<PAGE>

                                                                  Exhibit 10.1


                               PURCHASE AGREEMENT
                                ALTIUM TECHNOLOGY



JULY 30, 1998

REMEC INC.
9404 CHESAPEAKE DRIVE
SAN DIEGO, CA. 92123

ATTN.:   MR. ERROL EKAIREB
         PRESIDENT AND CHIEF OPERATING OFFICER

         MR. JON OPALSKI
         PRESIDENT, REMEC WIRELESS


Gentlemen:

This memo serves to document the requirements and agreements between Digital 
Microwave Corporation (DMC) and REMEC Inc. (REMEC).

The parties hereby agree that upon execution of this Agreement, the following 
terms and conditions shall supersede any previously negotiated terms and 
conditions and shall take precedence over any other document during the 
period of this agreement. The parties also agree that this Agreement will 
apply only to the "Altium" Products as provided in the attached Exhibit D. 
This Agreement shall automatically be reviewed each year for the purpose of 
marketing and forecast analysis.

1.    Upon REMEC's acceptance of this letter by signing and returning one copy
      to DMC, REMEC is directed to proceed at once to commence activities per
      the Statement of Work described in Exhibit A. DMC is requesting REMEC to
      assemble [*] ([*]) protected [*] GHz Beta units and manufacture full
      production [*] GHz Out-Door Units per technical documentation provided by
      DMC. In addition to the work related to the [*] GHz ODU assembly and
      associated sub-assemblies, this agreement also serves to cover design,
      development, and production of other frequency bands defined in Exhibit C.
      DMC recognizes that this effort will require STE (special test equipment)
      cost, as detailed in Exhibit A. STE is defined as application specific
      interface fixtures and software. The costs detailed in Exhibit A are for
      each frequency band and each module except where a module is a common
      subassembly for all bands. The STE costs will be amortized over the
      initial [*] units. DMC will retain title of all STE listed in Exhibit A.
      If additional STE is required for growth in volume REMEC will make the
      appropriate investment. DMC holds the right to purchase the additional
      STE. Additional bands will be funded by DMC per the schedule for each band
      as outlined in Exhibit C.

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2.    Beta unit delivery is critical to the overall Altium program. All material
      for the [*] GHz beta phase has been procured by DMC and provided to REMEC
      to build the [*] [*] GHz beta units. REMEC will assemble the beta units
      using the supplied material at a cost of $[*] each.

3.    Per this agreement DMC is requesting REMEC to begin full design and
      development of the additional frequency bands as defined in Exhibit C.
      REMEC is to follow general architecture and topologies as established with
      the [*] GHz Altium product on all new product designs as well as design
      for performance documentation provided by DMC. REMEC will design and
      develop internal sub-assemblies (modules) and will incorporate a common
      electronic and mechanical interface to allow a second source to be
      qualified on all internal modules. If REMEC is unable or unwilling to
      provide the product in the volume required by DMC, REMEC with DMC support,
      will provide full documentation and license agreements for each product
      developed by REMEC to allow DMC to develop a build to print second source
      supplier. Second source suppliers shall be deemed non-competitors of REMEC
      to allow protection of REMEC proprietary technology to be used in product
      design. DMC is to provide all supporting documentation for the [*] and [*]
      GHz designs so that REMEC may implement cost reduction or yield
      improvements for each product as required.

4.    REMEC shall be responsible for material procurement on all alpha and beta
      units beyond the [*] GHz group. DMC shall pay for any excess material in
      the event of a DMC requested design change on product implemented after
      the start of fabrication or assembly, which render the assemblies scrap
      including effected production material. Alpha and Beta ODU's shall be
      submitted to DMC per the schedule as outlined in Exhibit C. REMEC will
      provide a compliance matrix document within (60) sixty days of receiving
      DMC ODU functional requirement documents (PSD) for those products to be
      designed by REMEC. REMEC will conduct a design review meeting at the
      completion of the alpha phase. This meeting shall provide full performance
      data per the latest revision of the DMC ODU PSD for each alpha unit. If
      REMEC can not meet product yield, or forecasted costs with DMC provided
      designs or specifications, REMEC shall call for a meeting and present to
      DMC a plan and cost to achieve satisfactory yields and costs. If the REMEC
      plan is unacceptable to DMC REMEC reserves the right to cancel production
      of these products from the purchase order.

