<PAGE>
[NOKIA LOGO]

                                                                   Exhibit 10.28

                              DEVELOPMENT AGREEMENT

                                   ESINS03T733

                                     BETWEEN

                                NOKIA CORPORATION

                                 NOKIA NETWORKS

                                       AND

                               ENDWAVE CORPORATION

                              ON THE DEVELOPMENT OF

                     [*] AND [*] GHZ MICROWAVE UNITS (MWUS)


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]



                                TABLE OF CONTENTS
<TABLE>
<S>                                                                      <C>
1        DEFINITIONS .........................................            1
2        DEVELOPMENT..........................................            4
3        RESOURCES............................................            5
4        SPECIFICATIONS.......................................            6
5        CHANGES..............................................            7
6        QUALITY REQUIREMENTS.................................            8
7        DELIVERY, TESTING AND ACCEPTANCE.....................            8
8        DELAYS...............................................            9
9        PRICING..............................................           10
10       INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION.....           11
11       MANUFACTURING RIGHTS AND INFORMATION.................           14
12       WARRANTIES...........................................           16
13       PURCHASE AGREEMENT...................................           18
14       ENVIRONMENTAL AND ETHICAL ISSUES.....................           19
15       LIABILITY............................................           20
16       FORCE MAIEURE........................................           20
17       CONFIDENTIALITY......................................           21
18       TERM AND TERMINATION.................................           22
19       MISCELLANEOUS........................................           23
20       APPLICABLE LAW AND DISPUTES..........................           24

</TABLE>




APPENDICES

APPENDIX 1        Product Definitions incl. Specifications
APPENDIX 2        Milestone Schedule
APPENDIX 3        Project Plan
APPENDIX 4        Quality Requirements
APPENDIX 5        Business Model incl. Pricing
APPENDIX 6        Mandatory Environmental Requirements
APPENDIX 7        Contact List

                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
[NOKIA LOGO]                                                               1(25)




      This DEVELOPMENT AGREEMENT ("Agreement") No. (eslnso3t733) is made by and
      between

      NOKIA CORPORATION, represented through its Nokia Networks business group,
      of Keilalahdentie 4, P.O.Box 300, FIN-00045 Nokia Group, business identity
      code 0112038-9, including its Affiliates ("Nokia"); and

      Endwave Corporation, a Delaware corporation with its principal office at
      990 Almanor Avenue, Sunnyvale, CA 94085 USA ("Developer")

WHEREAS

(A)   Nokia is a developer, manufacturer and supplier of sophisticated
      communications equipment and terminals, accessories and connectivity
      solutions.

(B)   Developer is a reputable developer, supplier and supporter of hardware
      and, as applicable, thereto related software technologies.

(C)   Developer and Nokia desire that Developer performs certain development for
      Nokia in accordance with this Agreement.

NOW IT IS HEREBY AGREED:

1     DEFINITIONS

            "Affiliate"
            of a Party means an entity

      (i)   which is directly or indirectly controlling such Party; or

      (ii)  which is under the same direct or indirect ownership or control as
            such Party; or

      (iii) which is directly or indirectly owned or controlled by such Party.

      For these purposes, an entity is considered as being controlled by
      another, if that other entity has fifty percent (50%) or more of the votes
      in such entity, is otherwise able to direct its affairs and/or to control
      the composition of its board of directors or equivalent body.

      "Background IPR"
      means any and all Intellectual, Property Rights in all Background Works
      globally, whether registered, otherwise effected or not.

      "Background Works" means any and all:

      (i)   technical data, designs, documents, drawings, inventions, concepts,
            test results, tooling, specifications, software, models, samples,
            know-how and other information, materials and works, to the extent
            they are; and


      (ii)  Product(s), Deliverables, Product Documentation, Specifications and
            parts thereof, to the extent they are

      held by, licensed to, devised by or devised for a Party hereto either

                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                               2(25)



      (i)   prior to the commencement of the Development; or


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                               3(25)



      (ii)  outside and in no relation to the Development

      as evidenced by the Party asserting the item in question to constitute a
      Background Work.

      "Certificate of Approval"
      means a certificate of approval that will be signed by Nokia, if the
      Deliverables and/or the performance of other obligations of Developer due
      at a Milestone are approved by Nokia.

      "Certificate of Final Acceptance"
      means a certificate of final acceptance that will be signed by Nokia, if
      the Deliverables last due hereunder are approved by Nokia and provided
      that Nokia also approves the Developer's performance of its other
      Development obligations hereunder, without prejudice to the Parties'
      rights and obligations hereunder.

      "Change"
      means any change to Product(s), Deliverables, Specification (s) or
      Development. For avoidance of doubt, it is agreed that mere change of the
      Project Plan, Project Schedule, therein contained Milestones or status of
      Development, e.g. delays, is not considered a Change.

      "Deliverable"
      means any result of Development to be delivered by Developer to Nokia
      hereunder, including without limitation Engineering Samples, DV Units, PV
      Units and Documentation.

      "Deliverable Prices"
      means the fixed maximum cost and mutually agreed price to be paid by Nokia
      to the Developer as consideration for the Engineering Samples, DV Units
      and PV Units pursuant to Clause 9 below.

      "Design Validation Unit(s)" or "DV Unit(s)"
      means fully working and properly tested prototypes of the Product(s)
      packaged into final delivery format that meet the Specifications. These
      prototypes will be fully characterised upon delivery to Nokia. These
      prototypes will be used for final validation of the Product.

      "Development"
      means any development work and other measures and services to be performed
      by Developer under this Agreement including, without limitation, the
      development and delivery of various Deliverables.

      "Development Fee"
      means the development fee payable by Nokia in accordance with Appendix 5
      and Clause 9 below to Developer as consideration for the performance of
      Development and for the rights granted, licensed and/or transferred by
      Developer hereunder.

      "Effective Date"
      means the date of the last signature below.

      "Engineering Sample(s)"
      means mechanical specifications compliant first functional samples that
      are at least direct current (DC) and main radio frequency (RF) function
      tested. These modules and devices are intended for preliminary testing.
      Some deviation from applicable Specifications is allowed for these
      samples.

      "Foreground IPR"

                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                               4(25)

      means any and all Intellectual Property Rights in all Foreground Works
      globally (excluding any Nokia Proprietary Items).

      "Foreground Works" means any and all:

            (i)   technical data, designs, documents, drawings, inventions,
                  concepts, test results, tooling, specifications, software,
                  models, samples, know-how, and other information, materials
                  and works, to the extent they are; and

            (ii)  Product(s), Deliverables, Product Documentation,
                  Specifications and parts thereof, to the extent they are

      devised or created by Developer or by a third party for Developer in the
      performance of Development. For the avoidance of doubt, Foreground Works
      exclude any Nokia Proprietary Items.

      "Intellectual Property Right"
      means any worldwide intellectual property rights, including without
      limitation patents (including utility models and rights to patent an
      invention), design patents, designs (whether or not capable of
      registration), chip topography rights and other like protection,
      copyrights, trademarks and any other forms of like statutory protection as
      well as any applications, divisions, continuations, renewals, reexams and
      reissues thereof as well as any trade secrets and other information or
      know-how subject to statutory protection.

      "Manufacturing Information"
      means Specifications and other technical and commercial documentation and
      information, irrespective of its form, necessary for the manufacturing of
      Product(s) by Developer (including without limitation and as applicable,
      information on Developer's suppliers, sub-suppliers and subcontractors,
      from which it procures Third Party Components (if any) and raw materials
      for Product(s) and its contract manufacturers and other subcontractors
      participating in the manufacturing of Product(s)).

      "Milestone"
      means phase of the Development as specified in the Project Schedule.

      "Nokia Bank Link Policy"
      means the Nokia centralized system for payments, pursuant to which all
      invoices maturing during a working week (i.e. Monday through Friday) are
      consolidated and paid on one predetermined business day during that same
      week, irrespective of the due date of the invoice. At the moment, the
      payment day is Wednesday, but the payment day is subject to change by
      Nokia at any time without notice.

      "Nokia Direct Competitor"
      means Telefonaktiebolaget LM Ericsson, Motorola Inc., Siemens AG,
      Compagnie Financiere Alcatel, Lucent Technologies Inc., Samsung
      Electronics Company Ltd., Qualcomm Inc., Nortel Networks Corp., or any
      other major company with a broad product portfolio whose primary business
      is telecom infrastructure and in addition Microsoft Corporation and Cisco
      Systems, Inc.

      "Nokia Proprietary Items"
      means any and all functionalities, features, components, parts, software,
      software interfaces, electrical interfaces and other like items that are
      (i) provided by Nokia to Developer hereunder or (ii) developed by or on
      behalf of Developer under this Agreement to the extent such items are


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                               5(25)


      derivative works of or modifications to any of Nokia's Background Work or
      to any other Nokia Proprietary Item Nokia Proprietary Items include,
      without limitation, the following items:
          (i) the electrical interfaces specified in applicable Specifications
      between the Products and any other products or parts thereof
      commercialized by Nokia; and
          (ii) the content of the EEPROM or other memory device specified in the
      applicable Specifications.

      "Not to Exceed Prices"
      means the maximum prices specified in Appendix 5 payable by Nokia to
      Developer for Product(s) possibly purchased under the Purchase Agreement.

      "Product(s)"
      means the microwave units to be developed hereunder and, subject to a
      possible successful outcome of Development and at a separate request of
      Nokia, also supplied by Developer to Nokia under the Purchase Agreement.

      "Product Documentation"
      means any and all information, instructions, drawings, models, layouts and
      materials that are documented on any media and that are related to the
      use, reliability, properties, functionality, performance, installation,
      maintenance or support of Product(s), Engineering Samples, and/or
      Development thereof.

      "Production Validation Unit(s)" or "PV Unit(s)"
      means fully working and properly tested Product(s) built on the production
      line, which will be used for the volume production of respective
      Product(s) under the Purchase Agreement and that meet the Specifications.

      "Project Plan"
      means the then current version of the project plan attached hereto as
      Appendix 3 defining the Development and related matters. For avoidance of
      doubt, it is agreed that Project Plan always means the then current
      mutually agreed version of Project Plan.

      "Project Schedule"
      means the then current version of the project schedule for the Development
      attached hereto as Appendix 2. For avoidance of doubt, it is agreed that
      Project Schedule always means the then current mutually agreed version of
      Project Schedule.

      "Purchase Agreement"
      means the purchase agreement no 1201000 or any later replacement thereof
      agreed to between the Parties that defines the terms and conditions of the
      delivery, sale and purchase of applicable products and, subject to a
      successful outcome of Development, to also cover the delivery, sale and
      purchase of Product(s).

      "Specification(s)"
      means the then current technical and/or functional specification(s) and
      other requirements for Product(s) and/or Development attached hereto as
      Appendix 1. For avoidance of doubt, it is agreed that Specifications
      always mean the then current mutually agreed version of Specifications.

      "Third Party Component"
                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                               6(25)


      means any hardware and/or software component or part of any Deliverable or
      Product, to the extent Intellectual Property Rights in the component are
      not (i) held by Developer or (ii) licensed to Developer by Nokia.

2     DEVELOPMENT

2.1   Purpose of Development

      The purpose of this Agreement is to agree upon the terms and conditions,
      which apply to the Development of Deliverables and Product(s) by Developer
      for Nokia and the delivery of Deliverables to Nokia.

      Developer shall deliver Deliverables to Nokia in accordance with the
      Project Plan, Project Schedule and Clause 7 below. All Deliverables,
      excluding Engineering Samples, shall upon delivery conform to applicable
      Specifications and other requirements hereunder.

2.2   Independent Parties

      The Parties are and will remain independent contractors hereunder. This
      Agreement does not create any partnership, franchise, joint venture,
      agency, distributorship, representative or employment relationship between
      the Parties or between Nokia and any Affiliate, subcontractor or employee
      of Developer.

2.3   General Inspection Rights

      Developer shall, upon reasonable notice by Nokia and within Developer's
      business hours, provide Nokia and/or its authorized representative with:

      (i)   access to all facilities and premises that may be reasonably
            required for Nokia to enable the monitoring of the progress of the
            Development ; and

      (ii)  opportunity to inspect and verify at source that Development,
            Deliverables and Product(s) conform to applicable Specifications and
            other requirements hereunder.

      Any such inspection or verification shall be without prejudice to any
      rights and obligations of the Parties' hereunder and under the Purchase
      Agreement and shall not be used by Developer as evidence of any control
      over Development by Nokia.

3     RESOURCES

3.1   Time is of Essence

      The Parties agree that time of delivery of Deliverables and other
      performance of Development is of essence for this Agreement. Developer
      acknowledges that one or several product programs of Nokia may be
      dependent on the successful and timely completion of the Development in
      accordance with the Project Schedule and Project Plan.

3.2   Resources

      Developer shall ensure that its participation in any other projects shall
      not in any way adversely affect the proper fulfillment of Developer's
      obligations hereunder. Developer shall at all times allocate sufficient
      resources for the Development so as to ensure that the Milestones can
      realistically be achieved. Developer agrees to allocate and use for the
      Development the

                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                               7(25)


      necessary and suitable latest state of art technologies, tools, equipment,
      know-how and technical information. Developer shall carry out the
      Development with professional diligence and skill. The Developer shall not
      transfer the Development to other physical premises without prior written
      consent of Nokia.

3.3   Developer's Personnel

      Developer shall assign personnel of appropriate competence and experience
      to perform Development and its other obligations hereunder and shall
      change such personnel as rarely as reasonably possible. Developer shall
      ensure that all personnel assigned by Developer to perform Development
      are:


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                               8(25)




      (i)   employees of Developer or, to the extent Nokia has consented to the
            use of subcontractors, employees of such subcontractors; and

      (ii)  bound to confidentiality obligations not less restrictive than those
            applicable to Developer hereunder; and

      (iii) are subject to Developer's supervision as an employer or, to the
            extent Nokia has consented to the use of subcontractors, subject to
            other sufficient supervision of Developer.

