<PAGE>

                                                                   EXHIBIT 10.10

[MOTOROLA LOGO APPEARS HERE]                        PURCHASE ORDER

SUPPLIER: MILLITECH CORPORATION                    PURCHASE ORDER NO. REVISION
          PO BOX 109                                     527874          2
          S. DEERFIELD RESEARCH PK, M-30
          SOUTH DEERFIELD, MA 01373                      PAGE
                                                           1 of 8
TELEPHONE: (413) 6658551                           MOTOROLA PURCHASE ORDER
                                                   NUMBER MUST APPEAR ON ALL
FAX:                                               SHIPPING LABELS, PACKAGING
                                                   SLIPS AND INVOICES OR THIS
         ATTN: TONY HART                           MATERIAL MAY BE RETURNED.

SHIP TO:
         MOTOROLA
         8220 EAST ROOSEVELT STREET                DATE OF ORDER     BUYER
         SCOTTSDALE, AZ 85257                      11-AUG-1999       M ROBERTSON

BILL TO:                                           DATE OF REVISION  BUYER
                                                   20-SEP-99         M ROBERTSON
         PO BOX 9B
         SCOTTSDALE, AZ 85252


--------------------------------------------------------------------------------
SUPPLIER NUMBER      PAYMENT TERMS         FREIGHT TERMS            F.O.B.
    5555               NET 15         CONSIGNEE BILLING COLLECT     ORIGIN
--------------------------------------------------------------------------------
SHIP VIA        TAX EXEMPT LICENSE    ORDER CONFIRMED WITH/DATE
UPS-Ground       07-041256-P              P.O. FAXED TO TONY HART
--------------------------------------------------------------------------------
BY: MOTOROLA INC.   TELEPHONE         FAX           MAILDROP   TOTAL P.O. VALUE
 M ROBERTSON        480-441-5015      480-441-6543   R7114     $10,900,000.00

LINE    PART #/REVISION/DESCRIPTION   NOT REQ'D   COMMITTED DOCK   QUANTITY
              /LINE TYPE                DATE           DATE
  NOTICES:
  1. EXPORT/IMPORT-TECHNICAL INFORMATION SUBMITTED WITH THIS PURCHASE ORDER IS
     SUBJECT TO U.S. EXPORT LAWS. ANY IMPORTS RESULTING FROM THIS PURCHASE ORDER
     ARE SUBJECT TO U.S. IMPORT LAWS. (SEE NOTE A BELOW)
  2. YEAR 2000 WARRANTY-THIS PURCHASE ORDER IS SUBJECT TO A SPECIAL YEAR 2000
     WARRANTY PROVISION. (SEE NOTE BELOW)



1       9031310100                    [***]          [***]            [***]
        CPE ASSY, BLOCK B, UPSTREA
          STANDARD PO

2       9031318101                    [***]          [***]            [***]
        HUB ASSY US BLOCK B, UPST
          STANDARD PO

3       9031291001                    [***]          [***]            [***]
        HUB STACK US BLOCK A E-P
          STANDARD PO

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

UOM        UNIT PRICE        EXTENSION           TAX        PRIORITY RATING
                                                            CONTRACT REQUESTOR
                                                            /ACCOUNT

[***]     [***]              [***]                N
                                                            CLARK, JEANNE L
                                                                    14104-01100

[***]     [***]              [***]                N
                                                            CLARK, JEANNE L
                                                                    14104-01100

[***]     [***]              [***]                N
                                                            CLARK, JEANNE L
                                                                    14104-03200

--------------------------------------------------------------------------------
The Purchase Order Terms and Conditions incorporated herein and made part of
this order are contained in either the following identified Motorola Terms and
Conditions Form, or Memorandum of Understanding:

THIS ORDER IS AN OFFER BY MOTOROLA TO SELLER IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH OR REFERENCED HEREIN AND ATTACHED HERETO. THIS OFFER
EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF. ADDITIONAL OR DIFFERENT
TERMS PROPOSED BY SELLER SHALL NOT BECOME PART OF THE CONTRACT UNLESS MOTOROLA
EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR DIFFERENT TERMS. THIS
OFFER BECOMES A FIRM CONTRACT UNDER MOTOROLA'S TERMS AND CONDITIONS BY
ACCEPTANCE OF SELLER OR SELLER'S STARTING PERFORMANCE HEREOF. SAID CONTRACT
SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND SHALL SUPERSEDE
ALL PRIOR OFFERS. NEGOTIATONS, AND AGREEMENTS ON THE SUBJECT MATTERS COVERED BY
THIS ORDER.

[***] Confidential Treatment Requested.
<PAGE>

[MOTOROLA LOGO APPEARS HERE]                        PURCHASE ORDER

SUPPLIER: MILLITECH CORPORATION                    PURCHASE ORDER NO. REVISION
          PO BOX 109                                     527874          2
          S. DEERFIELD RESEARCH PK M-30
          SOUTH DEERFIELD, MA 01373                      PAGE
                                                           2 of 8
TELEPHONE: (413) 6658551                           MOTOROLA PURCHASE ORDER
                                                   NUMBER MUST APPEAR ON ALL
FAX:                                               SHIPPING LABELS, PACKAGING
                                                   SLIPS AND INVOICES OR THIS
SHIP TO:                                           MATERIAL MAY BE RETURNED.
         MOTOROLA
         8220 EAST ROOSEVELT STREET                DATE OF ORDER     BUYER
         SCOTTSDALE, AZ 85257                      11-AUG-1999       M ROBERTSON

BILL TO:                                           DATE OF REVISION  BUYER
                                                   20-SEP-99         M ROBERTSON
         PO BOX 9B
         SCOTTSDALE, AZ 85252


--------------------------------------------------------------------------------
SUPPLIER NUMBER      PAYMENT TERMS         FREIGHT TERMS            F.O.B.
    5555               NET 15         CONSIGNEE BILLING COLLECT     ORIGIN
--------------------------------------------------------------------------------
SHIP VIA        TAX EXEMPT LICENSE    ORDER CONFIRMED WITH/DATE
UPS-Ground       07-041256-P              P.O. FAXED TO TONY HART
--------------------------------------------------------------------------------
BY: MOTOROLA INC.   TELEPHONE         FAX           MAILDROP   TOTAL P.O. VALUE
 M ROBERTSON        480-441-5015      480-441-6543   R7114     $10,900,000.00

LINE    PART #/REVISION/DESCRIPTION   NOT REQ'D   COMMITTED DOCK   QUANTITY
              /LINE TYPE                 DATE           DATE



4       9031291002                    [***]          [***]              [***]
        HUB STACK US BLOCK A, H-P
          STANDARD PO

5       9031295600                    [***]          [***]              [***]
        CPE A-BAND
          STANDARD PO

6       9031318101                    [***]          [***]              [***]
        HUB ASSY US BLOCK B, UPST
          STANDARD PO

7       9031318102                    [***]          [***]              [***]
        HUB ASSY, US BLOCK B, UPST
          STANDARD PO

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

UOM        UNIT PRICE        EXTENSION           TAX        PRIORITY RATING
                                                            CONTRACT REQUESTOR
                                                            /ACCOUNT

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

--------------------------------------------------------------------------------
The Purchase Order Terms and Conditions incorporated herein and made part of
this order are contained in either the following identified Motorola Terms and
Conditions Form, or Memorandum of Understanding:

THIS ORDER IS AN OFFER BY MOTOROLA TO SELLER IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH OR REFERENCED HEREIN AND ATTACHED HERETO. THIS OFFER
EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF. ADDITIONAL OR DIFFERENT
TERMS PROPOSED BY SELLER SHALL NOT BECOME PART OF THE CONTRACT UNLESS MOTOROLA
EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR DIFFERENT TERMS. THIS
OFFER BECOMES A FIRM CONTRACT UNDER MOTOROLA'S TERMS AND CONDITIONS BY
ACCEPTANCE OF SELLER OR SELLER'S STARTING PERFORMANCE HEREOF. SAID CONTRACT
SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND SHALL SUPERSEDE
ALL PRIOR OFFERS. NEGOTIATONS, AND AGREEMENTS ON THE SUBJECT MATTERS COVERED BY
THIS ORDER.