5.    The termination liability schedule ( Exhibit E) applies to this contract.
      REMEC may not expend or commit a sum greater than that indicated by the
      established review points until approved by DMC.

6.    REMEC shall be paid for performance of the work hereunder upon delivery of
      product as set forth in Exhibit A, attached hereto, DMC may terminate the
      Work for just cause on a ([*]) day written notice and REMEC shall
      immediately stop performance of the Work and not incur further charges.
      DMC shall make any payment due to REMEC for Work performed and material
      expenses REMEC incurred or committed to its vendors for completion of the
      Altium program up until the time of termination in an amount commensurate
      with the actual Work performed for a particular milestone. REMEC will
      initiate a product review meeting if the [*] GHz DMC design fails to meet
      standards for product yield, cost, or labor time values.


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<PAGE>

7.    Digital Microwave Corporation will issue a fixed price purchase order in
      the amount of $[*] for approximately [*] ([*]) Out Door Units or
      approximately [*] transceiver units assuming a [*]/[*] mix of protected
      and unprotected product. Price per unit is given in Exhibit D. This
      product is expected to be delivered over a [*] year period. The [*] GHz
      beta units shall be delivered per the schedule in Exhibit C. Both parties
      acknowledge that such contract must be accepted by both DMC and REMEC. No
      such acceptance is implied by this letter of agreement. All sales are
      subject to the DMC terms and conditions as noted in Exhibit B. Any further
      changes by DMC to the design, specification, or test requirements which
      impact material cost or labor time standards shall initiate discussion to
      re-negotiate the unit price.

8.    Standard Terms and Conditions of Purchase set forth is [*], any reference
      in said terms and Conditions of Purchase to adjustment in prices or
      delivery schedule shall be inapplicable and no changes to this letter
      shall be deemed to increase REMEC's authorization to expend funds and to
      make commitments hereunder unless expressly so stated in any such change.

9.    The purchase order shall include the Terms and Conditions of Purchase set
      forth in Exhibit B, and the delivery schedule, prices and any additional
      provisions that the parties agree upon.

10.   In the event of termination of this agreement, per paragraphs 4 or 6
      above, DMC shall pay REMEC for all Work performed up to the date of notice
      of such termination on a time and material basis (including overhead and
      G&A at a reasonable and customary rate), REMEC shall submit all financial
      data required for DMC to verify charges. REMEC acknowledges that in no
      event shall DMC be responsible to REMEC for any payments in excess of the
      termination liability amounts set forth in Exhibit E. Upon such payment,
      REMEC shall turn over to DMC all Work performed by REMEC up to the date of
      termination. All Work prepared under this agreement shall be deemed a
      "work made for hire" under the United States copyright laws. In the event
      that, notwithstanding the foregoing, title to and ownership of the Work
      initially vests in REMEC, REMEC agrees to execute, at DMC's request, all
      documents that are necessary to transfer and assign all such title and
      ownership of the Work to DMC, except work that is not unique to Altium.
      REMEC ownership includes, but is not limited to: filters, modules and
      circuits REMEC developed either for Altium application or other
      applications, and associated process drawings which are not specified in
      DMC's PSD. REMEC is entitled to own all rights and such designs.

11.   This Agreement is to be considered confidential. Neither party shall
      disclose either the existence, the terms or conditions, or the subject
      matter of this Agreement without the prior written consent of the other
      party.

12.   Neither party shall use the other party's name in any publicity or use the
      other party's name in any notice to any third party without the prior
      written consent of the other party, such consent not to be unreasonably
      withheld.