3.4   Subcontractors

      In the absence of advance written consent by Nokia, Developer shall not
      engage any subcontractor or other third party to perform any part of
      Development. However, notwithstanding any such possible consent by Nokia,
      Developer shall remain fully responsible and liable for the performance of
      its subcontractors and shall ensure that the agreements with its possible
      subcontractors impose, as a minimum, the duties and obligations on
      subcontractors with respect to confidentiality and Intellectual Property
      Right ownership issues that are substantially similar to those imposed on
      Developer under this Agreement.

3.5   Production Capability

      The Parties acknowledge that it is the current contemplation of Nokia,
      subject to a successful outcome of Development, to use and/or sell the
      Product(s) in certain volumes and that, consequently, production
      capability and cost effectiveness of the Product(s) are critical factors
      for the successful completion of Development. Developer shall ensure that
      it is, upon the issuance of Certificate of Final Acceptance, able to
      manufacture and deliver to Nokia Product(s) in the quantities specified in
      the Appendix 5 - (Business Model incl. Pricing) or Purchase Agreement. For
      avoidance of doubt it is agreed, that this Agreement constitutes no
      obligation whatsoever for Nokia to purchase any Product(s) or other items
      from Developer.

      Developer warrants that, in the absence of Nokia's clear written
      instructions to the contrary, it shall maintain the manufacturing process
      for the Product(s) or the capacity to promptly implement such process at
      least until [*] years have passed from the beginning of the deliveries of
      Product(s) under the Purchase Agreement.

      Developer shall prepare a documented production recovery plan as set out
      in Appendix 2, which shall define in detail, how Developer has arranged
      the recovery from any incidents affecting any production lines or plants
      related to production of Product(s). Upon request, Developer shall
      promptly provide Nokia with a copy of said recovery plan. Upon reasonable
      notice by Nokia and within Developer's business hours, Developer shall
      further allow Nokia and/or its authorized representative to audit the risk
      management systems of Developer. Developer shall promptly implement all
      reasonable instructions given by Nokia with respect to Developer's
      Product-related production recovery plan and risk management systems.

4     SPECIFICATIONS

4.1   General

      In case the Specifications have not been agreed on or prior to the
      Effective Date, the Parties shall without undue delay agree in writing on
      the Specifications. Nokia may before the Specifications are agreed on
      provide to Developer certain functional specifications, which may
      constitute the basis for more detailed Specifications. The Parties may at
      any time mutually agree on updated


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              9(25)

      Specifications replacing the old Specifications. The Developer is
      responsible for implementing the Specifications in the Deliverables and
      Products.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              10(25)




4.2   Third Party Components

      Upon Nokia's request, Developer shall promptly provide Nokia with such
      available data, that can be disclosed to Nokia without violating
      Developer's confidentiality obligations, on all Third Party Components
      included or contemplated to be included in Deliverables and/or Products,
      including without limitation information on commercial sources and
      specific types of all such Third Party Components. Notwithstanding any
      disclosure of such information by Developer, Nokia shall under no
      circumstances bear any liability for Third Party Components or Developer's
      use thereof in Development or subsequent volume delivery stage.

4.3   Packing Requirements

      Deliverables shall be packed and packaged properly to withstand
      transportation and different weather conditions and as possibly separately
      required by Nokia in writing. Developer agrees to indemnify Nokia against
      any damage that the Deliverables may suffer due to improper or
      non-conforming packaging and/or packing.

5     CHANGES

5.1   General

      Nokia may require and Developer may recommend any Changes. Developer shall
      promptly inform Nokia of any Changes it is or reasonably should be aware
      of that are necessary (i) for duly performing the Development, (ii) for
      Deliverables and/or Product(s) to conform to Specifications, or other
      requirements hereunder or to function as intended and/or (iii) for any
      detected inconsistency, discrepancy, error or omission in or between the
      Specifications and any instructions given by Nokia.

      Developer shall promptly undertake to investigate the possibility to
      implement any Changes required by Nokia and the technical and commercial
      consequences of such Changes irrespective of whether or not the Parties
      have yet agreed on the Change in writing.

      The Parties will respond in writing or meet to discuss any Change, if
      necessary. Promptly upon Nokia's request, Developer shall advise Nokia of
      the likely consequences of the Change, including without limitation any
      effects on the safety, quality, reliability, availability, form or
      performance of Deliverables or Product(s) and any effects on the
      Development Fee, Deliverable Prices, prices of Product(s), Project
      Schedule, therein contained Milestones and/or Project Plan and submit a
      written quotation to Nokia accordingly.

      Changes shall be explicitly defined and agreed on in writing by, for
      example, amending the Specifications and Developer shall promptly
      implement any Changes having been agreed on in writing.

      For avoidance of doubt, it is agreed that in case Developer wishes to
      implement any Changes before the Parties having agreed in writing on the
      Changes, then Developer is entitled to do so at Developer's sole risk and
      expense, provided that such implementation does' not endanger the
      continued proper performance of Development in case Nokia later elects to
      reject the Change or in case the Parties are unable to agree on the
      Change.

5.2   Pricing of Changes

                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              11(25)

      Developer shall implement the Changes for a [*]. Notwithstanding the
      above, the Change shall be implemented by Developer [*].

      Notwithstanding the above, if a Change becomes necessary in order to
      comply with any terms and conditions of this Agreement or for the
      Product(s) to conform to applicable Specifications, [*].

6     QUALITY REQUIREMENTS

6.1   General

      Developer shall in the performance of Development comply with the quality
      requirements attached hereto as Appendix 4. Developer agrees to promptly
      inform Nokia of any existing or suspected discrepancies in Product(s),
      Deliverables and/or Development in relation to such quality requirements
      and shall promptly correct any such discrepancies. Nokia may, where
      appropriate, request reasonable improvements in Developer's practices and
      procedures to ensure compliance with such quality requirements and
      Developer shall promptly implement such requests.

      In case no traceability requirements are contained in Appendix 4, then
      Developer shall in the performance of Development and volume deliveries of
      Product(s) under the Purchase Agreement comply, at Developer's sole cost
      and expense, with all reasonable traceability requirements provided by
      Nokia to Developer.

6.2   Quality of Raw Materials and Components

      Developer shall duly inspect and constantly monitor the quality of all raw
      materials and components used in the Development hereunder, including
      without limitation the manufacturing and delivery of Deliverables, in
      order to ensure the continuous high quality level of Development and
      Deliverables.

6.3   Quality Audits

      Nokia shall, upon reasonable notice to Developer and within Developer's
      business hours, be entitled to perform and/or to have its authorized
      representatives perform reasonable audits of Developer's compliance with
      this Clause 6 and Developer shall promptly correct any deficiencies found
      during any such audit.

7     DELIVERY, TESTING AND ACCEPTANCE

7.1   General

      Developer shall carry the Development out timely and diligently in
      accordance with the Project Schedule, therein contained Milestones and
      Project Plan. The Development is divided into various Milestones, as
      specified in Project Schedule.

      At the latest upon each Milestone, Developer shall deliver to Nokia the
      Deliverables (if any) due at the Milestone in question and/or perform its
      other obligations due at the Milestone. The terms of delivery for the
      delivery of Deliverables shall be [*] to the agreed destination.

      Developer shall, prior to shipment of Deliverables to Nokia, test the
      Deliverables properly and in accordance with the agreed test procedures as
      well as provide Nokia with a comprehensive

                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              12(25)

      written report on the results of such testing. The Developer shall also
      provide Nokia with a comprehensive written report on its performance of
      other obligations due at the Milestone.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              13(25)



7.2   Approval of Milestones

      Without undue delay after a Milestone other than the final one, the
      Parties shall review the results of the Milestone on the basis of written
      report(s) submitted by Developer to Nokia. If the results meet the
      requirements set forth in Appendix 2 (Milestone Schedule) and upon
      Developer performing its other obligations due at said Milestone, a
      Certificate of Approval for the Milestone in question shall be signed by
      Nokia signifying the completion of that Milestone without prejudice to the
      Parties' rights and obligations hereunder.

7.3   Testing- and Acceptance of DV Units and PV Units

      Nokia shall test the DV Units and PV Units for defects, failures and other
      problems in performance, functionality, quality and other errors. Nokia
      shall notify Developer of any found defects, failures or other problems in
      the performance, functionality, quality or other errors.

      Within [*] days from receiving the DV Units and/or PV Units, Nokia will
      provide the Developer with a Certificate of Acceptance or a statement of
      rejection for said DV Units and/or PV Units In the event of rejection,
      Nokia shall provide a list of issues to be corrected before the DV Units
      or PV Units can be accepted by Nokia. Developer shall [*] to correct said
      issues at [*] and as a minimum, within [*] weeks upon receipt of the
      statement and of the rejected DV Units or PV Units from Nokia, provide
      Nokia with a root cause analysis and time estimate for the corrections.
      Within [*] days from redelivery of DV Units and/or PV Units, Nokia will
      provide the Developer with a Certificate of Acceptance or another
      statement of rejection with a list of issues to be corrected. This
      procedure will be repeated until Nokia accepts the DV Units and PV Units,
      unless Nokia chooses to terminate this Agreement in accordance with this
      Agreement.

7.4   Acceptance of Final Milestone

      In the event the PV Units and other Deliverables due hereunder meet the
      requirements set forth in Appendix 2 (Milestone Schedule) and upon
      Developer's performing its other Development obligations hereunder, Nokia
      will without undue delay provide Developer with a separate Certificate of
      Final Acceptance signifying the completion of Development without
      prejudice to the rights and obligations of the Parties hereunder.

7.5   No Waiver of Rights

      The testing performed as well as the acceptances and approvals granted
      under this Clause 7 shall be without prejudice to any rights of Nokia
      hereunder.

8     DELAYS

8.1   Monitoring of Progress

      Developer shall continuously monitor the status and progress of
      Development in order to ensure that any possible failures in meeting the
      dates set forth for any Milestone are identified well in advance. If the
      Developer cannot deliver to Nokia any Deliverable(s) or perform any of its
      other obligations hereunder in accordance with the Milestones, then the
      Developer shall as soon as Developer is or should reasonably have been
      aware of delay, inform Nokia thereof in writing specifying the reason for
      the delay and propose a new date for the delivery of such Deliverables or
      performance of obligations. Upon receipt of such notice, Nokia will
      determine whether a new date for the delayed Milestone is warranted given
      the circumstances causing the delay.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              14(25)



8.2   Delayed Milestone

      For the purposes of this Agreement, a Milestone shall be deemed delayed:

      (i)   In case the Deliverables due at the Milestone are not delivered to
            Nokia in full compliance with this Agreement; and/or

      (ii)  in case Developer fails to perform any of its other obligations due
            at the Milestone in full compliance with this Agreement

      at the latest upon the date set forth for the Milestone in question and
      provided that the delay is not solely attributable to Nokia or an event of
      Force Majeure pursuant to Clause 16 below.

8.3   Termination Due to Delayed Milestone

      Notwithstanding any other provisions of this Agreement, in case a
      Milestone is delayed for [*] days or more (or [*] days or more in the
      event the delay is solely attributable to a third party's failure to
      supply [*]) and provided that the delay is not solely attributable to
      Nokia or an event of Force Majeure pursuant to Clause 16 below, then Nokia
      may, without prejudice to its other rights and remedies hereunder, [*].

9     PRICING

9.1   Development Fee

      The Development Fee is specified in Appendix 5 (Pricing) and shall
      constitute full consideration for all rights granted, licensed and/or
      transferred to Nokia hereunder and for all expenses and costs incurred by
      Developer from the performance of the Development, including without
      limitation, all Development costs, travel costs, costs of premises,
      packing costs, transportation and insurance costs, import tariffs, taxes,
      duties, inspection fees, costs of tools and materials, non-recurring
      engineering (NRE) costs, installation costs, product validation/type
      approval costs, testing and implementation costs and costs of the
      production and delivery of Deliverables.

      Unless otherwise agreed in Appendix 5 (Pricing), the Development Fee is
      subject to payment in installments on a per Milestone basis pursuant to
      and subject to Developer meeting the requirements specified in Appendix 5
      (Pricing) and/or the Milestones specified in Project Schedule. Payment of
      such installments shall take place against invoices drawn correctly by
      Developer in accordance with Appendix 5, the dates of which shall be later
      than the date when the requirements for each payment are met. The payment
      term is [*] days from the date of each invoice and is subject to Nokia
      Bank Link policy.

9.2   Deliverable Prices

      The Deliverable Prices payable by Nokia for DV Units and PV Units are
      specified in Appendix 5 together with the amount of such Deliverables
      subject to payments by Nokia.

      The payment of the Deliverable Prices shall be carried out by Nokia
      against invoices drawn by Developer in accordance with Appendix 5, the due
      date of which shall be later than the date when Nokia receives the
      relevant DV Units and PV Units. The payment term is [*] days from the date
      of each invoice. Payments will be made according to the Nokia Bank Link
      policy.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              15(25)



9.3   Cost Reductions

      Developer shall use commercially reasonable efforts to pursue cost
      reduction opportunities and price reductions with respect to costs and
      expenses of Development, including without limitation costs of raw
      materials and components. Obtained cost reductions shall be reflected by
      lowering the Development Fee and Deliverable Prices in a reasonable manner
      to be mutually agreed.

10    INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION

10.1  General

      Developer warrants that it shall not violate or infringe any Intellectual
      Property Rights of any third party during Development, manufacturing or
      delivery of Deliverables, Product(s) and/or modifications thereof
      hereunder.

      For avoidance of doubt, it is agreed that, unless otherwise agreed in this
      Agreement, the delivery of any documentation and/or specifications
      (including without limitation Product Documentation and Specifications)
      relating to Development, any Deliverables, Product(s) and/or parts thereof
      from a Party to the other Party shall not transfer any Intellectual
      Property Rights in such documentation and/or specifications to the
      receiving Party, unless otherwise agreed in writing, but the receiving
      Party shall be entitled to use such documentation and/or specifications
      for the performance of this Agreement and/or the Purchase Agreement.