[***] Confidential Treatment Requested.
<PAGE>

[MOTOROLA LOGO APPEARS HERE]                        PURCHASE ORDER

SUPPLIER: MILLITECH CORPORATION                    PURCHASE ORDER NO. REVISION
          PO BOX 109                                     527874          2
          S. DEERFIELD RESEARCH PK, M-30
          SOUTH DEERFIELD, MA 01373                      PAGE
                                                           3 of 8
TELEPHONE: (413) 6658551                           MOTOROLA PURCHASE ORDER
                                                   NUMBER MUST APPEAR ON ALL
FAX:                                               SHIPPING LABELS, PACKAGING
                                                   SLIPS AND INVOICES OR THIS
SHIP TO:                                           MATERIAL MAY BE RETURNED.
         MOTOROLA
         8220 EAST ROOSEVELT STREET                DATE OF ORDER     BUYER
         SCOTTSDALE, AZ 85257                      11-AUG-1999       M ROBERTSON

BILL TO:                                           DATE OF REVISION  BUYER
                                                   20-SEP-99         M ROBERTSON
         PO BOX 9B
         SCOTTSDALE, AZ 85252


--------------------------------------------------------------------------------
SUPPLIER NUMBER      PAYMENT TERMS         FREIGHT TERMS            F.O.B.
    5555               NET 15         CONSIGNEE BILLING COLLECT     ORIGIN
--------------------------------------------------------------------------------
SHIP VIA        TAX EXEMPT LICENSE    ORDER CONFIRMED WITH/DATE
UPS-Ground       07-041256-P              P.O. FAXED TO TONY HART
--------------------------------------------------------------------------------
BY: MOTOROLA INC.   TELEPHONE         FAX           MAILDROP   TOTAL P.O. VALUE
 M ROBERTSON        480-441-5015      480-441-6543   R7114     $10,900,000.00

LINE    PART #/REVISION/DESCRIPTION   NOT REQ'D   COMMITTED DOCK   QUANTITY
              /LINE TYPE                 DATE           DATE


8       9031310100                    [***]          [***]              [***]
        CPE ASSY, BLOCK B, UPSTREA
          STANDARD PO

9       9031291001                    [***]          [***]              [***]
        HUB STACK US BLOCK A E-P
          STANDARD PO

10      9031291002                    [***]          [***]              [***]
        HUB STACK US BLOCK A H-P
          STANDARD PO

11      9031295600                    [***]          [***]              [***]
        CPE A-BAND
          STANDARD PO

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

UOM        UNIT PRICE        EXTENSION           TAX        PRIORITY RATING
                                                            CONTRACT REQUESTOR
                                                            /ACCOUNT

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

--------------------------------------------------------------------------------
The Purchase Order Terms and Conditions incorporated herein and made part of
this order are contained in either the following identified Motorola Terms and
Conditions Form, or Memorandum of Understanding:

THIS ORDER IS AN OFFER BY MOTOROLA TO SELLER IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH OR REFERENCED HEREIN AND ATTACHED HERETO. THIS OFFER
EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF. ADDITIONAL OR DIFFERENT
TERMS PROPOSED BY SELLER SHALL NOT BECOME PART OF THE CONTRACT UNLESS MOTOROLA
EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR DIFFERENT TERMS. THIS
OFFER BECOMES A FIRM CONTRACT UNDER MOTOROLA'S TERMS AND CONDITIONS BY
ACCEPTANCE OF SELLER OR SELLER'S STARTING PERFORMANCE HEREOF. SAID CONTRACT
SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND SHALL SUPERSEDE
ALL PRIOR OFFERS. NEGOTIATONS, AND AGREEMENTS ON THE SUBJECT MATTERS COVERED BY
THIS ORDER.

[***] Confidential Treatment Requested.
<PAGE>

[MOTOROLA LOGO APPEARS HERE]                        PURCHASE ORDER

SUPPLIER: MILLITECH CORPORATION                    PURCHASE ORDER NO. REVISION
          PO BOX 109                                     527874          2
          S. DEERFIELD RESEARCH PK, M-30
          SOUTH DEERFIELD, MA 01373                      PAGE
                                                           4 of 8
TELEPHONE: (413) 6658551                           MOTOROLA PURCHASE ORDER
                                                   NUMBER MUST APPEAR ON ALL
FAX:                                               SHIPPING LABELS, PACKAGING
                                                   SLIPS AND INVOICES OR THIS
SHIP TO:                                           MATERIAL MAY BE RETURNED.
         MOTOROLA
         8220 EAST ROOSEVELT STREET                DATE OF ORDER     BUYER
         SCOTTSDALE, AZ 85257                      11-AUG-1999       M ROBERTSON

BILL TO:                                           DATE OF REVISION  BUYER
                                                   20-SEP-99         M ROBERTSON
         PO BOX 9B
         SCOTTSDALE, AZ 85252


--------------------------------------------------------------------------------
SUPPLIER NUMBER      PAYMENT TERMS         FREIGHT TERMS            F.O.B.
    5555               NET 15         CONSIGNEE BILLING COLLECT     ORIGIN
--------------------------------------------------------------------------------
SHIP VIA        TAX EXEMPT LICENSE    ORDER CONFIRMED WITH/DATE
UPS-Ground       07-041256-P              P.O. FAXED TO TONY HART
--------------------------------------------------------------------------------
BY: MOTOROLA INC.   TELEPHONE         FAX           MAILDROP   TOTAL P.O. VALUE
 M ROBERTSON        480-441-5015      480-441-6543   R7114     $10,900,000.00

LINE    PART #/REVISION/DESCRIPTION   NOT REQ'D   COMMITTED DOCK   QUANTITY
              /LINE TYPE                 DATE           DATE



12      9031318101                    [***]          [***]              [***]
        HUB ASSY, US BLOCK B, UPST
          STANDARD PO

13      9031318102                    [***]          [***]              [***]
        HUB ASSY, US BLOCK B, UPST
          STANDARD PO

14      9031310100                    [***]          [***]              [***]
        CPE ASSY, BLOCK B, UPSTREA
          STANDARD PO

15      9031291001                    [***]          [***]              [***]
        HUB STACK US BLOCK A E-P
          STANDARD PO

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

UOM        UNIT PRICE        EXTENSION           TAX        PRIORITY RATING
                                                            CONTRACT REQUESTOR
                                                            /ACCOUNT

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]              [***]           N
                                                            CLARK, JEANNE L
                                                                    14104-03200

--------------------------------------------------------------------------------
The Purchase Order Terms and Conditions incorporated herein and made part of
this order are contained in either the following identified Motorola Terms and
Conditions Form, or Memorandum of Understanding:

THIS ORDER IS AN OFFER BY MOTOROLA TO SELLER IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH OR REFERENCED HEREIN AND ATTACHED HERETO. THIS OFFER
EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF. ADDITIONAL OR DIFFERENT
TERMS PROPOSED BY SELLER SHALL NOT BECOME PART OF THE CONTRACT UNLESS MOTOROLA
EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR DIFFERENT TERMS. THIS
OFFER BECOMES A FIRM CONTRACT UNDER MOTOROLA'S TERMS AND CONDITIONS BY
ACCEPTANCE OF SELLER OR SELLER'S STARTING PERFORMANCE HEREOF. SAID CONTRACT
SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND SHALL SUPERSEDE
ALL PRIOR OFFERS. NEGOTIATONS, AND AGREEMENTS ON THE SUBJECT MATTERS COVERED BY
THIS ORDER.

[***] Confidential Treatment Requested.
<PAGE>

[MOTOROLA LOGO APPEARS HERE]                        PURCHASE ORDER

SUPPLIER: MILLITECH CORPORATION                    PURCHASE ORDER NO. REVISION
          PO BOX 109                                     527874          2
          S. DEERFIELD RESEARCH PK, M-30
          SOUTH DEERFIELD, MA 01373                      PAGE
                                                           5 of 8
TELEPHONE: (413) 6658551                           MOTOROLA PURCHASE ORDER
                                                   NUMBER MUST APPEAR ON ALL
FAX:                                               SHIPPING LABELS, PACKAGING
                                                   SLIPS AND INVOICES OR THIS
SHIP TO:                                           MATERIAL MAY BE RETURNED.
         MOTOROLA
         8220 EAST ROOSEVELT STREET                DATE OF ORDER     BUYER
         SCOTTSDALE, AZ 85257                      11-AUG-1999       M ROBERTSON

BILL TO:                                           DATE OF REVISION  BUYER
                                                   20-SEP-99         M ROBERTSON
         PO BOX 9B
         SCOTTSDALE, AZ 85252


--------------------------------------------------------------------------------
SUPPLIER NUMBER      PAYMENT TERMS         FREIGHT TERMS            F.O.B.
    5555               NET 15         CONSIGNEE BILLING COLLECT     ORIGIN
--------------------------------------------------------------------------------
SHIP VIA        TAX EXEMPT LICENSE    ORDER CONFIRMED WITH/DATE
UPS-Ground       07-041256-P              P.O. FAXED TO TONY HART
--------------------------------------------------------------------------------
BY: MOTOROLA INC.   TELEPHONE         FAX           MAILDROP   TOTAL P.O. VALUE
 M ROBERTSON        480-441-5015      480-441-6543   R7114     $10,900,000.00

LINE    PART #/REVISION/DESCRIPTION   NOT REQ'D   COMMITTED DOCK   QUANTITY
              /LINE TYPE                 DATE           DATE



16      9031295600                    [***]          [***]             [***]
        CPE A-BAND
          STANDARD PO

17      9031318101                    [***]          [***]             [***]
        HUB ASSY, US BLOCK B, UPST
          STANDARD PO

18      9031318102                    [***]          [***]             [***]
        HUB ASSY, US BLOCK B, UPST
          STANDARD PO

19      9031310100                    [***]          [***]             [***]
        CPE ASSY,BLOCK B, UPSTREA
          STANDARD PO

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

UOM        UNIT PRICE        EXTENSION           TAX        PRIORITY RATING
                                                            CONTRACT REQUESTOR
                                                            /ACCOUNT

[***]          [***]             [***]            N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]             [***]            N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]             [***]            N
                                                            CLARK, JEANNE L
                                                                    14104-03200

[***]          [***]             [***]            N
                                                            CLARK, JEANNE L
                                                                    14104-03200

The following notes apply to the entire Purchase Order unless otherwise noted:

NOTE A: EXPORT/IMPORT-U.S. EXPORT LAW AS CONTAINED IN THE INTERNATIONAL TRAFFIC
           IN ARMS REGULATIONS (ITAR) AND THE EXPORT ADMINISTRATION

--------------------------------------------------------------------------------
The Purchase Order Terms and Conditions incorporated herein and made part of
this order are contained in either the following identified Motorola Terms and
Conditions Form, or Memorandum of Understanding:

THIS ORDER IS AN OFFER BY MOTOROLA TO SELLER IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH OR REFERENCED HEREIN AND ATTACHED HERETO. THIS OFFER
EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF. ADDITIONAL OR DIFFERENT
TERMS PROPOSED BY SELLER SHALL NOT BECOME PART OF THE CONTRACT UNLESS MOTOROLA
EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR DIFFERENT TERMS. THIS
OFFER BECOMES A FIRM CONTRACT UNDER MOTOROLA'S TERMS AND CONDITIONS BY
ACCEPTANCE OF SELLER OR SELLER'S STARTING PERFORMANCE HEREOF. SAID CONTRACT
SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND SHALL SUPERSEDE
ALL PRIOR OFFERS. NEGOTIATONS, AND AGREEMENTS ON THE SUBJECT MATTERS COVERED BY
THIS ORDER.