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<PAGE>

13.   Both parties warrant that Work to be performed under this agreement letter
      shall be performed in a professional manner by qualified personnel. DMC
      and REMEC agree that the full cooperation of both companies is necessary
      to enable the Work to meet its scheduled timetable.

14.   Should market changes not support the conditions of this agreement DMC
      reserves the right to terminate this contract for convenience by written
      notification whereupon REMEC shall immediately stop all relevant work. In
      the event of termination for convenience DMC shall be financially
      responsible for materials covering the [*]-day purchase release for
      finished product, WIP for the [*] month release, [*] month product
      forecast and long lead material. DMC will also pay the difference in unit
      price for the lower volume sold based on a [*]% CRC per Exhibit D.



Please signify your concurrence with this agreement by signing in the space
provided below and returning the signed original to me.

Regards,

/s/ Gary G. Lopes

Accepted this 30th day of July 1998

DIGITAL MICROWAVE CORPORATION                 REMEC INC.
------------------------------                --------------

By: /s/ Sam Smookler                             By: /s/ Errol Ekaireb
   -------------------------------                  ------------------------

Title: President and                             Title: President and
       Chief Operating Officer                          Chief Operating Officer
----------------------------------               -------------------------------

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<PAGE>

                                  EXHIBIT A
                             STATEMENT OF WORK


DMC and REMEC shall participate in a joint effort to design and develop the 
Altium ODU assembly for various frequency bands with the intention of REMEC 
being an ODU manufacturer. The top level ODU design, as well as several key 
modules (IF Module and Synthesizer Module) will be designed by DMC with 
REMEC's participation to ensure manufacturabilty to REMEC 
design/manufacturing standards. Other modules and frequency bands will be 
specified by DMC and wholly designed and developed by REMEC. After 
development of the [*] and [*] GHz product, REMEC will assume full 
responsibility for design and development of all applicable modules.


DESIGN PHASE

The following are key tasks and responsibilities of this statement of work 
for development of ODU's for [*], [*] and [*] GHz bands. [*] and [*] GHz 
development will be joint development efforts.

     [*]



ALPHA PHASE

DMC and REMEC shall participate in a joint effort to develop the design into 
prototype modules and ODU assemblies for various frequency bands. The major 
tasks and responsibilities are:

     [*]


ALPHA PHASE DELIVERABLES

[*] Alpha ODU units for each frequency band of development per the delivery 
schedule defined in Exhibit C. Each unit shall meet the electrical 
performance requirements per the frequency appropriate DMC supplied PSD.




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<PAGE>

BETA PHASE

DMC and REMEC shall participate in a joint effort to develop the prototype 
design into pre-production ODU assemblies for various frequency bands. The 
major tasks and responsibilities are:

     [*]

     Pricing is as defined in Exhibit D

BETA PHASE DELIVERABLES

     QTY   Type and description
     --------------------------
     [*]   [*]   [*] GHz ODU, Protected, built and tested per DMC PSD

     [*]   [*]   [*] GHz ODU, Protected, built and tested per DMC PSD

     [*]   [*]   [*] GHz ODU, Protected, built and tested per DMC PSD

     [*]   [*]   [*] GHz ODU, Protected, built and tested per DMC PSD

     [*]   [*]   [*] GHz ODU, Protected, built and tested per DMC PSD




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<PAGE>

PRODUCTION DELIVERABLES
-----------------------
Approximately [*] total complete and tested Out Door Units per DMC documentation
and released production order. Product mix will be both protected and
unprotected configurations in the [*], [*], [*], [*], or [*] GHz bands and set
per purchase order releases. Initial volume build is expected to be for [*] GHz
units. STE charges will be amortized over the initial quantity of [*] units as
noted in Exhibit D.