10.2  Background IPR

      Except for the limited licenses granted in this Agreement, nothing in this
      Agreement shall be construed as: (a) granting Nokia any right, title, or
      interest in or to Developer's Background Works or Developer's Background
      IPR, or (b) granting Developer any right, title, or interest in or to
      Nokia's Background Works or Nokia's Background IPR. Each Party's
      Background Works and Background IPR shall remain vested with such Party.

      Subject to the terms and conditions of this Agreement, Developer hereby
      grants Nokia under its Background IPR a [*], with the right to[*], to (a)
      use, sell, distribute and market Deliverables and Product(s) and combine
      such items with any other items. For avoidance of doubt, it is agreed that
      a license to manufacture and have manufactured Product(s) is granted to
      Nokia only in the situations described in Clause 11.2 below.

      Subject to the terms and conditions of this Agreement, Nokia hereby grants
      Developer under Nokia's Background IPR a [*], with the right to[*], to
      use, reproduce, and modify Nokia's Background Works for the sole purpose
      of Developer (a) performing its obligations under this Agreement, or (b)
      supplying Products to Nokia under the Purchase Agreement. Said license
      shall be effective for the term of this Agreement and the term of the
      Purchase Agreement (if Nokia elects to purchase Products from Developer
      under the Purchase Agreement).

10.3  Foreground IPR

      As between the Parties, Developer shall own all right, title, and interest
      in and to all Foreground Works and Foreground IPR. Except for the limited
      licenses granted in this Agreement, nothing in this Agreement shall be
      construed as granting Nokia any right, title, or interest in or to the
      Foreground Works or the Foreground IPR.

                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              16(25)

      When an employee or subcontractor of Developer is engaged to perform any
      Development, Developer shall ensure at the outset that all Foreground IPR
      devised by the employee or subcontractor are either duly transferred to
      Developer or duly licensed to Developer.

      Subject to the terms and conditions of this Agreement, Developer grants
      Nokia under its Foreground IPR a [*], with the right to[*], to (a) use,
      sell, distribute and market Deliverables and Product(s) as well and
      combine such items with any other items. For avoidance of doubt, it is
      agreed that a license to manufacture and have manufactured Product(s) is
      granted to Nokia only in the situations described in Clause 11.2 below.

10.4  Nokia Proprietary Items

      Notwithstanding Clauses 10.2 and 10.3 above, Developer hereby transfers to
      Nokia all of its present and future Intellectual Property Rights in Nokia
      Proprietary Items, any modifications and derivative works thereof and in
      any results of their implementation into Product(s). Developer
      acknowledges and undertakes that it shall use such Nokia Proprietary
      Items, any modifications and derivative works thereof and any results of
      their implementation into Product(s) only for performing its obligations
      hereunder and under the Purchase Agreement.

      Subject to the terms and conditions of this Agreement, Nokia hereby grants
      Developer under Nokia's Intellectual Property Rights in the Nokia
      Proprietary Items a [*], with the right to[*], to use, reproduce, and
      modify the Nokia Proprietary Items for the sole purpose of Developer (a)
      performing its obligations under this Agreement, or (b) supplying Products
      to Nokia under the Purchase Agreement. Said license shall be effective for
      the term of this Agreement and the term of the Purchase Agreement (if
      Nokia elects to purchase Products from Developer under the Purchase
      Agreement).

10.5  Third Party Components

      If Developer includes any Third Party Component in any Deliverable or
      Product(s), Developer will first obtain from the supplier of such Third
      Party Component sufficient rights under applicable third party
      Intellectual Property Rights to enable Nokia to use, sell, distribute, and
      market the Deliverables and Product(s).

10.6  Conditional Commercialization

      In the absence of prior written consent by Nokia, Developer shall not
      license, manufacture, modify, develop further, sell, distribute or
      otherwise utilize any Specifications, Deliverables, Product(s) or other
      products (if any of the foregoing contain Nokia Proprietary Items and/or
      modifications or derivative works thereof) to or in co-operation with any
      third party.

10.7  IPR Indemnification

      Developer shall settle and/or defend at its own option and its own
      expense, and indemnify and hold harmless Nokia, its Affiliates and their
      respective customers, subcontractors, suppliers and contract manufacturers
      (the "Nokia Indemnitees") from any cost, expense, loss, attorney's fees or
      damage arising out of any claim, demand, suit or proceeding against Nokia
      Indemnitees to the extent such claim, demand, suit or proceeding is based
      on (i) any infringement or alleged infringement of Intellectual Property
      Rights of a third party by the Developer's Development or Deliverables
      (excluding Nokia Proprietary Items) or by any utilization thereof, (ii)
      any methods


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              17(25)



      used by Developer for manufacturing of Deliverables, or (iii) the exercise
      by Nokia of any Intellectual Property Rights licensed hereunder to Nokia
      or the exploitation by Nokia of any Intellectual Property Rights
      transferred to Nokia hereunder, provided that (1) Nokia informs Developer
      in writing of any such claim, demand, suit or proceeding without delay,
      (2) Developer is given sole control over the defence thereof and Nokia
      reasonably cooperates in the defence at Developer's expense, and (3) Nokia
      will not agree with the third party to the settlement of any such claim,
      demand, suit or proceeding prior to a final judgment thereon without the
      prior written consent of Developer, which consent shall not be
      unreasonably withheld. Nokia shall have the right to select its own
      counsel to participate in such defence at Nokia's own expense.

      Notwithstanding the Developer's primary right to have control over
      defence, (i) Nokia may take all necessary steps, at the expense of the
      Developer, to defend itself until the Developer, to the reasonable
      satisfaction of Nokia, assigns a counsel and initiates defence in a
      professional manner; and (ii) whenever the third party making such claim
      is a customer to the Developer, Nokia may, at its option and at the
      expense of Nokia, have full control over defence, and the Developer agrees
      to fully cooperate with such defence.

      The foregoing states Nokia's sole and exclusive remedy in the event
      Developer violates or infringes any Intellectual Property Rights of any
      third party during Development, manufacturing or delivery of Deliverables,
      Product(s) and/or modifications thereof hereunder.

      This indemnification does not apply to the extent that (i) infringement
      arises by a combination made a Nokia Indemnitee of Deliverables with other
      products not furnished by Developer except to the extent Developer is a
      contributory infringer, (ii) infringement arises solely from changes or
      modifications made to or from Deliverables by a Nokia Indemnitee, or (iii)
      infringement arises from Deliverables that are made, or methods that are
      used, in accordance with drawings, samples, or manufacturing
      specifications that are designated by a Nokia Indemnitee and Developer
      proves that such infringements arise solely from such drawings, samples,
      or manufacturing specifications that are designated by a Nokia Indemnitee.

      If a claim, demand, suit or proceeding alleging infringement is brought or
      Developer believes one may be brought, Developer shall have the option, at
      its expense, to (1) modify the Deliverable to avoid the allegation of
      infringement, while at the same time maintaining compliance of the
      Deliverable with the requirements set forth under this Agreement, (2)
      replace the Deliverable with non-infringing but equivalent Deliverable,
      which comply with the requirements set forth under this Agreement; or (3)
      obtain for Nokia, at no cost to Nokia a license to continue using and
      exploiting the Deliverable in accordance with this Agreement free of any
      liability or restriction.

      In the event any Deliverable to be furnished under this Agreement is to be
      made in accordance with drawings, samples, or manufacturing specifications
      designated by Nokia and to the extent such Deliverable is not the design
      of Developer, Nokia agrees to settle and/or defend; at its own option and
      its own expense, and indemnify and hold Developer harmless from any cost,
      expense, loss, attorney's fees or damage arising out of any claim, demand,
      suit or proceeding against Developer to the extent such claim, demand,
      suit or proceeding alleges that such Deliverable or drawings, samples, or
      manufacturing specifications designated by Nokia infringes upon any
      Intellectual Property Right of a third party, provided that (1) Developer
      informs Nokia in writing of any such claim, demand, suit or proceeding
      without delay, (2) Nokia is given sole control over the defence thereof
      and Developer reasonably cooperates in the defence at Nokia's expense, and
      (3) Developer will not agree with the third party to the settlement of any
      such claim, demand, suit or proceeding prior to a final judgment thereon
      without the prior written consent of Nokia, which consent shall not be
      unreasonably withheld. Developer shall have the right to select its own
      counsel to participate in such defence at Developer's own expense.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[NOKIA LOGO]                                                              18(25)



      This indemnification does not apply to the extent any infringement or any
      claim of infringement results from changes or modifications made by
      Developer or on behalf of Developer to the drawings, samples,
      manufacturing specifications or any other information designated by Nokia.

10.8  Non-Assertion of IPR

      Because Product(s) will be developed to Nokia proprietary Specifications
      and possibly with certain direct or indirect financing of Nokia, Developer
      and its Affiliates hereby covenant and agree to (1) [*] from [*] based on
      any of their [*] or [*] or [*] such rights (2) in relation to [*] or [*]
      or [*] based on [*] or [*] (3) [*] its [*] and/or their [*] and [*] (4) to
      the [*] are [*] by [*] of the [S*] or [*] (5) provided that such [*] could
      not have been [*] and [*] of [*] or [*] provided however, that the fact
      that [*], its [*] and/or their [*] and [*] may or will incur increased
      costs by [*] of [*] shall not be deemed to [*] such [*]. This obligation
      of [*] shall [*] acknowledges that the [*] given in this Clause 10.8 is a
      material condition for this Agreement and has been taken into account and
      reflected in determining the content of this Agreement and in the decision
      by each Party to enter into this Agreement.

10.9  No Implied Rights

      Except as expressly provided herein and in Clause 11 (Manufacturing Rights
      and Information), no right or license under any Intellectual Property
      Right of a Party is granted to the other Party under, or is to be inferred
      from, any provision of this Agreement.

11    MANUFACTURING RIGHTS AND INFORMATION

11.1  Escrow Agreement

      Within [*] days after delivery by Nokia to Developer of the Certificate of
      Final Acceptance, Nokia and Developer will enter into a technology escrow
      agreement with a third-party escrow agent selected by Nokia and reasonably
      acceptable to Developer (the "Escrow Agreement"). Pursuant to the Escrow
      Agreement, Developer will promptly deposit with the escrow agent the
      then-existing Manufacturing Information and, upon Nokia's acceptance of
      any implemented Changes whatsoever to any Specifications or any
      Product(s), Developer will promptly deposit with the escrow agent any
      updated Manufacturing Information. [*] shall [*] under the Escrow
      Agreement. Before any deposit, Nokia may, solely at the presence of a
      representative of the Developer, briefly review the Manufacturing
      Information so as to generally ascertain that its contents comply with the
      requirements of this Agreement and Developer shall, upon request,
      demonstrate to the reasonable satisfaction of Nokia that the contents do
      comply with said requirements.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



<PAGE>
(NOKIA LOGO)                                                              19(25)


11.2     Trigger Events

         Under the terms of the Escrow Agreement, Nokia will have the right to
         obtain the Manufacturing Information in the event that Nokia elects to
         purchase Products under the Purchase Agreement and, thereafter, any of
         the following events (each, a "Trigger Event") occurs:

         (1)      a breach by Developer against a material obligation under the
                  Purchase Agreement, which breach is not duly remedied within a
                  reasonable time fixed by Nokia, which period shall not be less
                  than [*] days, in a written notice drawing the attention of
                  Developer to the breach and requiring the breach to be
                  remedied; and/or

         (2)      Developer (A) becoming insolvent, filing for any form of
                  bankruptcy or re-organization proceedings, making any
                  assignment for the benefit of creditors, having a receiver,
                  administrative receiver or officer appointed over the whole or
                  a substantial part of the assets or ceasing to conduct any
                  material part of its business relating to any Product(s), and
                  (B) in connection with any of the foregoing Developer breaches
                  its obligation to accept and fulfill orders for Products under
                  the Purchase Agreement, which breach is not duly remedied
                  within a time fixed by Nokia, which period shall not be more
                  than [*] week, in a written notice drawing the attention of
                  Developer to the breach and requiring the breach to be
                  immediately remedied.

         (3)      a material change in ownership in or effective control over
                  Developer (A) resulting in any Nokia Direct Competitor
                  obtaining control over the Developer, and (B) where such Nokia
                  Direct Competitor refuses to accept and fulfill orders for
                  Products in material breach of the terms of the Purchase
                  Agreement.

11.3     Manufacturing License

         In the event of a Trigger Event, Developer grants to Nokia and its
         Affiliates a [*] and right, without the right to sublicense, under all
         Intellectual Property Rights of Developer, (i) to modify Product(s) or
         have the Product(s) modified (provided, however, that Nokia will
         indemnify and hold Developer harmless from and against any damages,
         costs and expenses incurred by Developer in cases where such damages,
         costs and expenses are solely due to Nokia's modifications), and (ii)
         and manufacture, have manufactured, make, have made, use, sell, offer
         to sell, and import such Products ("the Manufacturing License"). For
         the avoidance of doubt, Nokia may use any Manufacturing Information for
         such purposes provided, however, that Nokia shall treat such
         Manufacturing Information as Developer's Information under Clause 17.
         In addition to such license, Developer shall also provide Nokia with
         assistance in getting access to Developer's suppliers, sub-suppliers
         and subcontractors, from which it procures raw materials for Product(s)
         and Third Party Components and to Developer's contract manufacturers
         and other subcontractors participating in the production of Product(s).

