER'S INSURANCE: A. Seller shall maintain in force at all times during Seller's performance under the Contract not less than the following insurance coverage with insurers authorized to do business in the state(s) in which work hereunder is to be performed by Seller: (1) workers’ compensation insurance as required by law; (2) general liability insurance with limits of liability of not less than $1,000,000 combined single limits for bodily injury and property damage per occurrence; and (3) motor vehicle liability insurance with limits of liability of not less than $500,000 combined single limits for bodily and property damage per occurrence. Within ten (10) business days of execution of this Contract, Seller shall provide Buyer with a Certificate of Insurance in the form set forth in Exhibit A evidencing the insurance coverage. SECTION 11. TESTING AND ACCEPTANCE: A Seller shall notify Buyer that the System is ready for Acceptance Tests at least ten (10) days before commencement of the Acceptance Tests. Buyer and Seller shall jointly commence the Acceptance Tests on the date specified in Seller's notice (or other mutually agreeable date) and a representative of Seller and a representative of Buyer shall sign off on the form provided as part of the test procedure whether each item of the test was passed or failed. If Buyer does not have a representative attend the Acceptance