PRODUCT FORECAST
----------------
It is agreed that DMC will provide REMEC, on a monthly basis, [*] ([*]) day firm
purchase release, [*] ([*]) months Product forecasts and [*] ([*]) months
rolling forecasts for long lead time items. This section, as appropriate, may be
modified in an addendum to reflect specific Product requirements. STE COSTS The
anticipated Total STE cost : 

<TABLE>
<CAPTION>

BAND                        COST
-----------------------------------
<S>                 <C>
[*] GHz             $[*]
[*] GHz             $[*]
[*] GHz             $[*]
[*] GHz             $[*]
[*] GHz             $[*]
------------------------
TOTAL               $[*]

</TABLE>

MATERIAL PROCUREMENT
--------------------
REMEC is authorized to purchase materials using standard purchasing practices
including, but not limited to, acquisition of material recognizing Economic
Order Quantities, ABC buy policy and long lead time component management in
order to meet the Purchase Order requirements of DMC. DMC recognizes its
financial responsibility and assumes liability for materials covering the
[*]-day purchase release for finished product, WIP for the [*] month
release, [*] month product forecast and long lead material. This production
forecast shall supercede those requirements in Exhibit E. The [*] GHz long lead
time item list (Exhibit F) will be reviewed quarterly. The long lead item list
for [*] GHz will be added as it becomes available. DMC agrees to provide REMEC
releases against the open purchase order with ODU configuration and frequency
requirements a minimum of [*] ([*]) days in advance of Delivery (or as otherwise
provided by an addendum) and shall become effective upon acceptance of the order
by REMEC within [*] ([*]) days of receipt of said release.



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<PAGE>


                                  EXHIBIT  B:

TERMS AND CONDITIONS OF PURCHASE

Alpha, payment will be [*] per set price.
Beta, payment will be [*] per set price.
Production, payment will be [*] per set price.

1.        INVOICES.  Payment of invoices shall not constitute acceptance of the
     product and shall be subject to adjustment for errors, shortages, defects
     in the product or other failure of Seller to meet the requirements of the
     order.  Buyer may at any time set off any amount owed by Buyer to Seller
     against any amount owed by Seller.

2.        TAXES.  Unless otherwise specified, the prices set forth in this order
     include all applicable federal, state, and local taxes.  All such taxes
     shall be stated separately on Seller's invoice.

3.        OVERSHIPMENTS.  Buyer will pay only for maximum quantities ordered. 
     Overshipments will be held at Seller's risk and expense for a reasonable
     time awaiting shipping instructions.  Return shipping charges for excess
     quantities will be at Seller's expense.

4.        PACKING AND SHIPPING.  Unless otherwise specified, all products shall
     be packed, packaged, marked and otherwise prepared for shipment in a manner
     which is:  (i) in accordance with good commercial practice, (ii) acceptable
     to common carriers for shipment at the lowest rate for the particular
     product and in accordance with all governmental regulations and (iii)
     adequate to insure safe arrival of the product at the named destination and
     for storage and protection against weather.  An itemized packing sheet must
     accompany each shipment unless otherwise specified.

5.        F.O.B. POINT.  Unless otherwise specifically provided on the face of
     the purchase order, the product called for hereunder shall be delivered on
     Ex Works (Incoterms 1990) Sellers facility freight collect.

6.        RESPONSIBILITY FOR SUPPLIES. Title passes to Buyer and Buyer assumes
     risk of loss upon delivery to the carrier at the Sellers facility.