         Nokia hereby covenants and agrees that the Manufacturing License shall
         only be exercisable if and when a Trigger Event occurs. Nokia hereby
         further covenants and agrees that if a Trigger Event occurs and (i)
         thereafter the Developer has been able to cure its breaching situation
         mentioned in Clauses 11.2(1)-(3) for a continuous period of [*]days;
         and (ii) the Developer has the capability to accept and fulfil orders
         for Products under the Purchase Agreement, and (iii) the Developer
         agrees to purchase from Nokia any raw materials or Third Party
         Components that Nokia has purchased and committed to in order to
         exercise its rights under the Manufacturing License, then Nokia will
         purchase Products from Developer under the Purchase Agreement and
         Nokia's right to exercise the Manufacturing License shall terminate.
         Upon termination of Nokia's right to exercise the Manufacturing
         License, Nokia shall return the Manufacturing Information to


                              (C) Nokia Corporation
                          Proprietary and Confidential

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HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
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AMENDED.
<PAGE>
(NOKIA LOGO)                                                              20(25)


         the third-party escrow agent named in the Escrow Agreement and shall
         immediately destroy any copies thereof.

12       WARRANTIES

12.1     General

         Nokia shall be entitled to use the PV Units for commercial pilots and
         like projects after the issuance of Certificate of Final Acceptance for
         relevant Product(s).

12.2     Warranty PV of Units

         Developer hereby gives a warranty for each PV Unit delivered hereunder
         by Developer that (i) at the time of delivery the PV Unit will be new
         and unused (except for repaired PV Units provided under Clause 12.3),
         and (ii) for a period of [*] from the delivery of the respective PV
         Unit ("Warranty Period"), each PV Unit delivered shall:

         (i)      Be in [*]; and
         (ii)     Be [*]; and
         (iii)    Be [*]; and
         (iv)     Strictly conform to applicable Specifications, quality
                  requirements and other mutually agreed requirements.

         For the purposes of this Clause 12, "Defect", shall mean any breach of,
         non-conformance to or deviation from the warranty set out in this
         Clause 12.2. This warranty does not apply if a Defect is (i) solely
         attributable to Nokia Proprietary Items, (ii) any development
         activities solely carried out by Nokia or solely attributable to the
         Specifications provided by Nokia.

12.3     Examples of Remedies

         If PV Units delivered do not meet the warranties given by Developer
         during the Warranty Period, Nokia may at its own option and upon notice
         to Developer require Developer to

         (i)      replace the PV Units with new PV Units that fully satisfy the
                  given warranties [*]; or
         (ii)     repair such PV Units [*]; or
         (iii)    [*].

         If the remaining Warranty Period for the repaired/replaced PV Unit is
         less than [*], the Warranty Period shall be extended to be [*] from the
         date of receipt of the repaired/replaced PV Unit.

12.4     Hidden Defects

         For the purposes of this Clause 12, "Hidden Defect" means such Defect,
         which could not have been detected during an ordinary incoming
         inspection and which are attributable to non-compliance by Developer
         with any of the terms and conditions of this Agreement or to
         Development performed by Developer. If Hidden Defects appear in PV
         Units during or after the Warranty Period, then [*], undertake any and
         all necessary corrective action(s) to ensure that the PV Units are made
         to conform to all the terms of this Agreement and that such defects do
         not reappear in PV Units. The corrective actions include but are not
         limited to (i) [*], (ii) [*], (iii) [*]

         [*] and/or (iv) [*]. [*].


                              (C) Nokia Corporation
                          Proprietary and Confidential

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HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
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AMENDED.
<PAGE>
(NOKIA LOGO)                                                              21(25)


12.5     Notice on Defects

         Nokia shall notify Developer of the Defects or Hidden Defects in
         writing and also specify the [*] for Developer to perform corrective
         actions. Developer shall respond to Nokia within [*] from the date of
         Nokia's notice. Such response shall include a detailed outline of the
         necessary corrective actions that Developer undertakes to perform in
         order to remedy the Defect or Hidden Defect without delay. If Developer
         is not able to perform the corrective actions and/or present a
         correction plan that both Parties can accept [*], then Nokia is
         entitled to, upon written notice to Developer

         a)       take the necessary corrective actions [*]; or

         b)       require Developer [*], or

         c)       [*].

12.6     Remedying of Defects by Nokia

         If the Parties mutually agree on case-by-case basis that Nokia shall
         undertake the repair or replacement of a Defect or Hidden Defect in PV
         Units on behalf of Developer, Developer shall [*].

12.7     No Waiver of Rights

         Notwithstanding anything to the contrary in this Agreement, Nokia shall
         be entitled to [*].

12.8     Limited Warranty for DV Units

         Developer warrants that DV Units conform to applicable Specifications,
         quality requirements and other mutually agreed requirements hereunder,
         to the extent reasonably possible bearing in mind the status of
         Development, and that said items have been developed a manufactured
         with professional diligence and skill. If any breach of,
         non-conformance to or deviation from this warranty is found within [*]
         months from the date of Nokia's reception of said DV Unit, Developer
         shall [*]. In the event Developer fails to remedy such breach,
         non-conformance or deviation within a reasonable time, then Developer
         shall [*].


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)                                                              22(25)


12.9     Warranty for Product Documentation

         All Product Documentation to be developed by Developer under this
         Agreement shall:

         (a)      be [*];
         (b)      [*]; and
         (c)      [*]. If any Product Documentation is found containing a
                  deviation from the above warranties or if any Product
                  Documentation needs to be revised or updated as a result of
                  Defect contained in any PV Units or Product(s), Developer
                  shall also [*].

13       PURCHASE AGREEMENT

13.1     [*] Commitment

         This Agreement constitutes [*] for [*] to [*] from [*]. Developer
         agrees, at Nokia's separate request, to sell Product(s) to Nokia in
         accordance with the Purchase Agreement. Any and all purchases under the
         Purchase Agreement are at all times [*] in accordance with the Purchase
         Agreement.

13.2     Amending the Purchase Agreement

         By signing this Agreement, Developer undertakes to amend the Purchase
         Agreement and/or its relevant appendices, if so requested by Nokia,
         together with Nokia so that the Purchase Agreement will also cover the
         delivery, sale and purchase of Product(s) developed hereunder in order
         to ensure that Nokia will be able to order Product(s) from Developer
         subsequent to the possible successful outcome of the Development.

13.3     Product Prices

         The prices of Product(s) under the Purchase Agreement shall be
         negotiated between the Parties, but shall not exceed the lower of:

         (i)      [*] or
         (ii)     [*]

         For avoidance of doubt, it is agreed that the prices of Product(s)
         under the Purchase Agreement may, if mutually agreed by the Parties, be
         lower than the above mentioned amounts (i) and (ii).

13.4     Conflicting Provisions

         In case of a conflict between the provisions of this Agreement and
         those of the Purchase Agreement, the provisions of this Agreement shall
         prevail over the provisions of the Purchase Agreement as regards
         matters covered by both agreements, unless stated in the Purchase
         Agreement that certain provision(s) thereof shall prevail over this
         Agreement. For avoidance of doubt, it is agreed that warranties for
         Product(s) delivered under the Purchase Agreement are agreed on in said
         agreement.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)                                                              23(25)


14       ENVIRONMENTAL AND ETHICAL ISSUES

14.1     General

         Developer shall comply with the principles of the Business Charter for
         Sustainable Development (published by the International Chamber of
         Commerce in 1991) for environmental management. Developer shall
         encourage the adoption of the principles therein by its sub-suppliers
         and subcontractors. Nokia may, where appropriate, request improvements
         in Developer's practices to ensure compliance with the said principles.
         Developer shall take into consideration environmental issues in all
         phases of Product Development and manufacturing process design.

         Developer shall be committed to ethical conduct and respect for human
         rights in the spirit of internationally recognized social and ethical
         standards, e.g. SA8000. Developer further monitors the ethical
         performance of its suppliers and subcontractors and takes immediate and
         thorough steps in cases where ethical performance of its suppliers or
         subcontractors comes into question.

14.2     Information to Provide and Environmental Requirements

         Developer shall, upon request, inform Nokia of all materials,
         substances and compounds by weight and by location in the
         Products)/Deliverables in the form set out in Appendix 6.

         Developer further shall, upon request, provide Nokia with instructions
         for disassembly, re-use and end-of-life treatment of the
         Products)/Deliverables, and with any other information that Nokia may
         need based on statutory requirements.

         Developer shall in designing of the Products and Deliverables and in
         manufacturing and delivery of the Products/Deliverables strictly comply
         with the Environmental Requirements and the schedule set forth in
         Appendix 6 of this Agreement. Developer warrants, that each
         Product/Deliverable that Developer delivers hereunder strictly conforms
         to such requirements. In case any Product/Deliverable does not conform
         to the Environmental Requirements as they exist at the time of
         delivery, and where the law requires selective end-of-life treatment
         for such Products)/Deliverables, Developer shall compensate Nokia for
         any direct costs incurred by Nokia in connection with Nokia's selective
         end-of-life treatment for such Products)/Deliverables.

14.3     Return of Defective Products

         Developer shall be responsible for the proper disposal and/or recycling
         of any defective Product(s)/Deliverables that are returned to and not
         repaired by Developer.

14.4     Environmental Management System

         Developer shall implement an environment management system (EMS) based
         on the principles of ISO 14001 standard.

14.5     Compliance with laws

         Developer represents and warrants that in the designing, manufacturing,
         delivery and through entire the supply chain of the
         Product(s)/Deliverables all national and international laws,
         directives, statutes (including but not limited to EU statutes) and
         regulations are diligently followed.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)                                                              24(25)


15       LIABILITY

15.1     Exclusion of Certain Damages

         Neither Party shall be liable to each other in contract, tort or
         otherwise, whatever the cause thereof, for any loss of revenue or of
         profit, business or goodwill or any indirect, special, consequential,
         incidental or punitive costs, damages or expenses of any kind,
         howsoever arising under or in connection with this Agreement, unless
         arising out of or based on a breach by such Party of Clause 17
         (Confidentiality), Clause 10 (Intellectual Property Rights and
         Indemnification), Clause 15.2 below or caused due to intentional
         misconduct or gross negligence of such Party.

15.2     Additional Indemnification Obligations

         Developer shall indemnify, defend and hold harmless Nokia, its
         Affiliates and their respective officers, directors, employees and
         customers harmless from and against all damages, claims, demands,
         suits, proceedings, damages, costs, expenses and liabilities, including
         without limitation, reasonable legal fees incurred due to:

         (i)      [*]; and/or
         (ii)     [*]

         resulting from or alleged to result from any act or omission of
         Developer in the performance of Development and/or from any Defects in
         the Deliverables or Product(s). Developer shall maintain in force and
         on request give evidence of adequate insurance relative to its
         obligations under this Clause.

         Developer shall use counsel satisfactory to Nokia to defend against any
         claims, demands, suits, proceedings, damages, costs, expenses or
         liabilities mentioned above ("Claims" for the purposes of this Clause).
         . Nokia shall have the right to select its own counsel to participate
         in such defence at Nokia's own expense.

         Nokia shall on its behalf indemnify, defend and hold harmless
         Developer, its Affiliates and their respective officers, directors,
         employees and customers harmless from and against all damages, claims,
         demands, suits, proceedings, damages, costs, expenses and liabilities,
         including without limitation, reasonable legal fees incurred due to:

         (i)      [*]; and/or
         (ii)     [*]
         resulting from or alleged to result from any act or omission of Nokia
         in the performance of this Agreement.

16       FORCE MAJEURE

         Events of "Force Majeure" are events beyond the control of the Party,
         which occur after the time of signing of this Agreement and which were
         not reasonably foreseeable at the time of signing of this Agreement and
         the effects of which are not capable of being overcome without
         unreasonable expense and/or loss of time to the Party concerned. Events
         of Force Majeure shall include (without limitation) war, civil unrest,
         acts of government, natural disasters, fire, flood, earthquake,
         explosions and acts of God.

         Notwithstanding any other provision of this Agreement, neither Party
         shall be liable to the other


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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<PAGE>
(NOKIA LOGO)                                                              25(25)


         for any delay or non-performance of its obligations hereunder in the
         event and to the extent that such delay or non-performance is due to an
         event of Force Majeure.

         If an event of Force Majeure results in delay or non-performance of a
         Party for a period of [*] or longer, then either Party shall have the
         right to terminate this Agreement with immediate effect without
         liability towards the other Party.

17       CONFIDENTIALITY

17.1     General

         For avoidance of doubt and notwithstanding this Clause 17, it is agreed
         that the confidentiality undertakings provided for in this Clause 17 do
         not limit in any way whatsoever Nokia's rights to utilize and disclose
         Deliverables, Product(s), Specifications or other outcomes of the
         Development or parts thereof in compliance with Clause 10 (intellectual
         Property Rights and Indemnification) and Clause 11 (Manufacturing
         Rights and Information) above.

         Each Party ("Receiving Party" for the purposes of this Clause 17) shall
         not, except to the extent required by law, disclose to third parties
         nor use for any purpose other than for the proper fulfillment of the
         purpose of this Agreement and/or the Purchase Agreement any technical,
         financial or commercial information ("Information") received from the
         other Party ("Disclosing Party") in whatever form under or in
         connection with this Agreement without the prior written permission of
         the Disclosing Party. The above mentioned limitations shall not apply
         to Information which, as evidenced by the Receiving Party:

         a)       was in the possession of the Receiving Party prior to
                  disclosure hereunder; or

         b)       was in the public domain at the time of disclosure or later
                  became part of the public domain without breach of the
                  confidentiality obligations herein contained; or

         c)       was disclosed by a third party without breach of any
                  obligation of confidentiality owed to the Disclosing Party; or

         d)       was independently developed by personnel of the Receiving
                  Party having no access to the Information of the Disclosing
                  Party.

         Without prejudice to the generality of the foregoing, each Party agrees
         not to use any of the Information or technology of the other Party for
         any use or purposes except those expressly specified herein.

17.2     Affiliates, Personnel and Subcontractors

         Affiliates of a Party hereto engaged in the performance of this
         Agreement shall not be deemed to be third parties for purposes of this
         Clause 17 on condition that disclosure of Information occurs on a need
         to know basis only and that the respective Party ensures full
         compliance by such Affiliates of all of the provisions of-this Clause
         17.