[***] Confidential Treatment Requested.
<PAGE>

[MOTOROLA LOGO APPEARS HERE]                        PURCHASE ORDER

SUPPLIER: MILLITECH CORPORATION                    PURCHASE ORDER NO. REVISION
          PO BOX 109                                     527874          2
          S. DEERFIELD RESEARCH PK, M-30
          SOUTH DEERFIELD, MA 01373                      PAGE
                                                           6 of 8
TELEPHONE: (413) 6658551                           MOTOROLA PURCHASE ORDER
                                                   NUMBER MUST APPEAR ON ALL
FAX:                                               SHIPPING LABELS, PACKAGING
                                                   SLIPS AND INVOICES OR THIS
SHIP TO:                                           MATERIAL MAY BE RETURNED.
         MOTOROLA
         8220 EAST ROOSEVELT STREET                DATE OF ORDER     BUYER
         SCOTTSDALE, AZ 85257                      11-AUG-1999       M ROBERTSON

BILL TO:                                           DATE OF REVISION  BUYER
                                                   20-SEP-99         M ROBERTSON
         PO BOX 9B
         SCOTTSDALE, AZ 85252


--------------------------------------------------------------------------------
SUPPLIER NUMBER      PAYMENT TERMS         FREIGHT TERMS            F.O.B.
    5555               NET 15         CONSIGNEE BILLING COLLECT     ORIGIN
--------------------------------------------------------------------------------
SHIP VIA        TAX EXEMPT LICENSE    ORDER CONFIRMED WITH/DATE
UPS-Ground       07-041256-P              P.O. FAXED TO TONY HART
--------------------------------------------------------------------------------
BY: MOTOROLA INC.   TELEPHONE         FAX           MAILDROP   TOTAL P.O. VALUE
 M ROBERTSON        480-441-5015      480-441-6543   R7114     $10,900,000.00

LINE    PART #/REVISION/DESCRIPTION   NOT REQ'D   COMMITTED DOCK   QUANTITY
              /LINE TYPE                 DATE           DATE

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

UOM        UNIT PRICE        EXTENSION           TAX        PRIORITY RATING
                                                            CONTRACT REQUESTOR
                                                            /ACCOUNT


   REGULATIONS (EAR) IS APPLICABLE TO THE TECHNICAL INFORMATION SUBMITTED WITH
   THIS P.O. THIS TECHNICAL INFORMATION IS NOT TO BE PLACED IN THE PUBLIC
   DOMAIN, EXPORTED FROM THE U.S., OR GIVEN TO ANY FOREIGN PERSON IN THE U.S.,
   WITHOUT THE PRIOR, SPECIFIC WRITTEN AUTHORIZATION OF MOTOROLA SSTG AND THE
   U.S. DEPARTMENT OF STATE OR THE U.S. DEPARTMENT OF COMMERCE AS APPLICABLE.
   IF THIS PURCHASE ORDER WILL RESULT IN AN IMPORT SHIPMENT FOR WHICH MOTOROLA
   WILL BE THE IMPORTER OF RECORD, APPROVAL FOR SUCH FOREIGN PROCUREMENT MUST BE
   OBTAINED FROM THE BUYER PRIOR TO SHIPMENT.

   NOTE B: SPECIAL YEAR 2000 WARRANTY-IN ADDITION TO ALL OTHER REPRESENTATIONS
   AND WARRANTIES CONTAINED IN THE APPLICABLE TERMS AND CONDITIONS, THE
   FOLLOWING "SPECIAL YEAR 2000 WARRANTY" PROVISION GOVERNS PERFORMANCE UNDER
   THIS PURCHASE ORDER.
   TO THE EXTENT THIS PURCHASE ORDER INCLUDES SOME FORM OF INFORMATION
   TECHNOLOGY, INCLUDING ANYTHING THAT PROCESSES, PROVIDES, AND/OR RECEIVES DATE
   DATA, SUPPLIER REPRESENTS AND WARRANTS, IN ADDITION TO ALL OTHER
   REPRESENTATIONS AND WARRANTIES, THAT UNTIL JULY 31, 2001 THE PRODUCTS
   SUPPLIED WILL: 1) BE FREE FROM ANY ERROR(S) RELATING TO THE DATE DATA
   (INCLUDING LEAP YEAR CALCULATIONS), 2) WILL NOT GENERATE ANY INVALID AND/OR
   INCORRECT DATE-RELATED RESULTS AND 3) SUCH DATE DATA WILL NOT IMPAIR THE
   PERFORMANCE OUTPUT OR ACCURACY OF MOTOROLA'S SYSTEMS OR PRODUCTS.

   SHIPPING NOTICE: DO NOT DECLARE VALUE-DO NOT INSURE. ALL FOB ORIGIN/SOURCE
   MUST SHIP COLLECT/CONSIGNEE BILLING. COLLECT SHIPMENTS REQUIRE PO NUMBER ON
   BILL OF LADING/AIRBILL.

   ACCOUNTS PAYABLE NOTICE: ITEMS DELIVERED BEFORE THE SCHEDULED DOCK DATE AND
   MOTOROLA'S REQUIRED DATE ARE SUBJECT TO RETURN AT THE SUPPLIERS EXPENSE. IF
   MOTOROLA ELECTS TO RETAIN THESE MATERIALS, PAYMENTS WILL BE MADE USING THE
   DOCK DATE OR MOTOROLA'S REQUIRED DATE TO COMPUTE THE PAYMENT TERMS. PAYMENTS
   MAY BE WITHHELD WITHOUT THE LOSS OF DISCOUNT, PENDING RECEIPT OF A COMPLETE
   AND ACCURATE INVOICE.

   NOTE 1: -CPE prices include the following accessories; CPE Mast Mount, Bias-T
           Assy and Power Supply.
           -The quantities and prices on this Purchase Order (items 1 & 2) apply
           to any radio that Motorola procures, may it be Block A, Block B,
           Korea or any other major radio opportunities which may develop as
           long as Motorola pays for any new NRE (NRE will not exceed
           [***]. If the right business opportunity comes to Motorola for
           a new radio, Motorola has the rights to negotiate with Millitech and
           pay 100% of the NRE cost (as opposed to sharing these cost with
           Millitech on a

--------------------------------------------------------------------------------
The Purchase Order Terms and Conditions incorporated herein and made part of
this order are contained in either the following identified Motorola Terms and
Conditions Form, or Memorandum of Understanding:

THIS ORDER IS AN OFFER BY MOTOROLA TO SELLER IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH OR REFERENCED HEREIN AND ATTACHED HERETO. THIS OFFER
EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF. ADDITIONAL OR DIFFERENT
TERMS PROPOSED BY SELLER SHALL NOT BECOME PART OF THE CONTRACT UNLESS MOTOROLA
EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR DIFFERENT TERMS. THIS
OFFER BECOMES A FIRM CONTRACT UNDER MOTOROLA'S TERMS AND CONDITIONS BY
ACCEPTANCE OF SELLER OR SELLER'S STARTING PERFORMANCE HEREOF. SAID CONTRACT
SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND SHALL SUPERSEDE
ALL PRIOR OFFERS. NEGOTIATONS, AND AGREEMENTS ON THE SUBJECT MATTERS COVERED BY
THIS ORDER.

