Stocking Distributor Agreement Dated 05-27-98

Exhibit 10.18


STOCKING DISTRIBUTOR AGREEMENT: GLENAYRE WESTERN MULTIPLEX, CORP. And Somera Communications (Somera) - ------------------------------


This agreement is made on May 27, 1998, to be considered the effective date, between Glenayre Western Multiplex, Corp. (hereinafter called the Supplier), having its principal place of business at 1196 Borregas Avenue, Sunnyvale, CA 94089-1302 and Somera, a Value Added Distributor (hereinafter called the Distributor) having its principal place of business at 5383 Hollister Ave., Suite 100, Goleta, CA 93111


I. Scope


Supplier appoints and Distributor accepts appointment as a non-exclusive
distributor of Supplier's products or services (hereinafter called
equipment) for the purposes of purchasing and selling the equipment.


II. Term


The term of this agreement is one year from the effective date of the
agreement and is renewable for successive one year terms by mutual
agreement of Supplier and Distributor.


III. Distributor Obligations


A. To maintain a sales organization and to solicit and actively promote
the sale of the Supplier's equipment.
B. To keep the Supplier advised of sales opportunities, activities and
problems that may require support from the Supplier.
C. To provide Supplier with Point-of Sales and inventory reports on a
monthly basis.
D. Act as the back-up for Technical Support.


IV. Supplier Obligations


A. To provide Distributor with sales aids, technical assistance, sales
and technical support. (To be the first point of contract on technical
issues and provide four complete sets of technical documentation).
B. To provide training and equipment instructions to Distributor's sales
force and customers as deemed reasonable for the effective sale of the
equipment and to maintain the integrity of the Distributor's
marketplace.
C. To make every reasonable effort to fill firm orders on the specified
delivery dates and provide notification immediately of the anticipated
ship date upon realization that scheduled ship dates cannot be met.
D. To provide Supplier's catalogs, literature, technical references,
other collateral and promotional materials (via hard copy or
electronically if possible) in quantities deemed reasonable by both
the Supplier and the Distributor free of charge for the purpose of
marketing and supporting the sale of the Supplier's products.


Distributor Agreement 2


E. To assist the Distributor with available documentation necessary for
regulations, tariffs, taxes or other regulatory or legal matters.
F. To disburse full crediting to Supplier's sales force as indicated by
Point of Sales information provided by the Distributor each month.
G. To provide corporate representation as the Distributor interface and
principal point of contact.
H. To provide corporate contact information including a sales
organizational chart (include territories and phone numbers), contacts
and phone numbers for support of proposal efforts, technical assistance
and general sales needs.
I. To provide pricing and product information to the Contract
Administrator.


V. Pricing


A. Distributor pricing for Supplier products and services will be set and
distributed in a format determined by the Distributor.


B. All unit prices shall apply to stock and/or drop ship orders regardless
of the quantity on the purchase order.
C. Supplier will support strategic positioning on a per situation basis
with firm pricing for Distributor encompassing a customer's need,
including time-frame, based on the potential volume and merit of the
opportunity.
D. All unit pricing for Glenayre Distributors is established as equal. No
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