7.        WARRANTY.  Seller warrants that all supplies delivered hereunder shall
     be free from defects in workmanship, material other than material furnished
     by Buyer, and manufacture; shall comply with the requirements of this
     contract, including any drawings or specifications incorporated herein or
     samples furnished by Seller; and, where design is Seller's responsibility,
     be free from defects in design.  The foregoing warranties shall constitute
     conditions and are in lieu of all other warranties, whether expressed or
     implied, and shall survive delivery, inspection, acceptance and payment. 
     If any products delivered hereunder do not meet the warranties specified
     herein or otherwise applicable, Buyer may at its election require the
     Seller to promptly correct, at no cost to Buyer, any defective or
     nonconforming products by repair or replacement, at Seller's facility for a
     period of [*] ([*]) months from delivery.  The foregoing remedies shall be
     deemed to be exclusive,



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<PAGE>

     and in no event shall Seller be liable to Buyer for incidental or
     consequential damages.  The provisions of this clause shall not limit or
     effect the rights of Buyer under the clause hereof entitled Inspection.

8.        INSPECTION.  All products purchased hereunder shall be subject to
     inspection and test by Buyer to the extent practicable at all times and
     places during and after the period of manufacture and in any event prior to
     final acceptance.  In case any product is defective in material or
     workmanship, or otherwise not in conformity with the requirements of this
     order, Buyer shall have the right to reject it,  and require its correction
     or replacement.  Any product which has been rejected or required to be
     corrected shall be replaced or corrected by and at the expense of the
     Seller promptly after notice.  If, after being requested by Buyer, the
     Seller fails to replace or correct any defective product within a
     reasonable time of the delivery schedule Buyer may with appropriate notice
     terminate this order for default in accordance with the clause herein
     entitled "Termination for Default". Notwithstanding any prior inspection or
     payment hereunder, all products shall also be subject to final inspection
     and acceptance at Buyer's plant within a reasonable time after delivery.

9.        CHANGES IN PROCESS OR METHOD OF MANUFACTURING.   Seller will notify
     buyer of any significant changes in the process or method of manufacture
     during the term of this purchase order that affect form, fit or function
     when such changes are implemented by seller, allowing buyer to evaluate
     them in a parallel process.  Comments to such changes must be returned to
     seller within [*] working days.  If buyer determines within [*] working
     days the proposed changes may have a significant impact to the performance
     required by DMC's specifications, Buyer may request for an additional [*]
     working days for further evaluation. Seller agrees that should the change
     prove to compromise performance, quality or reliability as defined in the
     specification, Seller will be financially responsible for product
     manufactured during this [*] day period.

10.       CHANGES.  The Buyer may at any time by written order, and without
     notice to sureties or assignees, suspend performance hereunder, increase or
     decrease the ordered quantity or make changes in the applicable drawings,
     designs or specification, the method of shipment or packing, and/or place
     of delivery.  If any such change causes an increase or decrease in the cost
     of or the time required for performance of this order, an equitable
     adjustment shall be made in the order price or delivery schedule or both,
     and the order shall be modified in writing accordingly.  However, nothing
     in this clause shall excuse Seller from proceeding with the order as
     changed or amended.

11.       TERMINATION FOR DEFAULT.  It is understood and agreed that time is of
     the essence under this order or any extension thereof effected by any
     change order.  Buyer may by written notice terminate this order in whole or
     in part if the Seller fails (i) to make delivery of the product or to
     perform the service within a reasonable time of the time specified herein,
     or (ii) to replace or correct defective products in accordance with the
     provision of those clauses hereof entitled "Warranty" and "Inspection" or,
     (iii) to perform any of the provisions of this order or to so fail to make
     progress as to endanger performance in accordance with the terms hereof,
     including delivery schedules, or (iv) if Seller becomes insolvent, admits
     in writing its inability to pay its debts as they mature, files a voluntary
     petition to bankruptcy, makes an assignment for the benefit of creditors or
     if a petition under bankruptcy is filed against it.