         Developer shall not disclose any Information of Nokia to its
         subcontractors, unless Nokia has consented to the use of any such
         subcontractor in writing. Each Party shall limit access to Information
         of the other Party to those of its subcontractors and personnel for
         whom such access is reasonably necessary for the proper performance of
         this Agreement and/or the Purchase


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)                                                              26(25)


         Agreement. Such subcontractors and personnel shall be bound by written
         confidentiality obligations not less restrictive than those provided
         for in this Agreement.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)                                                              27(25)


17.3     Duration of Confidentiality

         The provisions of this Clause 17 shall bind the Parties for a period of
         [*] years from the date of disclosure of any item of Information
         regardless of any earlier termination, expiry or fulfillment of this
         Agreement.

17.4     Conflicting Provisions

         To the extent that the terms of a Non-Disclosure Agreement between the
         Parties relating to the subject matter hereof conflict with the terms
         of this Clause 17, this Clause 17 shall prevail over the terms of said
         Non-Disclosure Agreement.

17.5     No Publicity

         In the absence of prior written consent by the other Party, neither
         Party shall make any publicity on, press release of or reference to
         this Agreement, the other Party, Development or the co-operation
         between the Parties, except to the extent required by law.

18       TERM AND TERMINATION

18.1     Term of the Agreement

         This Agreement shall become effective upon the Effective Date and shall
         apply retroactively also to all Development having been carried out
         prior to the Effective Date. This Agreement shall continue to be
         effective until either:

         (i)      Development has been fully carried out and Certificate(s) of
                  Final Acceptance have been issued by Nokia and the Parties
                  have, if so requested by Nokia, complied with Clauses 13.2 and
                  13.3 above; or

         (ii)     this Agreement has been terminated by either Nokia or
                  Developer pursuant to Clause 18.2 or 18.3 below or terminated
                  by Nokia pursuant to Clause 8.3 above.

18.2     Termination

         This Agreement may be terminated by either Party with immediate effect
         by sending a written notice of termination to the other Party, if said
         other Party:

         (i)      becomes insolvent, is declared bankrupt or becomes the subject
                  of dissolution, liquidation (other than for the purpose of
                  reconstruction or amalgamation), receivership or bankruptcy
                  proceedings, whether voluntarily or involuntarily, or applies
                  for judicial or extra-judicial settlement with creditors,
                  makes an assignment for the benefit of creditors, or takes or
                  suffers any similar action in consequence of a debt or
                  otherwise discontinues its business relating to Development
                  and/or Product(s); and/or

         (ii)     is in breach of any of its material obligations under this
                  Agreement, which breach is not solely attributable to the
                  terminating Party and has failed to rectify such breach within
                  [*] days of having received written notice of such breach and
                  the intention of the terminating Party to terminate this
                  Agreement, if the breach is not rectified (or, if such breach
                  is not capable of being rectified within such time, if the
                  Party fails to commence to rectify such breach within such
                  time).

18.3     Termination by Nokia


                              (C) Nokia Corporation
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<PAGE>
(NOKIA LOGO)                                                              28(25)


         Notwithstanding the above, Nokia shall also have a right to terminate
         this Agreement with immediate effect by sending a written notice of
         termination to Developer, in case of:

         (i)      [*]; and/or
         (ii)     [*]; and/or
         (iii)    [*].

18.4     Termination and Payments

         For the purposes of this Clause 18.4, "Payments" shall mean payments
         for Development Fee, Deliverable Prices and any instalments thereof.

         Any termination of this Agreement, for any reason, shall be without
         prejudice to any rights or obligations which shall have accrued or
         become due to either Party prior to the date of the termination.

         Notwithstanding the above:

         (i)      In the event of Nokia terminating this Agreement based on
                  Clause 8.3 above or based on Clause 18.2, 18.3(i) or 18.3(ii),
                  Developer shall not, except with respect to any
                  then-outstanding unpaid invoices, be entitled to any
                  additional Payments or parts thereof from Nokia hereunder and
                  Nokia shall not, except with respect to any then-outstanding
                  unpaid invoices have any obligation to effect such additional
                  Payments or parts thereof; and

         (ii)     In the event of Developer terminating this Agreement based on
                  Clause 18.2 above or Nokia terminating this Agreement based on
                  Clause 18.3(iii) above Nokia shall not be relieved from its
                  obligation to effect Payments having accrued or become due
                  prior to the date of the termination.

18.5     Surviving Clauses

         Any terms and conditions of this Agreement that by their nature or
         otherwise reasonably should survive termination, cancellation or other
         expiry of this Agreement shall survive any termination, cancellation or
         other expiry of this Agreement. Such terms and conditions include but
         are not limited to the terms and conditions set forth in Clauses 1.,
         7.4, 10, 11, 12, 15, 17, 18.5, 19. and 20.

19       MISCELLANEOUS

19.1     Unless expressly otherwise agreed in this Agreement, neither Party
         shall have the right to assign any of its rights or obligations under
         this Agreement without the advance written consent of the other Party.

19.2     Unless otherwise agreed by the Parties in writing, neither Party will
         have nor represent itself to have any authority to bind the other Party
         or act on its behalf.

19.3     No failure to exercise, nor any delay in exercising, on the part of
         either Party, any right or remedy hereunder shall operate as a waiver
         thereof, nor shall any single or partial exercise of any right or
         remedy prevent any further or other exercise thereof or the exercise of
         any other right or remedy.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)                                                              29(25)


19.4     In the event that any provision of this Agreement is held invalid as
         contrary to any law, statute or regulation, the invalidity of such
         provision shall in no way affect the validity of any other provision of
         this Agreement and each and every provision of this Agreement shall be
         severable from each and every other provision.

19.5     The headings and titles used in this Agreement are for convenience only
         and are not part of this Agreement and do not in any way limit or
         amplify any provisions of this Agreement.

19.6     The governing language of this Agreement and the correspondence between
         the Parties shall be English.

19.7     The following persons shall act as the representatives of the Parties
         regarding notices, performance, extension, termination and changes in
         respect of this Agreement

         Representing Nokia Corporation, Nokia Networks

         Name: [*]
         Address:    Nokia Corporation, P.O. Box 370
                     FIN-00045 NOKIA GROUP
         E-mail: [*]@nokia.com
         Telephone: +358-40-733 [*]

         Representing the Developer

         Name: [*]
         Address: 990 Almanor Avenue,
         Sunnyvale, CA 94085 USA
         E-mail: [*]@endwave.com
         Telephone: +1-408 522 [*]

         Every notice and other communication made or delivered by one Party to
         another hereunder shall be in the English language or accompanied by an
         English translation.

19.8     This Agreement supersedes all prior agreements, arrangements,
         proposals, representations or statements (whether oral, written or
         implied from the conduct of the Parties), discussions, correspondence
         and negotiations between the Parties in relation to the subject matter
         of this Agreement with the exception of a possible non-disclosure
         agreement which shall be subject to Clause 17. This Agreement shall
         otherwise form the entire agreement and understanding between the
         Parties with respect to the Development of Product(s).

         In the event of any conflict between this Agreement and any of its
         Appendices, the provisions of this Agreement shall prevail.

19.9     Any of the Appendices may be modified, altered, added or amended by a
         written agreement or a written mutual confirmation between the Parties.
         Such agreement shall usually be carried out by replacing the respective
         Appendix with an updated version of the relevant Appendix signed by
         both Parties.

         Other modifications, alterations, additions or amendments to this
         Agreement shall be valid only if signed by both Parties and expressly
         indicated as an amendment to the Development Agreement.

20       APPLICABLE LAW AND DISPUTES

20.1     This Agreement shall be governed by and construed in accordance with
         the laws of Switzerland, excluding its choice of laws provisions. The
         Parties agree that the United Nations Convention on Contracts for the
         International Sales of Goods (CISG) shall not apply to this Agreement.


                              (C) Nokia Corporation
                          Proprietary and Confidential

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)                                                              30(25)


20.2     Any dispute, controversy or claim arising out of or relating to this
         Agreement or the breach, termination or validity thereof shall be
         finally settled in arbitration by three neutral arbitrators appointed
         by the International Chamber of Commerce ("ICC"). The arbitration shall
         be conducted

         pursuant to the ICC's arbitration rules then in force. The arbitration
         shall be conducted in Geneva, Switzerland, in the English language. The
         award shall be final and binding on the Parties.

20.3     Any dispute, controversy or claim arising out of or relating to this
         Agreement including but not limited to the possibility or existence of
         the proceedings, the proceedings themselves, oral statements made
         during the course of the proceedings, documents and other information
         submitted by the Parties or prepared by the Court or the arbitrator(s)
         and the final award shall be deemed Information under Clause 17 of this
         Agreement.

20.4     Nothing in this Agreement shall be deemed to limit the Parties' rights
         to seek interim injunctive relief or to enforce an arbitration award in
         any court of law.

20.5     The Appendices mentioned above in the Table of Contents shall be an
         integral part of this Agreement.

In witness whereof this Agreement has been duly signed and executed in two
original copies


NOKIA CORPORATION, NOKIA NETWORKS

By:      /s/ [*]

Name:    [*]

Title:   Head of Cellular Transmission R & D

Date:    August 14, 2003



ENDWAVE CORPORATION

By.      /s/ [*]

Name:    [*]

Title:   VP of Sales

Date:    August 14, 2003


APPENDIX 1           Product Definition incl. Specifications
APPENDIX 2           Milestone Schedule
APPENDIX 3           Project Plan
APPENDIX 4           Quality Requirements


                              (C) Nokia Corporation
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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)                                                              31(25)


APPENDIX 5           Business Model incl. Pricing
APPENDIX 6           Mandatory Environmental Requirements
APPENDIX 7           Contact List



                              (C) Nokia Corporation
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<PAGE>
(NOKIA LOGO)


                         NOKIA [*] DEVELOPMENT AGREEMENT

                         APPENDIX 1 - PRODUCT DEFINITION

                    NOKIA DEVELOPMENT CONTRACT - ESLNS03T733

                                UNCONTROLLED COPY

Except as may be otherwise provided by contract, this document or specification
   is the proprietary and confidential property of EndWave Corporation. It is
   issued in strict confidence and shall not be reproduced or copied or used
(partially or wholly) in any manner without prior, express written authorization
                            of EndWave Corporation.


                                                                   DATE:  8/7/03

   APPROVALS        [*], VP, Account Sales

                                                                   DATE:  8/7/03

                    [*], Director, Quality Assurance

                                                                   DATE:  8/7/03

                    [*], VP, Product Development

                                                                   DATE:  8/7/03

                    [*], Engineering Project Manager

                                                                   DATE:  8/7/03

                    [*], Staff Design Engineer

                                REVISION HISTORY

  REVISION            ECN                        APPROVAL               DATE
--------------------------------------------------------------------------------
     01               5147
--------------------------------------------------------------------------------
     02               5158
--------------------------------------------------------------------------------

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

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

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




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AMENDED.
<PAGE>
1.0 PURPOSE

        The purpose of this document is to define and document the requirements
        of Appendix 1 for the Development Agreement (DA) between Nokia Networks
        and Endwave Corporation. This DA serves to develop a series of Microwave
        Units (MWUs) for use in the Nokia [*] products at [*] GHz, [*] GHz, [*]
        GHz, and [*] GHz. The [*]MWUs shall meet the class 2 level design
        requirements as called out in Nokia's "[*] GHz Integrated Microwave Unit
        Specifications", referenced below.

        Appendix 1 defines the functionality of the MWU transceiver, the
        components that make up the MWU, and the process technologies to be
        used. The discussion will be broken into two parts covering the
        millimeter wave section and the DC/IF printed circuit assembly.

2.0 REFERENCE DOCUMENTS

        Document #             Revision        Title
        133-004238_01          2.00a           Nokia MWU Integration Test Plan
        E10014774QE_E0         2.00a           [*] GHz Integrated Microwave Unit
                                               Specifications

3.0 ABBREVIATIONS

        ALC            Automatic Leveling Control
        DA             Driver Amplifier
        DC             Direct Current

        EEPROM         Electrically Erasable Programmable Read Only Memory
        FET            Field Effect Transistor
        HBT            Heterojunction Bipolar Transistor
        HDR            High Data Rate
        HPA            High Power Amplifier
        IF             Intermediate Frequency
        IM             Inter-Modulation
        IRM            Image Reject Mixer
        LM             Low Mode
        LNA            Low Noise Amplifier
        LO             Local Oscillator
        LYRA

        MM             Medium Mode

        MMIC           Microwave Monolithic Integrated Circuit
        MPA            Medium Power Amplifier
        MWU            Millimeter Wave Unit
        Rx             Receive
        SN             Serial Number


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<PAGE>
        Tx             Transmit
        VCO            Voltage Controlled Oscillator
        VVA            Voltage Variable Attentuator

4.0 APPENDIX 1 - PRODUCT DEFINITION

4.1     MILLIMETER WAVE SECTION

        Block diagrams of the millimeter wave section for each of the bands in
        development are shown in Figures 1 though 3. The millimeter wave section
        provides the following functionality:

              1)  An end frequency [*] consisting of a [*].

              2)  A receive section consisting of an [*].

              3)  A transmit section consisting of a [*].

        The millimeter wave section utilizes [*] integrated with a [*]. The
        MMICs are [*] on the brass through [*]. [*] is provided by [*] mounted
        on the [*]. [*] is provided by [*] mounted on the [*]as [*]. [*] is
        achieved with a [*] and via [*]. A [*] is used to make a [*] between the
        [*]. The [*] are [*].