[***] Confidential Treatment Requested.
<PAGE>

[MOTOROLA LOGO APPEARS HERE]                       PURCHASE ORDER

SUPPLIER: MILLITECH CORPORATION                    PURCHASE ORDER NO. REVISION
          PO BOX 109                                     527874          2
          S. DEERFIELD RESEARCH PK, M-30
          SOUTH DEERFIELD, MA 01373                      PAGE
                                                           7 of 8
TELEPHONE: (413) 6658551                           MOTOROLA PURCHASE ORDER
                                                   NUMBER MUST APPEAR ON ALL
FAX:                                               SHIPPING LABELS, PACKAGING
                                                   SLIPS AND INVOICES OR THIS
SHIP TO:                                           MATERIAL MAY BE RETURNED.
         MOTOROLA
         8220 EAST ROOSEVELT STREET                DATE OF ORDER     BUYER
         SCOTTSDALE, AZ 85257                      11-AUG-1999       M ROBERTSON

BILL TO:                                           DATE OF REVISION  BUYER
                                                   20-SEP-99         M ROBERTSON
         PO BOX 9B
         SCOTTSDALE, AZ 85252


--------------------------------------------------------------------------------
SUPPLIER NUMBER      PAYMENT TERMS         FREIGHT TERMS            F.O.B.
    5555               NET 15         CONSIGNEE BILLING COLLECT     ORIGIN
--------------------------------------------------------------------------------
SHIP VIA        TAX EXEMPT LICENSE    ORDER CONFIRMED WITH/DATE
UPS-Ground       07-041256-P              P.O. FAXED TO TONY HART
--------------------------------------------------------------------------------
BY: MOTOROLA INC.   TELEPHONE         FAX           MAILDROP   TOTAL P.O. VALUE
 M ROBERTSON        480-441-5015      480-441-6543   R7114     $10,900,000.00

LINE    PART #/REVISION/DESCRIPTION   NOT REQ'D   COMMITTED DOCK   QUANTITY
              /LINE TYPE                 DATE           DATE


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

UOM        UNIT PRICE        EXTENSION           TAX        PRIORITY RATING
                                                            CONTRACT REQUESTOR
                                                            /ACCOUNT

--------------------------------------------------------------------------------
50/50 basis) to obtain sole source for a limited amount of time.
-- Hubs will be configured in Motorola's desired polarization configuration, the
   polarization will be identified when Motorola "issues releases" to Millitech.
-- When "releases are issued" to Millitech new line items will be added to this
   Purchase Order and the quantities will be reduced on line item 1 and 2.
-- Warranty is 18 months from the date of shipment from Millitech for all items
   shipped against this Purchase Order.
-- Motorola will provide Millitech with a delivery forecast (forecast will be
   for [***] Hubs and [***] CPE's spread out by month until 12-31-01) with the
   release of this Purchase Order and it will be updated on a monthly basis.
-- Motorola will finalize hand delivery requirements 16 weeks prior to delivery.
   This firm release will identify the quantities and delivery dates as well as
   the part numbers and/or technical requirements for the hardware. Once a
   month, Motorola will "issue revised releases" to reflect the new forecast
   (hard deliveries).

NOTE 2: -- Millitech will execute advance procurement and planning to meet our
           delivery forecast. With this, Millitech may commit to procure up to
           20 weeks of material (per our schedule). In the event that Motorola's
           sales do not develop as planned for the LMDS Program, Motorola will
           be liable to Millitech for material procured by Millitech within the
           20-week window. If hardware has not been assembled, Motorola's
           maximum liability will not exceed [***] per CPE and [***] per Hub.
           Motorola will be 100% responsible for all hard commits within the 16-
           week delivery window and has the option to change the quantities in
           weeks 12-16 by 33% with no charge.
        -- In the event that Motorola's LMDS sales do not develop as planned,
           Motorola will be liable to Millitech for 20-weeks of production as
           stated above only. The unit prices as shown on this P.O. will remain
           the same (Hubs [***] each and [***] each for the CPE's) in the event
           that sales are not as high as projected.
        -- Program reviews will be held monthly between Millitech and Motorola,
           we will rotate facilities.
        -- Millitech has the rights to convert the (Release 2 CPE's) to the
           (Release 3 CPE's) any time after written acceptance by Motorola.

NOTE 3: -- Revision I changes the wording of NOTE 1 as requested by Millitech in
           their 8/19/99 fax. The wording that was changed is bracketed by
           "quote marks". This is an

--------------------------------------------------------------------------------
The Purchase Order Terms and Conditions incorporated herein and made part of
this order are contained in either the following identified Motorola Terms and
Conditions Form, or Memorandum of Understanding:

THIS ORDER IS AN OFFER BY MOTOROLA TO SELLER IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH OR REFERENCED HEREIN AND ATTACHED HERETO. THIS OFFER
EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF. ADDITIONAL OR DIFFERENT
TERMS PROPOSED BY SELLER SHALL NOT BECOME PART OF THE CONTRACT UNLESS MOTOROLA
EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR DIFFERENT TERMS. THIS
OFFER BECOMES A FIRM CONTRACT UNDER MOTOROLA'S TERMS AND CONDITIONS BY
ACCEPTANCE OF SELLER OR SELLER'S STARTING PERFORMANCE HEREOF. SAID CONTRACT
SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND SHALL SUPERSEDE
ALL PRIOR OFFERS. NEGOTIATONS, AND AGREEMENTS ON THE SUBJECT MATTERS COVERED BY
THIS ORDER.

[***] Confidential Treatment Requested.
<PAGE>

[MOTOROLA LOGO APPEARS HERE]                       PURCHASE ORDER

SUPPLIER: MILLITECH CORPORATION                    PURCHASE ORDER NO. REVISION
          PO BOX 109                                     527874          2
          S. DEERFIELD RESEARCH PK, M-30
          SOUTH DEERFIELD, MA 01373                      PAGE
                                                           8 of 8
TELEPHONE: (413) 6658551                           MOTOROLA PURCHASE ORDER
                                                   NUMBER MUST APPEAR ON ALL
FAX:                                               SHIPPING LABELS, PACKAGING
                                                   SLIPS AND INVOICES OR THIS
SHIP TO:                                           MATERIAL MAY BE RETURNED.
         MOTOROLA
         8220 EAST ROOSEVELT STREET                DATE OF ORDER     BUYER
         SCOTTSDALE, AZ 85257                      11-AUG-1999       M ROBERTSON

BILL TO:                                           DATE OF REVISION  BUYER
                                                   20-SEP-99         M ROBERTSON
         PO BOX 9B
         SCOTTSDALE, AZ 85252


--------------------------------------------------------------------------------
SUPPLIER NUMBER      PAYMENT TERMS         FREIGHT TERMS            F.O.B.
    5555               NET 15         CONSIGNEE BILLING COLLECT     ORIGIN
--------------------------------------------------------------------------------
SHIP VIA        TAX EXEMPT LICENSE    ORDER CONFIRMED WITH/DATE
UPS-Ground       07-041256-P              P.O. FAXED TO TONY HART
--------------------------------------------------------------------------------
BY: MOTOROLA INC.   TELEPHONE         FAX           MAILDROP   TOTAL P.O. VALUE
 M ROBERTSON        480-441-5015      480-441-6543   R7114     $10,900,000.00

LINE    PART #/REVISION/DESCRIPTION   NOT REQ'D   COMMITTED DOCK   QUANTITY
              /LINE TYPE                 DATE           DATE


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

UOM        UNIT PRICE        EXTENSION           TAX        PRIORITY RATING
                                                            CONTRACT REQUESTOR
                                                            /ACCOUNT

--------------------------------------------------------------------------------
           administrative change that does not affect purchase order pricing.


NOTE 4:    Rev 02 issued to change the quantities on line items 1 & 2 and to add
           line items 3-19.

--------------------------------------------------------------------------------
The Purchase Order Terms and Conditions incorporated herein and made part of
this order are contained in either the following identified Motorola Terms and
Conditions Form, or Memorandum of Understanding:

THIS ORDER IS AN OFFER BY MOTOROLA TO SELLER IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH OR REFERENCED HEREIN AND ATTACHED HERETO. THIS OFFER
EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF. ADDITIONAL OR DIFFERENT
TERMS PROPOSED BY SELLER SHALL NOT BECOME PART OF THE CONTRACT UNLESS MOTOROLA
EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR DIFFERENT TERMS. THIS
OFFER BECOMES A FIRM CONTRACT UNDER MOTOROLA'S TERMS AND CONDITIONS BY
ACCEPTANCE OF SELLER OR SELLER'S STARTING PERFORMANCE HEREOF. SAID CONTRACT
SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND SHALL SUPERSEDE
ALL PRIOR OFFERS. NEGOTIATONS, AND AGREEMENTS ON THE SUBJECT MATTERS COVERED BY
THIS ORDER.

[***] Confidential Treatment Requested.
<PAGE>

                     MOTOROLA TERMS AND CONDITIONS, PART D
                       FIXED PRICE CONTRACT (COMMERCIAL)

THIS CONTRACT EXPRESSLY LIMITS ACCEPTANCE TO THE WRITTEN TERMS HEREOF.
ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER SHALL NOT BECOME A PART OF THE
CONTRACT UNLESS MOTOROLA EXPRESSLY ASSENTS IN WRITING TO ANY SUCH ADDITIONAL OR
DIFFERENT TERMS.  NONE OF THE PROVISIONS CONTAINED HEREIN EXPRESSLY OR IMPLIED
ARE INTENDED TO CREATE PRIVITY OF CONTRACT BETWEEN SELLER AND MOTOROLA
CUSTOMERS, IF ANY.