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<PAGE>

12.       PATENT INDEMNITY.  Seller represents and warrants that (i) it has the
     right to disclose or use, without liability to others, all subject matter,
     including ideas, inventions, creations, works, processes, designs and
     methods that Seller will disclose or use in its performance of this order;
     (ii) the products, and Buyer's use thereof, do not and will not infringe
     any patent, copyright, trade secret, mask work right, or other proprietary
     right of others; and (iii) in connection with its performance under this
     order, Seller will not infringe any patent, copyright, trade secret, mask
     work right, or any other proprietary right of any third party.  Seller will
     indemnify, hold harmless, and at Buyer's request defend Buyer from and
     against any loss, cost, liability or expense (including court costs and
     reasonable fees of attorneys and other professionals) arising out of or
     resulting from any breach or claimed breach of the above representations
     and warranties.  In the event of any such claim, Buyer agrees (i) to notify
     Seller of the claim, (ii) if Buyer has not requested that Seller defend the
     claim, to permit Seller, at Seller's expense, to participate in the defense
     thereof with counsel of Seller's choosing, subject to Buyer's supervision
     and control, and (iii) if Buyer has requested that Seller defend the claim,
     to provide Seller with all needed information, assistance and authority
     necessary for Seller to do so.  If the use by Buyer of any of the products
     purchased under this Agreement is enjoined, or in Buyer's opinion is likely
     to be enjoined, at Buyer's request and option, and without prejudice to
     Buyer's rights and remedies, Seller at its expense will procure from the
     person or persons claiming or likely to claim infringement, a license for
     Buyer and its customers to continue to use such products, or modify the
     allegedly infringing order to avoid the infringement, without materially
     impairing performance or compliance with Buyer's specifications or this
     order.  Buyer represents and warrants that (i) it has the right to disclose
     or use, without liability to others, all subject matter, including ideas,
     inventions, creations, works, processes, designs and methods that Buyer
     will disclose or use in its performance of this order; (ii) the products,
     and Seller's use thereof, do not and will not infringe any patent,
     copyright, trade secret, mask work right, or other proprietary right of
     others; and (iii) in connection with its performance under this order,
     Buyer will not infringe any patent, copyright, trade secret, mask work
     right, or any other proprietary right of any third party.  Buyer will
     indemnify, hold harmless, and at Seller's request defend Seller from and
     against any loss, cost, liability or expense (including court costs and
     reasonable fees of attorneys and other professionals) arising out of or
     resulting from any breach or claimed breach of the above representations
     and warranties.  In the event of any such claim, Seller agrees (i) to
     notify buyer of the claim, (ii) if Seller has not requested that Buyer
     defend the claim, to permit Buyer , at Seller's expense, to participate in
     the defense thereof with counsel of Buyer's choosing, subject to Seller's
     supervision and control, and (iii) if Seller has requested that Buyer
     defend the claim, to provide Buyer with all needed information, assistance
     and authority necessary for Seller to do so.

13.       COMPLIANCE WITH LAWS.  The Seller warrants that no law, rule or
     ordinance of the United States, a State or any other governmental agency
     has been violated in the manufacture or sale of the products or in the
     performance of services covered by this order, and will defend and hold
     Buyer harmless from loss, cost or damage as a result of any such actual or
     alleged violation.  Upon written request by Buyer, Seller agrees to execute
     and furnish a certification of compliance, which may be on Buyer's form and
     which shall certify compliance with any applicable Federal, State and or
     Local Laws or Regulations, including but not limited to FLSA, EEOC, and
     OSHA.


                                     10

<PAGE>

14.       ASSIGNMENT AND SUBCONTRACTORS.  No right or obligation under this
     purchase order including the right to receive monies due hereunder) shall
     be assigned by Seller, and Seller shall not enter into any substantial
     subcontracts without the prior written consent of Buyer.  Any purported
     assignment without such consent shall be null and void and Buyer shall not
     be obligated to recognize any claim from Seller resulting from a
     subcontract, not previously consented to by Buyer.