4.2     LO SECTION

        Three [*] are to be used in the [*]. The designs will be fabricated
        using [*]. One [*] will cover the [*], a [*] will cover the [*], and the
        [*] and [*] will be covered with a [*]. The designs will employ a [*].
        [*] employ [*] operating in the [*] at [*]. The fundamental [*] is at
        [*] of [*], or [*]. At the [*], the fundamental [*], while the [*]. The
        [*] will have a [*] where the [*] may be accessed.


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<PAGE>
        Because the [*] is at the [*], with no additional [*], phase noise is
        [*]. Typical [*] at [*] GHz will be better than [*]. At the [*], the
        phase noise will be typically [*]. Typical phase noise for the [*] and
        [*] will be better than [*].

        Because of the [*], and the [*]achieved at the [*], a [*] are not
        required in the [*]. [*] is expected at the [*]. The [*] provide the
        necessary [*] to prevent [*] on the [*] and to keep the [*]. A [*] is
        used instead of a [*] to improve [*]. The [*] also provides excellent
        [*].

        The [*] has the additional advantage of an [*]. This elimination of a
        [*] should significantly reduce the possibility of [*].

4.3     RECEIVE SECTION

        The receive section is comprised of an [*]. The [*] is necessary to
        achieve [*]. An [*] follows the [*], and is located on the [*].

4.4     TRANSMIT SECTION

        The transmit section starts with the [*]. The modulator is followed by
        the [*]. The [*] includes an [*]. The output of the [*], which is used
        to [*]the [*]. The [*] is also used to produce a [*]. The [*] is
        positioned after the [*] to reduce the [*]. This is necessary to meet
        [*].

        The [*] includes the [*]. The WA's will be designed by[*], and are
        constructed with [*]. The WA model numbers are TBD, and are therefore
        labeled VVxxx in the block diagrams. Each [*]provides typically [*]. To
        obtain sufficient [*] to cover the [*], [*]. They are labeled [*] in the
        block diagrams. The [*]have been distributed to [*]. [*]. Because this
        VVA has a [*], its [*] can be closely controlled. Attenuation here,
        reduces [*]


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<PAGE>
        of the [*]*], thus improving [*]. By maintaining the [*]VVA in the [*],
        their [*]. The result is [*].

        After VVA1 has [*], the [*]. The chain is designed so that when [*],
        it's [*]. This is due to [*]. In this way, the [*] is controlled. As
        [*]. The result is improved [*].

        The [*] was chosen because it offers better [*] available. In some
        cases, the [*] may be [*]. Often, [*] require two [*]. The [*] includes
        an [*] at its [*] to enable [*].

        Table 1 lists each of the MMICs used in the Millimeter Wave Section with
        the corresponding process technology used. Current Budgets for each of
        the bands are shown in tables 2 through 4. Frequency Plans for each of
        the bands are listed in tables 5 through 8.

        Transmit chain analysis' for each band are shown in Figure's 4 through
        7. Nominal gains are assumed for all stages. [*]. The power levels are
        assumed to be [*]. Because the [*] will adjust the [*] to maintain a
        [*], the [*].

        Chain Analysis' for the [*] are shown is Figure's 8 through

4.5     DCIIF PRINTED CIRCUIT ASSEMBLY

        The DC/IF assembly provides the following functionality:

              1)  Mechanical/Electrical interface to customer for [*].

              2)  Non-volitile memory to contain: [*]

              3)  [*]

              4)  [*]


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              5)  [*]

              6)  [*]

              7)  [*]

        The DC/IF PCA is manufactured with a [*]. The [*] will be fabricated
        using [*]. The PCB [*].

        The incoming [*] are used directly to [*]. Voltage regulation of the
        [*], for all of the millimeter wave MMICs. [*] is provided for the [*].
        [*] is included for amplifiers requiring [*]. A [*] should the [*], or
        in the event of a [*]. An [*] is used to add [*].

        The [*] is compared against a [*] that is selectable for [*]. The [*] is
        established by a [*]. The [*] is provided to the customer as [*]. The
        [*] is [*]. This [*] functions to maintain a [*].

        The [*] starts at the [*] and includes [*]. [*] is controlled by [*].
        [*] is used to remove the [*] and to match the [*]. By matching the [*],
        the [*] at the [*]. This reduces the [*]. The [*] is followed by the
        [*]. These drivers have been designed to [*] as described above in the
        [*]. [*].

        Under [*], the [*] are driven to [*]. The [*] in the calibration table
        is selected to provide a [*] for the [*] that allows the [*] to meet the
        [*]. The [*] is proportional to the [*]. This difference [*].
        Alternatively, the [*] could be adjusted to improve [*]. However, this
        could [*]. The [*] stored in the [*] are chosen to satisfy the [*] and
        to optimize the [*].


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        Figure 14 is a functional block diagram of the DC/IF circuitry with
        I/O's.

4.6     MECHANICAL DESIGN

        The mechanical processes for assembly shall be the same as those used on
        the current production hardware. The electrical interface with the
        customer is provided through [*]. The electrical interface between the
        [*] is provided by [*]. The [*] are fastened together with screws. A
        mechanical exploded view is provided in Figure 15.

5.0     SUMMARY

        A compliance matrix has been generated against the class 2 requirements
        of specification E10014774QE_E0. Based on the analysis' performed of the
        [*], and [*], the Micro Wave Units to be developed by Endwave for the
        [*] shall be capable of meeting all class 2 requirements with sufficient
        margin for production manufacturing.

        [*]

                                 Figure 1 -[*] GHz Block Diagram

        [*]

                                Figure 2 - [*] GHz Block Diagram

        [*]




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                        Figure 3 - [*] GHz Block Diagram

      DEVICE                          [*]                            [*]
       [*]                             X
       [*]                             X
       [*]                             X
       [*]                             X
       [*]                             X
       [*]                             X
       [*]                             X
       [*]                             X
       [*]                             X
       [*]                                                            X
       [*]                                                            X
       [*]                                                            X
       [*]                                                          X [*]
       [*]                                                          X [*]
       [*]                                                          X [*]

                            Table 1 - MMIC Technology


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<PAGE>
                                                [*]
                                MMIC                    MEDIAN CURRENT (MA)
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   Total                                        [*]
                   Spec.                                        [*]
                   Margin                                       [*]

                        Table 2 - [*] GHz Current Budget

                                                [*]
                                MMIC                    MEDIAN CURRENT (MA)
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   Total                                        [*]
                   Spec.                                        [*]
                   Margin                                       [*]

                        Table 3 - [*] GHz Current Budget


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<PAGE>
                                                [*]
                                MMIC                    MEDIAN CURRENT (MA)
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   [*]                                          [*]
                   Total                                        [*]
                   Spec.                                        [*]
                   Margin                                       [*]

                        Table 4 - [*] GHz Current Budget


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<TABLE>
<CAPTION>
        [*] GHz          [*]Band Min       Max    [*]Band Min     Max
<S>                      <C>               <C>    <C>             <C>
        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]

        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]

        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]
</TABLE>

<TABLE>
<CAPTION>
        [*] GHz          [*]Band Min       Max    [*]Band Min     Max
<S>                      <C>               <C>    <C>             <C>
        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]

        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]

        [*]                      [*]       [*]         [*]        [*]
        [*]                      [*]       [*]         [*]        [*]
</TABLE>

                        Table 5 - [*] GHz Frequency Plan


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<TABLE>
<CAPTION>
        [*] GHz   [*]Band Min    Max    [*]Band Min    Max
<S>               <C>            <C>    <C>            <C>
        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]

        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]

        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]
</TABLE>

<TABLE>
<CAPTION>
        [*] GHz   [*]Band Min    Max    [*]Band Min    Max
<S>               <C>            <C>    <C>            <C>
        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]

        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]

        [*]               [*]    [*]          [*]      [*]
        [*]               [*]    [*]          [*]      [*]
</TABLE>

                        Table 6 - [*] GHz Frequency Plan

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<TABLE>
<CAPTION>
        [*] GHz        [*]Band Min         Max        [*]Band Min         Max
<S>                    <C>                 <C>        <C>                 <C>
        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]

        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]

        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]
</TABLE>

                        Table 7 - [*] GHz Frequency Plan

<TABLE>
<CAPTION>
        [*] GHz        [*]Band Min         Max        [*]Band Min          Max
<S>                    <C>                 <C>        <C>                  <C>
        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]

        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]

        [*]                    [*]         [*]             [*]             [*]
        [*]                    [*]         [*]             [*]             [*]
</TABLE>

                        Table 8 - [*] GHz Frequency Plan


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                                [*] GHz [*]Chain

[*]

                      Figure 4 - [*] GHz [*] Chain Analysis



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                                [*] GHz [*]Chain

[*]

                      Figure 5 - [*] GHz [*] Chain Analysis



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                                [*] GHz [*] Chain

[*]

                      Figure 6 - [*] GHz Tx Chain Analysis

                                [*] GHz [*] Chain

[*]

                      Figure 7 - [*] GHz [*] Chain Analysis


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                                   [*] GHz [*]

[*]

                      Figure 8 - [*] GHz [*] Chain Analysis


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                                   [*] GHz [*]

[*]

                      Figure 9 - [*] GHz [*] Chain Analysis


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                                [*] GHz [*] Chain

[*]

                     Figure 10 - [*] GHz [*] Chain Analysis


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                                       [*]


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                                [*] GHz [*] Chain

[*]

                     Figure 12 - [*] GHz [*] Chain Analysis


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                                [*] GHz [*] Chain

[*]

                   Figure 13 - [*] GHz [*] Chain Analysis [*]


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                                       [*]

            Figure 14 - DC/IF Printed Circuit Assembly Block Diagram


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      THIS FIGURE WILL BE ADDED ONCE THE DESIGN OF THE [*]MWU IS COMPLETED.

                      Figure 15 - Mechanical Exploded View


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[ENDWAVE LOGO]


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                         NOKIA [*]DEVELOPMENT AGREEMENT
                         APPENDIX 2 - MILESTONE SCHEDULE

                    NOKIA DEVELOPMENT CONTRACT - ESLNS03T733

                                UNCONTROLLED COPY

Except as may be otherwise provided by contract, this document or specification
   is the proprietary and confidential property of EndWave Corporation. It is
   issued in strict confidence and shall not be reproduced or copied or used
(partially or wholly) in any manner without prior, express written authorization
                            of EndWave Corporation.


<TABLE>
<S>               <C>                                               <C>
APPROVALS         [*], VP, Account Sales                            DATE: 8/7/03

                  [*], Director, Quality Assurance                  DATE: 8/7/03

                  [*], VP, Product Development                      DATE: 8/7/03

                  [*], Engineering Project Manager                  DATE: 8/7/03
</TABLE>

                                REVISION HISTORY

<TABLE>
<CAPTION>
REVISION         ECN         APPROVAL         DATE
--------         ---         --------         ----
<S>             <C>          <C>              <C>
   01           5147
   02           5158
</TABLE>


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1.0   PURPOSE

      The purpose of this document is to define and document the requirements of
      Appendix 2 for the Development Agreement (DA) between Nokia Networks and
      Endwave Corporation. This DA serves to develop a series of Microwave Units
      (MWUs) for use in the Nokia [*] products at [*] GHz, [*] GHz, [*] GHz, and
      [*] GHz. The [*]MWUs shall meet the class 2 level design requirements as
      called out in Nokia's "[*] GHz Integrated Microwave Unit Specifications",
      referenced below.

      Appendix 2 provides a check list of the specific deliverables for each of
      the product development phases for each band. Included with the identified
      deliverables is a description of the deliverable, completion criteria, the
      responsible party, due date for the deliverable, and the status to date.

2.0   REFERENCE DOCUMENTS

<TABLE>
<CAPTION>
      Document #         Revision      Title
      ----------         --------      -----
<S>                      <C>           <C>
      118646-01          Rev. 09       Full Scale Design and Development Control
      118646-02          Rev. 03       Phase 1 Exit Criteria Checklist
      118646-03          Rev. 03       Phase 2A Exit Criteria Checklist
      118646-08          Rev. 03       Phase 2B Exit Criteria Checklist
      118646-04          Rev. 04       Phase 3 Exit Criteria Checklist
      118646-05          Rev. 03       Phase 4 Exit Criteria Checklist
      118646-06          Rev. 01       Phase 5 Exit Criteria Checklist
      118646-07          Rev. 03       Design Review Record
      118646-09          Rev. 01       Development Process Modification Record
                         Rev. 3.2      Nokia Networks MW - Module Project APQP
                                       Requirements
      133-004238_01      2.00a         Nokia MWU Integration Test Plan
      E10014774QE_E0     2.00a         [*] GHz Integrated Microwave Unit
                                       Specifications

      120424-01          Rev. 02       Endwave Corporation Project Schedule for
                                       the [*]project
</TABLE>

3.0   PROJECT SPECIFIC MILESTONE DELIVERABLES (MILESTONE SCHEDULE)

This section divides the deliverables for each band of the project into separate
deliverables by phase. These deliverables are derived from the Nokia APQP
requirements document. As well, the deliverables have been tailored such that
they provide the required information to allow the Endwave development process
to be followed in parallel.


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      The Due Date for each deliverable represents the date for final completion
      of the task. These dates are derived from the Endwave Corporation Project
      Schedule 120424-01, [*]Project Schedule. In order to ensure deliverables
      of analysis and test data are complete and in an expected format, these
      type of deliverable will be provided [*] weeks prior to the Due Date. Of
      the [*]week window, [*] weeks is for a Nokia to initially review material.
      Then [*] weeks will be allotted for Endwave to incorporate any needed
      changes mutually agreed to from the preliminary review.