TABLE OF CONTENTS

1.  Definitions
2.  Order of Precedent
3.  Changes
4.  Notices
5.  Insurance and Indemnification
6.  Inspection
7.  Title and Risk of Loss
8.  Payments
9.  Assignment
10.  Rights and Use of Technical Information
11.  Indemnity
12.  Patent Indemnity
13.  Commercial Acquisition for Government Contracts
14.  Taxes
15.  Default
16.  Disputes
17.  Stop Work Order
18.  Warranty
19.  Property and Tooling
20.  Packing and Shipping
21.  Waiver
22.  Plant Visits
23.  Advertising and Publicity
24.  Material Safety Data Sheets
25.  Ozone Depleting Substances
26.  Radiological Health
27.  Motorola Access
28.  Export Control
29.  Termination
30.  Entire Agreement
31.  Governing Law
32.  Socio-Economic Compliance Clauses
33.  Year 2000 Compliance
34.  Discontinuance of Product
35.  Subcontracts for Commercial Items and Commercial Components
36.  New Materials
37.  Assignment
<PAGE>

1.  DEFINITIONS.  As used throughout this contract, including, if any,
provisions incorporated by reference the following terms shall have the meaning
set forth below:

(a)  The term "Seller" means the person, firm or corporation executing this
     contract with Motorola and who will furnish the work or services provided
     for herein.

(b)  The term "Motorola" unless otherwise defined shall mean the Space and
     Systems Technology Group of Motorola, Inc.

(c)  The term "prime contract" means the contract with the customer.

(d)  The word "contract" unless otherwise modified shall mean the agreement.

(e)  Except as otherwise provided in this contract, the term "subcontract"
     includes purchase orders placed by the Seller under this contract and all
     references to "supplies" shall include "services", if the contract wholly
     or in party provides for the furnishing of services.

2.  ORDER OF PRECEDENCE.  The rights and obligations of the parties to this
contract shall be subject to and governed by the Statement of Work, these Terms
and Conditions, and any proposals, specifications or other documents or
provisions which are made a part of this contract by reference or otherwise. To
the extent of any inconsistency between (i) the Statement of Work and these
Terms and Conditions and (ii) proposals, specifications or other documents or
provisions which are made a part of this contract by reference or otherwise, the
Statement of Work and these Terms and Conditions shall control. To the extent of
any inconsistency between (i) the Statement of Work and (ii) these Terms and
Conditions, the Statement of Work shall control.



3.   CHANGES.

(a)  Motorola may at any time, without notice to the sureties of any, through
     written directions, require reduction or addition or work, issue additional
     restrictions, or extend the performance of the work all within the general
     scope of this contract.

(b)  If any such direction causes an increase or decrease in the cost of, or the
     time required or the performance of, this contract, or otherwise affects
     any other provision of this contract, whether changes or not changed by any
     such direction, an equitable adjustment shall be made (1) in the contract
     price or time of performance or both, and (2) in such other provisions of
     the contract as may be so affected, and the contract shall be modified in
     writing accordingly.

(c)  Any claim by the Seller for adjustment under this article must be asserted
     in writing within 30 days from the date of receipt by the Seller of the
     notification of change provided, however, that Motorola, if it decides that
     the facts justify such action, may receive and act upon any such claim
     asserted at any time prior to final payment

<PAGE>

     under this contract. Nothing in this article shall excuse the Seller from
     proceeding with the contract as changed. Failure to agree to any adjustment
     shall be a dispute concerning a question of fact within the meaning of the
     article of this contract entitled "Disputes".

(d)  Where the full cost, or substantially the full cost, of property made
     obsolete or excess as a result of a change is included in the Seller's
     claim for adjustment, Motorola shall have the right to prescribe the manner
     of disposition of such property.

(e)  Motorola engineering and technical personnel may from time to time render
     assistance or give technical advice to, or discuss or effect and exchange
     of information with the Seller's personnel concerning the work hereunder.
     Such actions shall not be deemed to be a change under this article and
     shall not vest Seller with authority to change the work hereunder.  In the
     event Seller receives an instruction, order or advice that he deems to be a
     change from anyone other than Motorola's Supply Management Department, he
     shall immediately advise Motorola's Purchasing Department of that
     instruction, order or advice, Seller shall not be entitled to any
     adjustment of the contract price, delivery schedule or other contract
     provisions because of actions taken by the Seller pursuant to said
     instruction, order or advice unless and until and only to the extent such
     instruction, order or advice shall be included in a Purchase Order Revision
     or Change Order or Supplemental Agreement to this contract issued by
     Motorola's Supply Management Department, in writing, whenever any change
     received from any representative of Motorola affects specifications,
     quantities, delivery, prices or other conditions of this contract.

(f)  The Seller shall not make any changes in the work or end items (including
     assemblies, subassemblies, parts and components thereof) which do not
     conform to the requirements of this contract without the prior written
     consent of Motorola.  Motorola may present as a procedure for the reporting
     and approval of changes initiated by the Seller.

4.  NOTICES.  All notices required or permitted to be sent by either party
hereto shall be deemed sufficiently given if sent by prepaid certified mail to
the address shown on the first page of this contract for each party and to the
attention of the individual who executes this contract on behalf of the party to
whom the notice is sent.  All notices shall be deemed given when they are sent
by certified mail and deposited in the mail addressed in the aforesaid manner.
Either party may designate, in writing, a different manner of address for
notices under this contract.

5.  INSURANCE AND INDEMNIFICATION.  In the event the Seller, its employees,
agent, subcontractors, or lower-tier subcontractors enter premises occupied by
or under the control of Motorola in the performance of this contract, the Seller
agrees that it will be responsible to Motorola for, and indemnify and hold
harmless Motorola, its officers and employees, from any loss, cost, damage,
expense or liability by reason of property damage or personal injury of
whatsoever kind or character arising out of, as a result of, or in connection
with such performance occasioned by the negligence or other fault, act or
<PAGE>

omission, of the Seller, its employees, agents, subcontractors, or lower-tier
subcontractors and the Seller agrees that it and its subcontractors will
maintain public liability and property damage insurance in reasonable limits
covering the obligations set forth above and will maintain Worker's Compensation
Insurance covering all employees performing this contract on premises occupied
or under the control of Motorola provided, however, that the Seller may maintain
a self-insurance program in lieu of Worker's Compensation Insurance if
authorized and qualified to do so pursuant to statutory authority.  Seller shall
provide certificates of such insurance upon request.

6.  INSPECTION.

(a)  All services and supplies (which term throughout this article includes the
     Seller without limitation raw material, components, intermediate assemblies
     and end products) may be subject to inspection and test by Motorola, to the
     extent practicable at all reasonable times and places including the period
     of manufacture and, in any event, prior to final acceptance.

(b)  In case any supplies or lots of supplies are defective in material or
     workmanship or otherwise not in conformity with the requirements of this
     contract, Motorola shall have the right either to reject them (with or
     without instructions as to their disposition) or to require their
     correction.  Supplies or lots of supplies which have been rejected or
     required to be corrected shall be removed or, if permitted or required by
     Motorola, corrected in place by and at the expense of the Seller promptly
     after notice, and shall not thereafter be tendered for acceptance unless
     the former rejection or requirement for correction is disclosed.  If the
     Seller fails to promptly remove such supplies or lots of supplies which are
     required to be removed or promptly to replace or correct such supplies or
     lots of supplies, Motorola (i) may, by contract or otherwise, replace or
     correct such supplies and charge to the Seller the cost occasioned to
     Motorola, or (ii) may terminate this contract for default as provide din
     the article of this contract entitled "Default".  Unless the Seller
     corrects or replaces such supplies within the delivery schedule, Motorola
     may require the delivery of such supplies at a reduction in price which is
     equitable under the circumstances.  Failure to agree to such reduction in
     price shall be a dispute concerning a question of fact within the meaning
     of the article of this contract entitled "Disputes."

(c)  If any inspection or test is made by Motorola on the premises of the Seller
     without additional charge shall provide all reasonable facilities and
     assistance for the safety and convenience of inspectors in the performance
     of their duties.  If the Motorola inspection or test is made at a point
     other than the premises of the Seller, it shall be at the expense of
     Motorola except as otherwise provided in this contract, provided that, in
     case of rejection, Motorola shall not be liable for any reduction in value
     of samples used in such inspection or test.  All inspections and tests
     shall be performed in such a manner as not to unduly delay the work.
     Motorola reserves the right to charge to the Seller any additional cost of
     inspection or test when supplies are not ready at the time such inspection
     or test is requested by the Seller or when reinspection or retest is
     necessitated
<PAGE>

     by a prior rejection. Acceptance or rejection of the supplies shall be made
     as promptly as practicable after delivery except as otherwise provided in
     this contract, but failure to inspect and accept or reject supplies shall
     neither relieve the Seller from responsibility for such supplies as are not
     in accordance with the contract requirements nor impose liability to
     Motorola therefore.

(d)  The inspection and test by Motorola of any supplies or lots thereof does
     not relieve the Seller from any responsibility regarding defects or other
     failures to meet the contract requirements which may be discovered prior to
     acceptance.  Unless otherwise provided in this contract, acceptance shall
     be conclusive except with respect to latent defects, fraud, such gross
     mistakes amounting to fraud, and the Seller's warranty obligations.

(e)  The Seller shall provide and maintain a quality and inspection system
     acceptable to Motorola covering the supplies hereunder.  Records of all
     inspection work by the Seller shall be kept complete and available to
     Motorola during the performance of this contract and for such longer
     periods as may be specified in this contract.

(f)  Seller hereby certifies that all supplies in the quantities so called for
     on the face of this contract will conform with all requirements, drawings,
     and related documents referenced by or in this contract. The required test
     and inspection reports resulting from compliance with this contract will be
     maintained on file and be made available for review by Motorola's
     representative, at any reasonable time.