15        SPECIAL TOOLING.  If special tooling used in the performance of this
     purchase order has been charged to this order, or to this order and other
     orders placed by the Buyer, title to such special tooling shall vest in the
     Buyer, at the option of the Buyer.  Such tooling is to be used only in the
     performance of such Purchase Orders unless otherwise approved by Buyer. 
     The Seller agrees that it will follow normal industrial practice in the
     identification and maintenance of property control records on all such
     tooling, and will make such records available for inspection by the Buyer
     at all reasonable times.  After the termination or completion of such
     Order(s) and upon the request of the Buyer, the Seller shall furnish a list
     of such tooling in the form requested and shall make such tooling available
     for disposition by the Buyer.

16        APPLICABLE LAW.  This purchase order shall be governed by and enforced
     in accordance with California law as applied to contracts entered into in
     California by California residents to be performed entirely within the
     State of California.

17.       EXCUSABLE DELAYS.  The Seller shall be liable for default unless
     nonperformance is caused by an occurrence beyond the reasonable control of
     the Seller and without its fault or negligence such as, acts of God or the
     public enemy, acts of the Government in either its sovereign or contractual
     capacity, fires, floods, epidemics, quarantine restrictions, strikes,
     unusually severe weather, and delays of common carriers.  The Seller shall
     notify the Buyer in writing as soon as it is reasonably possible after the
     commencement of any excusable delay, setting forth the full particulars in
     connection therewith, shall remedy such occurrence with all reasonable
     dispatch, and shall promptly give written notice to the Buyer of the
     cessation of such occurrence.

18.       DISPUTES.  The parties shall attempt to resolve all disputes and
     disagreements arising under or relating to this Agreement through
     negotiation.  If the parties are not able to reach a resolution after
     reasonable, good faith efforts, the matter (excluding claims under Article
     13, Patent Indemnity) shall be referred to mediation, before and as a
     condition precedent to the initiation of any adjudicative action or
     proceeding.  In the event that such dispute or disagreement is not resolved
     through mediation, then it shall be submitted to  arbitration upon the
     request of one party after the service of that request on the other party.
     Pending resolution of any such dispute, Seller shall diligently perform all
     work called for by this Agreement.



                                      11


<PAGE>


                                   EXHIBIT C:
                            SCHEDULE FOR DEVELOPMENT
<TABLE>
<CAPTION>
------- ------------ ------------ ---------------- ---------------- ---------------- -------------- ----------------- -------------

 TYPE                   SPEC'S*        ALPHA       ALPHA        ALPHA         ALPHA            BETA           BETA        BETA
(GHZ)                   (SCD'S)        XCVR        SYNTH        FILTER        ODU           MODULE TEST       ODU         SYSTEM
                                      MODULE       MODULE       MODULE        TEST                            TEST        TEST
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
<S>     <C>          <C>          <C>           <C>          <C>           <C>           <C>               <C>         <C>
 [*]                    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
        RESPONSIBLE:    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
         BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
 [*]                    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
        RESPONSIBLE:    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
         BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
 [*]                    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
        RESPONSIBLE:    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
         BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
 [*]                    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
        RESPONSIBLE:    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
         BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
 [*]                    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
        RESPONSIBLE:    [*]           [*]          [*]          [*]           [*]               [*]           [*]         [*]
         BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
</TABLE>
*        THE DATES IN THE SPEC'S COLUMN MEANS COMPLETION OF ALL REQUIRED
         SPECIFICATIONS FOR THE RESPECTIVE FREQUENCY BAND BY THE DATE GIVEN.
NOTE:    ALL DATES SHOWN ABOVE ARE COMPLETION DATES FOR EACH OF THE RESPECTIVE
         PHASES

1)    [*] GHz schedule is contingent upon receipt of al beta material and
      documentation.
2)    [*] GHz alpha synthesizers contingent upon delivery of DMC design 
      documentation, MSD and demonstration of a [*] GHz beta unit.

3)    All REMEC dates indicated on the above schedule are contingent upon
      receipt of  DMC documentation on the dates indicated.