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3.1  MILESTONE DELIVERY SCHEDULE

<TABLE>
<CAPTION>
NO.  DESCRIPTION            DELIVERABLES                           COMPLETION CRITERIA         RESPONSIBLE     DUE DATE   STATUS
---  -----------            ------------                           -------------------         -----------     --------   ------
<S>  <C>                    <C>                                    <C>                         <C>             <C>        <C>
1    E1 milestone           -   Signed Development Agreement       A signed off and agreed     Nokia/Endwave   [*]
                            -   All appendices in support of       to development agreement
                                the development agreement          between Nokia and Endwave

2    [*]G PDR               -   Preliminary design review          Deliverables are received   Endwave         [*]
                                package                            and approved by Nokia
                            -   Preliminary design review report   Action points completed
                            -   Action point list

3    [*]G dfE               -   Preliminary environmental          Deliverables are received   Endwave         [*]
                                requirement report                 and approved by Nokia
                                  -Statement of Conformance to     Action points completed
                                  Nokia Substance List

                            -Nokia Material Data form

---  [*] GHZ                -----------------------------------    ---------------             ----------      --------   ------

4    [*] G E2 milestone     -   Updated Product Definition         Deliverables are received   Endwave         [*]
                            -   Design documentation package       and approved by Nokia
     (Combined E2 and E3          (Please see Project Plan for     Action points completed
     milestone.  No               more detail)
     prototypes are build   -   Updated Project Plan, Milestone
     in this development)         Schedule and Risk Management
                                  Plan
</TABLE>


REVISION: 02                                            PART NUMBER: 120336 - 01
                                                             PAGE: 4 OF 19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[ENDWAVE LOGO]


<TABLE>
<CAPTION>
NO.  DESCRIPTION            DELIVERABLES                           COMPLETION CRITERIA         RESPONSIBLE     DUE DATE   STATUS
---  -----------            ------------                           -------------------         -----------     --------   ------
<S>  <C>                    <C>                                    <C>                         <C>             <C>        <C>
                            -   Reliability validation plan
                                   -Derating requirements and
                                    table of results
                                   -Definition  of FIT analysis
                                    and calculation results
                                   -Definition of Thermal
                                    analysis and analysis
                                    results
                                   -Environmental test plan
                                   -Reliability test plan
                            -   Manufacturing plan
                                   -Manufacturability
                                   -Implementation plan
                                   -Production process flow,
                                    layout and machinery
                                   -Flexibility and lead-times
                                   -Ramp-up plan
                                   -Production responsibles
                            -   BOM
                                   -All parts and materials
                                    listed.
                                    See project plan for more
                                    detail
                            -   Cost driver report
                            -   Design validation (DV) plan
                                   -MWU test plan
                                   -Nokia MWU Integration test
                                    plan
                            -   Action point list

5    [*] G CDR              -   Critical design review package     Deliverables are received   Endwave         [*]
                            -   Critical design review report      and approved
</TABLE>


REVISION: 02                                            PART NUMBER: 120336 - 01
                                                             PAGE: 5 OF 19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[ENDWAVE LOGO]


<TABLE>
<CAPTION>
NO.  DESCRIPTION            DELIVERABLES                           COMPLETION CRITERIA         RESPONSIBLE     DUE DATE   STATUS
---  -----------            ------------                           -------------------         -----------     --------   ------
<S>  <C>                    <C>                                    <C>                         <C>             <C>        <C>
                            -   Action point list                  by Nokia
                                                                   Action points completed

6    [*] G DV units         -   [*] pcs [*] G DV units             Deliverables are received   Endwave         [*]
                                    -[*] [*]band                   and approved by Nokia
                                    -[*] l[*] band                 Action points are
                            -   DV Test report (total [*] pcs)     completed
                                    -MWU test report               Units tested and passed
                                    -Integration test report       DV test plan.
                                                                   Units are fully spec
                                                                   compliant

7    [*] G E4 milestone     -   Final Product Definition           Deliverables are received   Endwave         [*]
                            -   Final Design documentation         and approved by Nokia
                                package                            Action points completed
                            -   Process validation (PV) plan       Full compliance to
                                    -MWU test plan                 environmental requirements
                                    -Nokia MWU Integration test
                                     plan
                            -   Processes under validation
                            -   Process capability study
                            -   Updated manufacturing plan
                                    -Control plan
                                    -Production recovery plan
                                    -Forecasting/order procedure
                            -   Final Environmental requirement
                                report
                                    -Statement of Conformance to
                                     Nokia Substance List
                                    -Nokia Material Data form
                            -   Updated risk management plan
</TABLE>


REVISION: 02                                            PART NUMBER: 120336-01
                                                             PAGE 6 OF 19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[ENDWAVE LOGO]


<TABLE>
<CAPTION>
NO.  DESCRIPTION            DELIVERABLES                           COMPLETION CRITERIA         RESPONSIBLE     DUE DATE   STATUS
---  -----------            ------------                           -------------------         -----------     --------   ------
<S>  <C>                    <C>                                    <C>                         <C>             <C>        <C>
                            -   Cost driver report


8    [*] G PV units         -   [*] pcs [*] G PV units             Deliverables are received   Endwave         [*]
                                    -[*] [*]band                   and approved by Nokia
     1st delivery                   -[*][*] band                   Action points are
                            -   PV Test report                     completed
                                    -MWU test report               Units tested and passed
                                    -Integration test report       PV test plan.
                                                                   Units are fully spec
                                                                   compliant

9    [*] G PV units         -   [*] pcs [*] G PV units             Deliverables are received   Endwave         [*]
                                    -[*] [*]band                   and approved by Nokia
     2ndt delivery                  -[*] [*]band                   Action points are
                            -   PV Test report                     completed
                                    -MWU test report               Units tested and passed
                                    -Integration test report       PV test plan.
                                                                   Units are fully spec
                                                                   compliant

10   [*] G PV units         -   [*] pcs [*] G PV units             Deliverables are received   Endwave         [*]
                                    -[*] [*]band                   and approved by Nokia
     3rd delivery                   -[*] [*]band                   Action points are
                            -   PV Test report                     completed
                                    -MWU test report               Units tested and passed
                            -   -Integration test report           PV test plan.
                                                                   Units are fully spec
                                                                   compliant
</TABLE>


REVISION: 02                                            PART NUMBER: 120336-01
                                                             PAGE 7 OF 19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[ENDWAVE LOGO]


<TABLE>
<CAPTION>
NO.  DESCRIPTION            DELIVERABLES                           COMPLETION CRITERIA         RESPONSIBLE     DUE DATE   STATUS
---  -----------            ------------                           -------------------         -----------     --------   ------
<S>  <C>                    <C>                                    <C>                         <C>             <C>        <C>
11   [*] G E5 milestone     -   Updated Manufacturing plan         Deliverables are received   Endwave/Nokia   [*]
                                    -Updated control plan          and approved by Nokia
                                    -Manufacturing documentation   Action points completed
                                     package (Manufacturing        Full compliance to
                                     information)                  environmental requirements
                            -   Updated Risk management plan
                            -   Logistic model parameters
                            (Min/max values, stock implementation
                            plan)
                            -   Cost driver report
                            -   Action point list

---  [*] GHZ                    --------------------------------   ---------------             ----------      --------   ------

12   [*] G E2 milestone     -   Updated Product Definition         Deliverables are received   Endwave         [*]
                            -   Design documentation package       and approved by Nokia
                                (Please see Project Plan for more  Action points completed
                                detail)
                            -   Updated Project Plan, Milestone
                                Schedule and risk Management Plan
                            -   Reliability validation plan
                                    -Derating requirements and
                                     table of results
                                    -Definition of FIT analysis
                                     and calculation results
                                    -Definition of Thermal
                                     analysis and analysis
                                     results
                            -   -Environmental test plan
</TABLE>


REVISION: 02                                            PART NUMBER: 120336-01
                                                             PAGE 8 OF 19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[ENDWAVE LOGO]


<TABLE>
<CAPTION>
NO.  DESCRIPTION            DELIVERABLES                           COMPLETION CRITERIA         RESPONSIBLE     DUE DATE   STATUS
---  -----------            ------------                           -------------------         -----------     --------   ------
<S>  <C>                    <C>                                    <C>                         <C>             <C>        <C>
                                -Reliability test plan
                            -   Manufacturing plan
                                -Manufacturability
                                -Implementation plan
                                -Production process flow, layout
                                 and machinery
                                -Flexibility and leadtimes
                                -Ramp-up plan
                                -Production responsibles
                            -   BOM
                                -All parts and materials listed.
                                See project plan for more detail
                            -   Cost driver report
                            -   Design validation (DV) plan
                                -MWU test plan
                                -Nokia MWU Integration test plan
                            -   Action point list

13   [*] G CDR              -   Critical design review package     Deliverables are received   Endwave         [*]
                            -   Critical design review report      and approved by Nokia
                            -   Action point list                  Action points completed

14   [*] G DV units         -   [*] pcs [*] G DV units             Deliverables are received   Endwave         [*]
                                    -[*] [*]band                   and approved by Nokia
                                    -[*] [*]band                   Action points are
                             -  DV Test report (total [*] pcs)     completed Units tested
                                    -MWU test report               and
                                    -Integration test report
</TABLE>


REVISION: 02                                            PART NUMBER: 120336-01
                                                             PAGE 9 OF 19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[ENDWAVE LOGO]


<TABLE>
<CAPTION>
NO.  DESCRIPTION            DELIVERABLES                           COMPLETION CRITERIA         RESPONSIBLE     DUE DATE   STATUS
---  -----------            ------------                           -------------------         -----------     --------   ------
<S>  <C>                    <C>                                    <C>                         <C>             <C>        <C>
                                                                   passed DV test plan.
                                                                   Units are fully spec
                                                                   compliant

15   [*] G E4 milestone     -   Final Product Definition           Deliverables are received   Endwave         [*]
                            -   Final Design documentation         and approved by Nokia
                                package                            Action points completed
                            -   Process validation (PV) plan       Full compliance to
                                    -MWU test plan                 environmental requirements
                                    -Nokia MWU Integration test
                                     plan
                            -   Processes under validation
                            -   Updated Manufacturing plan
                                    -Control plan
                                    -Production recovery plan
                                    Forecasting/order procedure
                            -   Final Environmental requirement
                                report
                                    -Statement of Conformance to
                                     Nokia Substance List
                                    -Nokia Material Data form
                            -   Updated risk management plan
                            -   Cost driver report
                            -   Action point list

16   [*] G PV units         -   [*] pcs [*] G PV units             Deliverables are received   Endwave         [*]
                                    -[*] [*]band                   and approved by Nokia
     1st delivery                   -[*] [*]band                   Action points are
                            -   PV Test report                     completed Units tested
                                    -MWU test report               and passed PV test plan.
                                    -Integration test report       Units are fully spec
</TABLE>


REVISION: 02                                            PART NUMBER: 120336-01
                                                             PAGE 10 OF 19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
[ENDWAVE LOGO]


<TABLE>
<CAPTION>
NO.  DESCRIPTION            DELIVERABLES                           COMPLETION CRITERIA         RESPONSIBLE     DUE DATE   STATUS
---  -----------            ------------                           -------------------         -----------     --------   ------
<S>  <C>                    <C>                                    <C>                         <C>             <C>        <C>
                                                                   compliant

17   [*] G PV units         -   [*] pcs [*] G PV units             Deliverables are received   Endwave         [*]
                                -[*] [*]band                       and approved by Nokia
     2ndt delivery              -[*] [*]band                       Action points are
                            -   PV Test report                     completed Units tested
                                -MWU test report                   and passed PV test plan.
                                -Integration test report           Units are fully spec
                                                                   compliant

18   [*] G PV units         -   [*] pcs [*] G PV units             Deliverables are received                   [*]
                                -[*] [*]band                       and approved by Nokia
     3rd delivery               -[*] [*]band                       Action points are
                            -   PV Test report                     completed Units tested
                                -MWU test report                   and passed PV test plan.
                                -Integration test report           Units are fully spec
                                                                   complaint

19   [*] G E5 milestone     -   Updated Manufacturing plan         Deliverables are received   Endwave         [*]
                                -Updated control plan              and approved by Nokia
                            -   -Manufacturing documentation       Action points completed
                                package (Manufacturing             Full compliance to
                                information)                       environmental requirements
                            -   Updated Risk management plan
                            -   Logistic model parameters
                                (Min/max values, stock
                                implementation plan)
                            -   Cost driver report
</TABLE>


REVISION: 02                                            PART NUMBER: 120336-01
                                                             PAGE 11 OF 19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(ENDWAVE LOGO)



<TABLE>
<CAPTION>
NO.    DESCRIPTION           DELIVERABLES                               COMPLETION CRITERIA     RESPONSIBLE   DUE DATE     STATUS
---    -----------           ------------                               -------------------     -----------   --------     ------
<S>    <C>                   <C>                                        <C>                     <C>           <C>          <C>

                              -  Action point list

---    [*] GHZ               --------------------------                 -----------             -------       -------      -------

20     [*] G E2 milestone     -  Updated Product Definition             Deliverables are        Endwave       [*]
                              -  Design documentation package           received and approved
       (Combined E2 and E3       (Please see Project Plan for more      by Nokia
       milestone.   No           detail)                                Action points
       prototypes are         -  Updated Project Plan, Milestone        completed
       build in this             Schedule and Risk Management
       development)              Plan
                              -  Reliability validation plan
                                 -Derating requirements and table of
                                 results
                                 -Definition of FIT analysis and
                                 calculation results
                                 -Definition of Thermal analysis and
                                 analysis results
                                 -Environmental test plan
                                 -Reliability test plan
                              -  Manufacturing Plan
                                 -Manufacturability
                                 -Implementation plan
                                 -Production process flow, layout and
                                 machinery
                                 -Flexibility and leadtimes
                                 -Ramb-up plan
                                 -Production responsibles
                              -  BOM
</TABLE>


--------------------------------------------------------------------------------
             REVISION: 02                        PART NUMBER: 120336-01
--------------------------------------------------------------------------------
                                                      PAGE 12 OF 19
--------------------------------------------------------------------------------

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>
(ENDWAVE LOGO)