7.  TITLE AND RISK OF LOSS.

(a)  Unless this contract specifically provides for earlier passage of title,
     title to supplies covered by this contract shall pass to Motorola upon
     final acceptance by Motorola or the Government, regardless of when Motorola
     takes physical possession.

(b)  Unless this contract specifically provides otherwise, the transportation of
     supplies to be delivered by Seller to Motorola shall be F.O.B. destination
     and all risk of loss of or damage to the supplies covered by this contract
     shall remain with the Seller until final acceptance by Motorola or receipt
     of the supplies by Motorola at the destination specified in this contract,
     whichever is later.

(c)  If the contract specifies the transportation of supplies to be delivered by
     Seller to Motorola as F.O.B. origin (i.e. Seller's facility), all risk or
     loss of or damage to the supplies covered by this contract shall remain
     with the Seller until Seller delivers the supplies to an authorized carrier
     for shipment to Motorola.

(d)  Notwithstanding (b) and (c) above, risk of loss of or damage to supplies
     which fail to conform to the requirements of this contract as to give a
     right or rejection shall remain with Seller until cure by Seller or final
     acceptance by Motorola, whichever is later, at which time (b) or (c) above
     shall apply.
<PAGE>

8.  PAYMENTS.

(a)  Payment of the contract price or any portion thereof for supplies delivered
     or services rendered shall not constitute acceptance.  The Seller shall be
     paid, upon admission of property certified invoices or vouchers, the prices
     stipulated herein for supplies delivered or services rendered less
     deductions, if any, as herein provided.

(b)  If more than one article of this contract authorizes the temporary
     withholding of amounts otherwise payable to the Seller for supplies
     delivered or services performed, the total of the amounts so withheld at
     any one time shall not exceed the greatest amount which may be withheld
     under any one such article at that time, provided that this limitation
     shall not apply to (i) withholdings pursuant to any article relating to
     wages or hours of employees; (ii) withholdings not specifically provided
     for by this contract, and (iii) the recovery of overpayments.

(c)  It is understood that the efficient use by Motorola of the supplies called
     for hereunder require that the data called for by this contract be
     delivered not later than the time or respective times herein specified.  If
     such data is not delivered at said time or times, Motorola may at its
     election, so long as such data remains undelivered, unless the delay in
     delivery thereof arises out of causes beyond the control and without the
     fault or negligence of the Seller within the meaning of the article hereof
     entitled "Default," withhold payment to the Seller for any of the amounts
     then due, refuse approval of the Seller's vouchers and refuse to accept
     further delivers hereunder form the Seller or may take any other action
     authorized by law or regulation now or hereafter in effect including
     termination or this contract for default to the extent and in the manner
     authorized by the "Default" article of this contract and may take any or
     all of the foregoing actions separately or in combination.

(d)  The supplies shipped or work performed against this contract must not be
     invoiced at a higher price than that shown on this contract without
     Motorola's written consent.  No charges will be allowed or paid by Motorola
     for packing, crating, freight, cartage service charges or interest unless
     shown on the order.  If the price is omitted on the order, the price shall
     be the current market price but shall not exceed the price currently
     charged Seller's most favored customer.

9.  ASSIGNMENT.

(a)  No assignment or other transfer in whole or in part of this contract or of
     any monies due or to become due hereunder shall be binding upon Motorola
     without written consent thereto by Motorola.  Any claim, demand or request
     for payment under this contract shall be subject to setoff or recoupment
     for any present or future claims which Motorola or any of its affiliated
     companies may have against Seller of any of its affiliated companies.
<PAGE>

(b)  No contract shall be made by Seller with any other party for furnishing any
     of the completed or substantially completed supplies or services herein
     contracted or without the prior written approval of Motorola.

10.  RIGHTS AND USE OF TECHNICAL INFORMATION

(a)  Any specifications, drawings, reports, technical information or data
     furnished by Motorola to Seller hereunder shall remain Motorola's property
     shall be kept confidential and shall be returned at Motorola's request.
     Such documents shall be used in performing this contract and shall not be
     used for other purposes unless agreed to by Motorola in writing.
     Furthermore, patents embodied in designs, tools, patterns, drawings,
     information or equipment supplied by Motorola under this contract and all
     rights for the use and reproduction thereof are reserved by Motorola.

(b)  Unless otherwise agreed to in writing by Motorola, any information
     disclosed, in whatever form and regardless of any markings, to Motorola by
     the Seller in connection with this contract shall not be deemed to be
     confidential or proprietary information and shall be disclosed without any
     restrictions (other than a claim for patent infringement) as part of the
     consideration for this contract.

(c)  Motorola shall have the right to reproduce and use any and all information
     and technical data delivered hereunder.

(d)  In the event the Seller, prior to completion of the work hereunder develops
     (i) any improvement in the design of the supplies called for by this
     contract which is not incorporated in the supplies to be delivered
     hereunder, or (ii) any alternative or improved method of accomplishing the
     objectives of this contract which is not employed in the performance
     thereof, the Seller shall promptly give full information with respect
     thereto to Motorola.

11.  INDEMNITY.  Seller shall indemnify and hold harmless Motorola against and
from any liability, claims, obligations, losses, cost and expenses, including
attorney's fees (hereafter collectively refereed to in this provision as
"damages" resulting from any failure or alleged failure of Seller, or Seller's
lower-tier subcontractors to comply with any federal or state law, statute,
regulation, ruling, order or directive.

12.  PATENT INDEMNITY.  By acceptance of this contract, Seller agrees to
indemnify Motorola and its customers against all claims, judgments, decrees,
costs and expenses and attorney's fees incident to any infringement or to any
claimed infringement of any patent arising out of the use of sale by Motorola
and its customers of supplies covered by this contract, or the use thereof by
Motorola in the manufacture and sale of supplies, unless the supplies are solely
to Motorola design or formula.  Seller agrees that it will, upon request of
Motorola, and at Seller's own expense, defend or assist in the defense of any
action which may be brought against Motorola or its customers for such
infringement or claimed infringement.  Motorola agrees to notify Seller promptly
upon receipt of notice or information of such a suit.
<PAGE>

13.  COMMERCIAL ACQUISITION FOR GOVERNMENT CONTRACTS.  If this agreement is for
the procurement of commercial computer software for a U.S. Government contract,
then the licensor's standard license agreement may be used, except that for non-
Department of Defense Agency procurements FAR 52.227-19.  Commercial Computer
Software Restricted Rights (JUNE 1987) shall take precedence over any
inconsistent terms with the standard license agreement.

14.  TAXES.  Except as otherwise provided in this contract, the Seller
represents that the prices stated shall include any and all applicable
federal, state and local taxes which cannot be excluded by action of the Seller
or operation of law.  The Seller represents that the price stated excludes all
such taxes which can be excluded by action of the Seller or by action of law.
Any tax not so excluded shall be entered on invoices as a separate line item.

15.  DEFAULT.

(a)  Motorola may, subject to the previsions of paragraph (c) below, by written
     Notice of Default to the Seller terminate the whole or any part of this
     contract (i) if the Seller fails to make delivery of supplies or to perform
     the services within the time specified herein or any extension thereof; or
     (ii) if the Seller fails to perform any of the other provisions of this
     contract or so fails to make progress as to endanger performance of this
     contract in accordance with its terms, and if either of these two later
     circumstances does not cure such a failure within a period of 10 days, or
     such longer period as Motorola may authorize in writing, after receipt, of
     notice from Motorola specifying such failure.

(b)  In the event Motorola terminates this contract in whole or in part as
     provided in paragraph (a) of this article, Motorola may procure, upon such
     terms and such manner as Motorola may deem appropriate, supplies or
     services similar to those so terminated and the Seller shall be liable to
     Motorola for any excess cost for such similar supplies or services and or
     other damages.  The Seller shall continue the performance of this contract
     to the extent not terminated under the provisions of this article.

(c)  Except with respect to defaults of subcontractors, the Seller shall not be
     liable for any excess costs or other damages if any failure to perform
     arises out of causes beyond the control and without the fault or negligence
     of the Seller.  Such causes may include, but are not restricted to, acts of
     God or of the public enemy, acts of the Government in either its sovereign
     or contractual capacity, fires, flood, epidemics, quarantine, restrictions,
     strikes, freight embargoes, unusually severe weather, but in every case the
     failure to perform must be beyond the control and without the fault or
     negligence of the Seller.  If the failure to perform is caused by the
     default of a subcontractor and if such default arises out of causes beyond
     the control of both the Seller and subcontractor and without the fault or
     negligence of either of them, the Seller shall not be liable for any
<PAGE>

     excess costs or other damages for failure to perform unless the supplier or
     services to be furnished by the subcontractor were obtained from other
     sources in sufficient time to permit the Seller to meet the required
     delivery schedule. The term "subcontractor" as used in this clause means a
     subcontractor at any tier.

(d)  If this contract is terminated as provided in paragraph(a) of this article,
     Motorola, in addition to any other rights provided in this article, may
     require the Seller to transfer title and deliver to Motorola in the manner
     and to the extent directed by Motorola free and clear of all liens and
     claims, (i) any completed supplies and (ii) such partially completes
     supplies and materials, parts, tools, designs, fixtures, plans, drawings,
     information and contract rights (hereinafter call "manufacturing
     materials") as the Seller has specifically produced or specifically
     acquired for the performance of any part of this contract which has been
     terminated.  Seller shall protect and preserve property in possession of
     the Seller in which Motorola has an interest.  Payment for completed
     supplies delivered to and accepted by Motorola shall be at the contract
     price.  Payment for manufacturing materials delivered to and accepted by
     Motorola and for its protection and preservation of property shall be an
     amount agreed upon by the parties.  Failure to agree shall be a dispute
     concerning a question of fact within the meaning of the article of this
     contract entitled "Disputes."