--------------------------------------------------------------------------------
[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
sf-602617                              12


<PAGE>



                                   EXHIBIT D:


[*] GHZ BETA PRICING:

<TABLE>
<CAPTION>

    QTY           ODU UNIT PRICE
    ---           --------------
    <S>           <C>
    [*]                   $[*]

                    TOTAL $[*]
                    -------

</TABLE>

ALPHA, BETA AND PRODUCTION UNIT PRICING
---------------------------------------

For [*], [*], [*], [*], and [*] GHz ODU product

<TABLE>
<CAPTION>

TYPE                       ODU QUANTITY                       PRICE
-------------------------------------------------------------------
<S>                        <C>           <C>                 <C>
Protected ODU                < [*]                           $[*] )
                                                                  )   Total =[*] transceivers
Unprotected ODU              < [*]                           $[*] )




Protected ODU                > [*]       < [*]               $[*] )
                             -           -                        )   Total =[*]transceivers
Unprotected ODU              > [*]       < [*]               $[*] )
                             -           -
</TABLE>

A reduction in quantities will result in a price increase based on a [*]% 
cost reduction curve (CRC). Increased quantities above those listed in either 
category will result in a reduction in price based on a [*]% CRC.

All prices are based on a product mix of [*]% [*]/[*]/[*] GHz and [*]% [*]/[*]
/[*]/[*] GHz. A mix of greater than [*]% in the [*]/[*]/[*]/[*] GHz. will 
result in a price increase based a [*]% higher cost for the [*]/[*]/[*]/[*] 
GHz product. An increase greater than the [*]% product mix for the [*]/[*]/[*]
GHz product will result in a price reduction using the same [*]% ratio.


--------------------------------------------------------------------------------
[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
sf-602617                              13


<PAGE>

                                    EXHIBIT E

                         TERMINATION LIABILITY SCHEDULE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                        [*]             [*]            [*]            [*]            [*]
---------------------------------------------------------------------------------------------
<S>                <C>            <C>            <C>            <C>            <C>
 [*] Days after        $[*]            $[*]           $[*]           $[*]           $[*]
 receipt of SCD
      (PDR)
---------------------------------------------------------------------------------------------
  Completion of        $[*]            $[*]           $[*]           $[*]           $[*]
Alpha Phase (CDR)
---------------------------------------------------------------------------------------------
</TABLE>

Notes:

1. The above figures are additive at the Completion of the Alpha/Beta Phase 2.
   The above figures represent termination liability per frequency band
3. [*] Days after receipt of SCD means from turn-on of the respective frequency
   band with the first modular or ODU Level SCD
4. Coverage includes [*] months of Long Lead material based upon a [*]% 
   [*]/[*]/[*] GHz frequency band and [*]% [*]/[*]/[*] & [*] GHz frequency band
   split



--------------------------------------------------------------------------------
[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
sf-602617                              14


<PAGE>

                                 EXHIBIT F
                        Long Lead Material [*] GHz
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
    ASSY #              COMPONENT                        DESCRIPTION                     QTY            LEAD
----------------------------------------------------------------------------------------------------------------------
                                                                                         PER            TIME
----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                         <C>                                     <C>       <C>
[*]                  [*]                         [*]                                     1         [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     2         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     8         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     5           [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     1           [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     2         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     2         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     4         NC/NR- [*]-WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     2         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*]                  [*]                         [*]                                     2           [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     8         NC/NR-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     2         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*]                  [*]                         [*]                                     1           [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     1           [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     3           [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     8         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     3         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     1         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     4           [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     2           [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                         [*]                                     1           [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
sf-602617                              15


<PAGE>

<TABLE>
<S>                  <C>                       <C>                                       <C>       <C>
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1         [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       4          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       4        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*]                  [*]                       [*]                                       1          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       2        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       2          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*]                  [*]                       [*]                                       1        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*]                  [*]                       [*]                                       1        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*]                  [*]                       [*]                                       1          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1          [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*]                  [*]                       [*]                                       1        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
                     [*]                       [*]                                       1        [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
sf-602617                              16