(e)  If, after notice of termination of this contract under the provisions of
     paragraph (a) of this article, it is determined that the failure to perform
     is due to causes beyond the control and without the fault or negligence of
     the Seller or subcontractor pursuant to the provisions of paragraph(c) of
     this article, such Notice of Default shall be deemed to have been issued
     pursuant to the articles of this contract entitled "Termination" and the
     rights and obligations of the parties hereto shall in such an event be
     governed by that article.

(f)  The rights and remedies of Motorola provided in this article shall not be
     exclusive and are in addition to any other rights and remedies provided by
     law or under this contract.

(g)  Seller shall give written notice and explanation to Motorola within
     ten (10) days after the commencement thereof of any delay encountered
     in the performance of this contract.

16.  DISPUTES.  Except as otherwise specifically provided in this contract, all
disputes concerning questions of fact under this contract which are not promptly
disposed of by mutual agreement may be decided by recourse to any available,
legal or equitable remedy.  Pending decision of any disputes hereof, the Seller
shall diligently proceed with performance of this contract as directed by
Motorola.

<PAGE>

17.  STOP WORK ORDER.

(a)  Motorola may, at any time, by written order to the Seller, require the
     Seller to stop all, or any part, of the work called for by this contract
     for a period of up to 90 days after the order is delivered to the Seller,
     and for any further period to which the parties may agree.  Any such order
     shall be specifically identified as a Stop Work Order issued pursuant to
     this article.  Upon receipt of such an order, the Seller shall forthwith
     comply with its terms and take all reasonable steps to minimize the
     incurrence of costs allocable to the work covered by the order during the
     period of work stoppage.  Within a period of 30 days after a Stop Work
     Order is delivered to the Seller, or within any extension of that period to
     which the parties shall have agreed, Motorola shall either (i) cancel the
     Stop Work Order, or (ii) terminate the work covered by such order as
     provided in the "Default" or the "Termination" article of the contract.
     Only written notice by Motorola shall constitute cancellation of a Stop
     Work Order issued under this article.

(b)  If a Stop Work Order issued under this article is canceled or the period of
     the order or any extension thereof expires, the Seller shall resume work.
     An equitable adjustment shall be made in the delivery schedule or contract
     price, or both, and the contract shall be modified in writing accordingly,
     if (i) the Stop Work Order results in an increase in the time required for,
     or in the Seller's cost property allocable to, the performance of any part
     of the contract, and (ii) the Seller asserts a claim at any time prior to
     final payment under this contract.  Failure to agree to any adjustment
     shall be a dispute within the meaning of the "Disputes" article of this
     contract.

(c)  If a Stop Work Order is not canceled and the work covered by such order is
     terminated for reasons other than default, reasonable costs resulting from
     the Stop Work Order shall be allowed in arriving at the termination
     settlement.

(d)  If a Stop Work Order is not canceled and the work covered by such order is
     terminated for default, the reasonable costs resulting from the Stop Work
     Order shall be allowed by equitable adjustment or otherwise.

18. WARRANTY. Seller warrants that for a period of twelve (12) months after
final acceptance by Motorola, each article delivered hereunder, including all
components and materials included therein, will be free from defects in material
and workmanship, and will meet and comply with all requirements of samples,
drawings and specifications referred to or incorporated by reference herein. If
Seller is responsible for the design of the supplies, Seller further warrants
that the supplies will be free from defects in design. It is recognized and
understood by Seller that the supplies purchased hereunder are to be used with,
installed or incorporated into equipment or other supplies to be made by
Motorola and subsequently resold and that defects in the supplies purchased
hereunder may cause special damage to Motorola. Seller further warrants that any
services ordered hereunder will be done by careful, efficient and qualified
workers in the best and most workmanlike manner and that the services will
conform to the requirements hereof and to the highest standards applicable in
the field. The foregoing provisions shall survive acceptance, shall be construed
as conditions as well as warranties and shall extend equally to Motorola and its
customers.


<PAGE>

19.  PROPERTY AND TOOLING.

(a)  All materials, tooling, equipment or facilities (i) provided to Seller by
     Motorola on other than a charge basis; or (ii) furnished by Seller but
     specified in this contract to be retained for use and later delivered to
     Motorola, are hereby identified as "furnished property".  Title to
     furnished property provided to Seller shall at all times remain in
     Motorola.  Title to furnished property specified to be delivered to
     Motorola shall pass to Motorola upon its deliver to or completion of
     fabrication by Seller, as appropriate.  Seller assumes the risk of and
     shall be responsible for any and all loss and/or damage to furnished
     property except for reasonable wear and tear and except to the extent that
     such property is consumed in the performance of this contract or
     incorporated into supplies delivered hereunder.

(b)  In the manufacture of the supplies to be delivered under the contract,
     Seller agrees to use jigs, fixtures, dies, molds, patters and other devices
     and manufacturing aids (herein called "tooling") in all processes and
     otherwise to perform the work in a manner that will accomplish the maximum
     degree of interchangeability and uniformity of the end items to be
     delivered hereunder and their subassemblies or components.  Seller further
     agrees to establish, as part of its inspection procedure, a system for
     inspection of all tooling and end items, subassemblies, or components.
     Whenever any of the tooling becomes incorrect, worn, damaged, or defective
     to such an extent that interchangeability or uniformity of and items,
     subassemblies or components are adversely affected, as determined by
     Seller's inspectors or any Motorola inspectors at Seller's plant, the
     tooling will be removed from service and will no longer be used in the
     manufacture of end items, subassemblies or components for delivery under
     this contract.

(c)  Seller shall give Motorola written notice within ten (10) days after
     accomplishment of any changes in tooling or performance made because of
     this article.

20.  PACKING AND SHIPPING.

(a)  All delivered supplies shall be preserved, packaged, packed and marked in
     accordance with instructions or specifications referred to or incorporated
     by reference in this contract.  In the absence of such instructions or
     specifications, best commercial practice for domestic shipments shall
     apply, adequate (i) to assure safe arrival at destination; (ii) for storage
     and for protection against the elements and transportation; (iii) to comply
     with carrier regulations appropriate to the method of shipment used and
     (iv) to secure lowest transportation cost.

(b)  All shipments against this contract to be forwarded on one day via the same
     route must be consolidated.  A packing list, showing Motorola's contract
     number, contract item number and description of contents must be included
     in each package and a separate copy mailed to the address shown in (d)
     below on the date of shipment.
<PAGE>

(c)  Motorola's contract number must appear on all packages, boxes, bills of
     lading, invoices, correspondence and other documents pertaining to this
     contract.

(d)  At the time of delivery of any shipment of supplies to a carrier for
     transportation, the Seller shall give prepaid notice of shipment to
     Motorola at the address shown on the first page of this contract,
     Attention:  Purchasing, and to such persons or installations as may be
     designated by Motorola.

(e)  If Seller's deliveries fail to meet schedule, Seller at its expense will
     use that expedited method of shipment requested and specified by Motorola
     until all deficiencies are corrected and deliveries are on schedule.

21.  WAIVER.

(a)  Any failure or delay on the part of Motorola to exercise any right, power
     or privilege hereunder or to insist upon observance of performance by
     Seller of the provisions of this contract shall not be deemed a waiver
     thereof.  Payments of any sum by Motorola to Seller or receipt by Motorola
     of any products or work with knowledge of any default by Seller shall not
     be deemed a waiver of such default or any other or subsequent default.

(b)  No waiver shall be binding on Motorola unless it is in writing and designed
     by an authorized representative of Motorola.  Any such written waiver shall
     apply only to the specific default or to the instance specified.

(c)  The rights and remedies of Motorola hereunder shall be cumulative and are
     not exclusive of each other and my be exercised separately or concurrently
     as Motorola determines.

22.  PLANT VISITS.  During performance of this contract, authorized
representatives of Motorola shall have the right to visit Seller's facilities
involved in the performance hereunder at any time during normal business hours
to review, monitor, coordinate or expedite performance and to secure necessary
information for such purposes.  Such visits will be coordinated with Seller's
cognizant personnel to minimize any effect on Seller's normal operations.

23.  ADVERTISING AND PUBLICITY.  Seller shall not issue any advertising, news
releases, publicity or otherwise disclose any information about this contract
without Motorola's written consent, except as is required directly in connection
with performance of the work hereunder.
<PAGE>

24.  MATERIAL SAFETY DATE SHEETS.  All chemicals purchased under the terms and
conditions of this contract shall be accompanied with a Material Safety Data
Sheet, provided by the chemical contractor. All chemical contractors certify by
acceptance of this contract that chemicals purchased are on the Toxic Substances
Control Act, 15 U.S.C. Section 2601, et seq. Chemical inventory, or are subject
to an exemption and that such exemption is specified in the Material Safety Data
Sheet.

25.  OZONE DEPLETING SUBSTANCES.  The Seller of any material purchased under
this contract is certifying by acceptance of this contract that either the
material is not manufactured with any substance that harms public health and
environment by destroying ozone in the upper atmosphere or, if the material was
manufactured with ozone destroying substances, the manufacturer/supplier
certifies that the material is labeled according to the Clean Air Act Amendments
of 1990 Public Law 101-549 Section 611(d)(2) or any alternative labeling that
the Environmental Protection Agency has determined acceptable.

26.  RADIOLOGICAL HEALTH.  In accordance with Title 21, Code of Federal
Regulations (CFR), Chapter 1, Subchapter J, RADIOLOGICAL HEALTH, all suppliers
of electronic products are required to certify that such electronic products
conform to all applicable radiation safety certification requirements specified
therein.  Unless Seller obtains an exception therefrom and furnishes a written
confirmation of such exemption to Motorola, Seller agrees to comply with such
applicable certification requirements on all electronic products furnished to
Motorola under this contract and require similar certification compliance from
any of its subcontractors of electronic products where such products will be
delivered to Motorola, or its customers, as an end item or component thereof
under this contract.  Seller agrees to provide evidence of certification, upon
request, for itself and its subcontractors.  Seller further agrees to indemnify
and hold Motorola and its customers harmless from any claim, suit, loss,
cost, damage, expense including attorneys' fees, or liability arising out of, as
a result of, or in connection with Seller's (or its subcontractor's) failure to
so certify or comply with the applicable requirements as specified above.

27.  MOTOROLA ACCESS.  For the purpose of observing the status and quality of
Seller's performance of work, Seller shall afford a limited number of employees
of Motorola and employees of any customer of Motorola, and their designees as
approved by Seller, subject to the Article herein entitled "EXPORT CONTROL",
access to all contract activities including design reviews, systems and
subsystems testing, program management reviews, test reviews and failure reviews
at the Seller's facilities on a noninterference basis.  Seller's approval of any
designee requested by Motorola or Motorola's customer shall not be unreasonably
withheld; provided, however, that such approval may be withheld and Seller has
reasonable concerns as to the protection of its proprietary information or
potential injury to its competitive market position(s).

28.  EXPORT CONTROL.  Seller shall not export, directly or indirectly, any
information or technical data disclosed under this contract to any individual or
country for which the
<PAGE>

U.S. Government, at the time of export, requires an export license or other
governmental approval, without first obtaining such license or approval. Seller
shall indemnify and hold Motorola harmless for all claims, demands, damages,
costs, fines, penalties, attorney's fees and other expenses arising from
Seller's failure to comply with this clause.

29.  TERMINATION.  Motorola may terminate all or any part of this contract at
any time by written or telegraphic notice to Seller, specifying the extent to
which the contract is terminated and the date upon which such termination
becomes effective.  Motorola will pay Seller's cost, property allocable to the
termination together with reasonable profit on any work performed prior to
the effective date of termination.  IN NO EVENT SHALL MOTOROLA BE LIABLE FOR
LOST OR ANTICPATED PROFIT, OR UNABSORBED INDIRECT COSTS OR OVERHEAD, NOR SHALL
MOTOROLA'S TOTAL LIABILITY FOR SUCH TERMINATION EXCEED THE UNNPAID BALANCE OF
THE CONTRACT PRICE.

30.  ENTIRE AGREEMENT.  This contract document manifests integration of the
entire agreement of the parties hereto and shall supersede all correspondence,
offers, negotiations, and agreements pertaining to the subject matter whether
prior to or contemporaneous with this contract.  Any work done under any
previous Letter Contract, Purchase Order or Notice of Award relating to the
subject matter of this contract shall be considered work done under this
contract.

31.  GOVERNING LAW.  It is mutually understood and agreed that this contract
shall be governed by the laws of the State of Arizona, except for its conflict
of law rules, both as to interpretation and performance.  Venue for any
dispute arising hereunder shall be in Arizona.

32.  SOCIO-ECONOMIC COMPLIANCE CLAUSES.  The Seller shall comply with the
following:

(a)  Equal Employment Opportunity and Affirmative Action.  This order
     incorporated by reference:  (a) all provisions of 41 C.F.R. 60-1.4 and 60-
     2, as implemented by Federal Acquisition Regulation (FAR) 52.222-26(b)(1)-
     (11), pertaining to the Equal Opportunity clause; (b) all provisions of 41
     C.F.R. 60-250, as implemented by FAR 52.222-35 and FAR 52.222-37,
     pertaining to employment reports and affirmative action for disabled
     veterans and veterans of the Vietnam Era; and (c) all provisions of 41
     C.F.R. 60-741, as implemented by FAR 52.222-36, pertaining to affirmative
     action for handicapped/disabled workers.

(b)  EEO-1 Representation.  Seller represents that it has submitted Standard
     Form 100 (EEO-1) compliance reports as required by 41 C.F.R. 60-1.7, as
     implemented by FAR 52.222-22.

(c)  Certification of Nonsegregated Facilities.  Seller certifies that, in
     compliance with 41 C.F.R. 60-1.8, as implemented by FAR 52.222.-21, it does
     not and
<PAGE>

     will not maintain or provide for its employees any segregated facilities at
     any of its establishments, and that it does not and will not permit its
     employees to perform their services at any location under its control where
     segregated facilities are maintained. Seller agrees that breach of this
     certification is in violation of the Equal Opportunity clause incorporated
     herein. Seller further agrees that it will either: (a) obtain
     certifications of nonsegregated facilities from proposes subcontractors for
     specific time periods; or (b) obtain certifications of nonsegregated
     facilities from proposed subcontractors before the award of any
     subcontracts subject to the Equal Opportunity clause, will retain such
     certifications in its files and will forward the Notice set forth in FAR
     52.222-21 to proposed subcontractors.

33.  YEAR 2000 COMPLIANCE.  The Seller expressly guarantees and warrants that
the software and/or hardware it is providing under this contract/subcontract is
Year 2000 Complaint.  Year 2000 Compliant means that the software and/or
hardware accurately processes date/time data (including, but not limited to,
calculating, comparing, and sequencing) from, into and between the twentieth
and twenty-first centuries and the years 1999 and 2000 and leap year
calculations.  Furthermore, Year 2000 compliant technology, when used in
combination with other information technology shall accurately process date/time
date if the other information technology properly exchanges date/time data with
it.  The software design to ensure Year 2000 compatibility shall include, but
not be limited to, date, date century recognition, and calculations that
accommodate same century and multi-century formulas and date values and
date data interface values that reflect the century.

34.  DISCONTINUANCE OF PRODUCT.  Should Seller decide to discontinue manufacture
of the product(s) purchased by Motorola under the purchase order, Seller (1)
shall provide written notice to Motorola of the intended product discontinuance;
and (2) shall provide Motorola a minimum of twelve (12) months from the written
notification date to allow Motorola to place the "lifetime buy" purchase orders
for the product(s) at a unit price to be negotiated, but in no event higher than
the unit price provided in this purchase order.  IN the event one or multiple
"lifetime buy" purchase orders are made during such twelve (12) month period,
Seller shall deliver the purchased product(s) to Motorola no later than six (6)
months after the end of the "lifetime buy" period.  Seller's obligation under
this clause shall extend for five (5) years beyond the date of issue of this
purchase order, irrespective of whether their purchase order is closed within
the five (5) year period.

35.  SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS

(a)  Commercial Item, as used in this clause, has the meaning contained in the
     clause at FAR 62.202-1, Definitions.  Subcontract, as used in this clause
     includes a transfer of commercial items between divisions, subsidiaries or
     affiliates of the Contractor or subcontractor (Seller) at any tier.
<PAGE>

(b)  To the maximum extent practicable, the Seller shall incorporate and require
     its subcontractors at all tiers to incorporate, commercial items or
     nondevelopmental items as components of items to be supplied under this
     purchase order.

(c)  Notwithstanding any other clause of this purchase order, the Seller is not
     required to include any FAR provision or clause, other than those listed
     below to the extent they are applicable and as may be required to establish
     the reasonableness of prices under FAR Part 13, in a purchase order at any
     tier for commercial items or commercial components. (1) 52.222-24 Equal
     Opportunity (E.O. 11246); (2) 52.222-36 Affirmative Action for Special
     Disabled and Vietnam Era Veterans (38 U.S.C. 4212(e)); (3) 52.222-3C
     Affirmative Action for Handicapped Workers (29 U.S.C. 793).

(d)  The Seller shall include the terms of this clause, including this paragraph
     (d), in purchase orders awarded under this purchase order.

36.  NEW MATERIAL.  Unless the Purchase Order specifies otherwise, Seller
represents that the materials (including, but not limited to raw materials,
parts, items, components, supplies and end products) delivered to Motorola under
this Purchase Order are new.  New, as used in this clause, means previously
unused and composed of previously unused materials.  If the Seller believes that
furnishing other than new materials will be in Motorola's interest, Seller shall
notify Motorola in writing and request authorization to use such materials.

37.  ASSIGNMENT.

(a)  No assignment or other transfer in whole or in part of this contract or of
     any monies due or to become due hereunder shall be binding upon Motorola
     without written consent thereto by Motorola.  Any claim, demand or request
     for payment under this contract shall be subject to setoff or recoupment
     for any present or future claims which Motorola or any of its affiliated
     companies may have against Seller or any of its affiliated companies.

(b)  No contract shall be made by Seller with any other party for furnishing any
     of the completed or partially completed supplies or services herein
     contracted for without the prior written approval of Motorola.