<TABLE>
<CAPTION>
NO.    DESCRIPTION           DELIVERABLES                               COMPLETION CRITERIA     RESPONSIBLE   DUE DATE     STATUS
---    -----------           ------------                               -------------------     -----------   --------     ------
<S>    <C>                   <C>                                        <C>                     <C>           <C>          <C>
                                 -All parts and materials listed. See
                                 project plan for more detail
                              -  Cost driver report
                              -  Design validation (DV) plan
                                 -MWU test plan
                                 -Nokia MWU Integration test plan
                              -  Action point list

21     [*] G CDR              -  Critical design review package         Deliverables are        Endwave       [*]
                              -  Critical design review report          received and approved
                              -  Action point list                      by Nokia
                                                                        Action points are
                                                                        completed

22     [*] G DV units         -  [*] pcs [*] G DV units                 Deliverables are        Endwave       [*]
                                 -[*] [*]band                           received and approved
                                 -[*] [*]band                           by Nokia
                              -  DV Test report (total [*] pcs)         Action points are
                                 -MWU test report                       completed
                                 -Integration test report               Units tested and
                                                                        passed DV test plan.
                                                                        Units are fully spec
                                                                        complaint

23     [*] G E4 milestone     -  Final Product Definition               Deliverables are        Endwave       [*]
                              -  Final Design documentation             received and approved
                                 package                                by Nokia
                              -  Process validation (PV) plan           Action points are
                                 -MWU test plan                         completed
                                 -Nokia MWU Integration test plan       Full compliance to
                              -  Processes under validation             environmental
                              -  Process capability study
</TABLE>


--------------------------------------------------------------------------------
             REVISION: 02                        PART NUMBER: 120336-01
--------------------------------------------------------------------------------
                                                      PAGE 13 OF 19
--------------------------------------------------------------------------------

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>
(ENDWAVE LOGO)



<TABLE>
<CAPTION>
NO.    DESCRIPTION           DELIVERABLES                               COMPLETION CRITERIA     RESPONSIBLE   DUE DATE     STATUS
---    -----------           ------------                               -------------------     -----------   --------     ------
<S>    <C>                   <C>                                        <C>                     <C>           <C>          <C>

                              -  Updated Manufacturing plan             requirements
                                 -Control plan
                                 -Production recovery plan
                                 Forecasting/order procedure
                              -  Final Environmental requirement
                                 report
                                 -Statement of Conformance to Nokia
                                 Substance List
                                 -Nokia Material Data form
                              -  Updated risk management plan
                              -  Cost driver report
                              -  Action point list

24     [*] G PV units         -  [*] pcs [*] G PV units                 Deliverables are        Endwave       [*]
                                 -[*] [*]band                           received and approved
       1st delivery              -[*] [*]band                           by Nokia
                              -  PV Test report                         Action points are
                                 -MWU test report                       completed
                                 -Integration test report               Units tested and
                                                                        passed PV test plan.
                                                                        Units are fully spec
                                                                        compliant
25     [*] G PV units         -  [*] pcs [*] G PV units                 Deliverables are        Endwave       [*]
                                 -[*] [*]band                           received and approved
       2nd delivery              -[*] [*]band                           by Nokia
                              -  PV Test report                         Action points are
                                 -MWU test report                       completed
                                 -Integration test report               Units tested and
                                                                        passed PV test plan.
                                                                        Units are fully spec
                                                                        compliant
</TABLE>


--------------------------------------------------------------------------------
             REVISION: 02                        PART NUMBER: 120336-01
--------------------------------------------------------------------------------
                                                      PAGE 14 OF 19
--------------------------------------------------------------------------------

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>
(ENDWAVE LOGO)



<TABLE>
<CAPTION>
NO.    DESCRIPTION           DELIVERABLES                               COMPLETION CRITERIA     RESPONSIBLE   DUE DATE     STATUS
---    -----------           ------------                               -------------------     -----------   --------     ------
<S>    <C>                   <C>                                        <C>                     <C>           <C>          <C>

26     [*] G PV units         -  [*] pcs [*] G PV units                 Deliverables are        Endwave       [*]
                                 -[*] [*]band                           received and approved
       3rd delivery              -[*] [*]band                           by Nokia
                              -  PV Test report                         Action points are
                                 -MWU test report                       completed
                                 -Integration test report               Units tested and
                                                                        passed PV test plan.
                                                                        Units are fully spec
                                                                        compliant

27     [*] G E5 milestone     -  Updated Manufacturing plan             Deliverables are        Endwave       [*]
                                 -Updated control plan                  received and approved
                                 -Manufacturing documentation           by Nokia
                                 package (Manufacturing                 Action points are
                                 information)                           completed
                              -  Updated Risk management plan           Full compliance to
                                 Logistic model parameters              environmental
                                 (Min/max values, stock                 requirements
                                 implementation plan)
                              -  Cost driver report
                              -  Action point list

---    [*] GHZ               --------------------------                 -----------             -------       -------      -------

27     [*] G E2 milestone     -  Updated Product Definition             Deliverables are        Endwave       [*]
                              -  Design documentation package           received and approved
       (Combined E2 and E3       (Please see Project Plan for more      by Nokia
       milestone.   No           detail)                                Action points
       prototypes are         -  Updated Project Plan, Milestone        completed
       build in this             Schedule and Risk Management
       development)
</TABLE>


--------------------------------------------------------------------------------
             REVISION: 02                        PART NUMBER: 120336-01
--------------------------------------------------------------------------------
                                                      PAGE 15 OF 19
--------------------------------------------------------------------------------

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>
(ENDWAVE LOGO)



<TABLE>
<CAPTION>
NO.    DESCRIPTION           DELIVERABLES                               COMPLETION CRITERIA     RESPONSIBLE   DUE DATE     STATUS
---    -----------           ------------                               -------------------     -----------   --------     ------
<S>    <C>                   <C>                                        <C>                     <C>           <C>          <C>
                              -  Plan
                              -  9Reliability validation plan
                                 -Derating requirements and table of
                                 results
                                 -Definition of FIT analysis and
                                 calculation results
                                 -Definition of Thermal analysis and
                                 analysis results
                                 -Environmental test plan
                                 -Reliability test plan
                              -  Manufacturing plan
                                 -Manufacturability
                                 -Implementation plan
                                 -Production process flow, layout and
                                 machinery
                                 -Flexibility and leadtimes
                                 -Ramp-up plan
                                 -Production responsibles
                              -  BOM
                                 -All parts and materials listed. See
                                 project plan for more detail
                              -  Cost driver report
                              -  Design validation (DV) plan

                                 -MWU test plan
                                 -Nokia MWU Integration test plan
                              -  Action pint list

29     [*] G CDR              -  Critical design review package         Deliverables are        Endwave       [*]
                              -  Critical design review report          received and approved
</TABLE>


--------------------------------------------------------------------------------
             REVISION: 02                        PART NUMBER: 120336-01
--------------------------------------------------------------------------------
                                                      PAGE 16 OF 19
--------------------------------------------------------------------------------

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>
(ENDWAVE LOGO)



<TABLE>
<CAPTION>
NO.    DESCRIPTION           DELIVERABLES                               COMPLETION CRITERIA     RESPONSIBLE   DUE DATE     STATUS
---    -----------           ------------                               -------------------     -----------   --------     ------
<S>    <C>                   <C>                                        <C>                     <C>           <C>          <C>
                              -  Action point list                      by Nokia

30     [*] G DV units         -  [*] pcs [*] G DV units                 Deliverables are        Endwave       [*]
                                 -[*] [*]band                           received and approved
                                 -[*] l[*] band                         by Nokia
                              -  DV Test report (total 20 pcs)          Action points are
                                 -MWU test report                       completed
                                 -Integration test report               Units tested and
                                                                        passed DV test plan.
                                                                        Units are fully spec
                                                                        compliant

31     [*] G E4 milestone     -  Final Product Definition               Deliverables are        Endwave       [*]
                              -  Final Design documentation package     received and approved
                              -  Process validation (PV) plan           by Nokia
                                 -MWU test plan                         Action points
                                 -Nokia MWU Integration test plan       completed
                              -  Processes under validation             Full compliance to
                              -  Process capability study               environmental
                              -  Updated Manufacturing plan             requirements
                                 Control plan
                                 -Production recovery plan
                                 Forecasting/order procedure
                              -  Final Environmental requirement
                                 report
                                 -Statement of Conformance to Nokia
                                 Substance List
                                 -Nokia Material Data form
                              -  Updated risk management plan
                              -  Cost driver report
</TABLE>


--------------------------------------------------------------------------------
             REVISION: 02                        PART NUMBER: 120336-01
--------------------------------------------------------------------------------
                                                      PAGE 17 OF 19
--------------------------------------------------------------------------------

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>
(ENDWAVE LOGO)



<TABLE>
<CAPTION>
NO.    DESCRIPTION           DELIVERABLES                               COMPLETION CRITERIA     RESPONSIBLE   DUE DATE     STATUS
---    -----------           ------------                               -------------------     -----------   --------     ------
<S>    <C>                   <C>                                        <C>                     <C>           <C>          <C>
                              -  Action point list

32     [*] G PV units         -  [*] pcs [*] G PV units                 Deliverables are        Endwave       [*]
                                 -[*] [*]band                           received and approved
       1st delivery              -[*] [*]band                           by Nokia
                              -  PV Test report                         Action points are
                                 -MWU test report                       completed
                                 -Integration test report               Units tested and
                                                                        passed DV test plan.
                                                                        Units are fully spec
                                                                        compliant

33     [*] G PV units         -  [*] pcs [*] G PV units                 Deliverables are        Endwave        [*]
                                 -[*] [*]band                           received and approved
       2nd delivery              -[*] [*]band                           by Nokia
                              -  PV Test report                         Action points are
                                 -MWU test report                       completed
                                 -Integration test report               Units tested and
                                                                        passed DV test plan.
                                                                        Units are fully spec
                                                                        compliant

34     [*] G PV units         -  [*] pcs [*] G PV units                 Deliverables are        Endwave        [*]
                                 -[*] [*]band                           received and approved
       3rd delivery              -[*] l[*] band                         by Nokia
                              -  PV Test report                         Action points are
                                 -MWU test report                       completed
                                 -Integration test report               Units tested and
                                                                        passed DV test plan.
                                                                        Units are fully spec
                                                                        compliant

35     [*] G E5 milestone     -  Updated Manufacturing plan             Deliverables            Endwave       [*]
</TABLE>


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AMENDED.


<PAGE>
(ENDWAVE LOGO)



<TABLE>
<CAPTION>
NO.    DESCRIPTION           DELIVERABLES                               COMPLETION CRITERIA     RESPONSIBLE   DUE DATE     STATUS
---    -----------           ------------                               -------------------     -----------   --------     ------
<S>    <C>                   <C>                                        <C>                     <C>           <C>          <C>
                                 -Updated control plan                  received and approved
                                 -Manufacturing documentation           by Nokia
                                 package (Manufacturing information)    Action points
                              -  Updated Risk management plan           completed
                              -  Logistic model parameters
                                 (Min/max values, stock
                                 implementation plan)
                              -  Cost driver report
                              -  Action point list
</TABLE>



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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
                               NOKIA [*]RISK PLAN
                            DATA AS OF 12 AUGUST 2003


<TABLE>
<S> <C>     <C>   <C> <C>     <C>     <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>      <C>      <C>     <C>        <C>    <C>
1   Medium  0.84  NA  [*]     [*]     0.6  0.5  0.9  1.0  0.3  0.1  0.3  0.9  [*]      [*]      [*]     [*]        Open   12-Aug-03

3   Medium  0.84  NA  [*]     [*]     0.7  0.6  0.7  1.0  0.3  0.1  0.5  0.7  [*]      [*]      [*]     [*]        Open   12-Aug-03

2   Medium  0.83  NA  [*]     [*]     0.3  0.5  0.9  1.0  0.3  0.1  0.7  0.9  [*]      [*]      [*]     [*]        Open   12-Aug-03

8   Medium  0.82  NA  [*]     [*]     0.8  0.5  0.5  1.0  0.1  0.7  0.7  0.3  [*]      [*]      [*]     [*]        Open   12-Aug-03
</TABLE>




120427-01r02a                      Page 1 of 3                         8/13/2003

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HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
                               NOKIA [*]RISK PLAN
                            DATA AS OF 12 AUGUST 2003

<TABLE>
<S> <C>     <C>   <C> <C>     <C>     <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>      <C>      <C>     <C>        <C>    <C>
10  Medium  0.82  NA  [*]     [*]     0.7  0.4  0.7  1.0  0.1  0.9  0.3  0.5  [*]      [*]      [*]     [*]        Open   12-Aug-03

11  Medium  0.82  NA  [*]     [*]     0.8  0.6  0.6  0.6  0.1  0.1  0.5  1.0  [*]      [*]      [*]     [*]        Open   12-Aug-03

4   Medium  0.82  NA  [*]     [*]     0.7  0.7  0.8  0.1  0.1  0.1  0.3  1.0  [*]      [*]      [*]     [*]        Open   12-Aug-03

9   Medium  0.82  NA  [*]     [*]     0.7  0.5  0.7  1.0  0.1  0.1  0.3  1.0  [*]      [*]      [*]     [*]        Open   12-Aug-03

7   Medium  0.77  NA  [*]     [*]     0.7  0.2  0.8  1.0  0.1  0.1  0.3  0.8  [*]      [*]      [*]     [*]        Open   12-Aug-03
</TABLE>


120427-01r02a                      Page 2 of 3                         8/13/2003

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HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
                               NOKIA [*]RISK PLAN
                            DATA AS OF 12 AUGUST 2003


<TABLE>
<S> <C>     <C>   <C> <C>     <C>     <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>      <C>      <C>     <C>        <C>    <C>
5   Medium  0.71  NA  [*]     [*]     0.5  0.5  0.3  0.8  0.1  0.1  0.5  0.9  [*]      [*]      [*]     [*]        Open   12-Aug-03

6   Medium  0.66  NA  [*]     [*]     0.8  0.3  0.3  0.5  0.1  0.1  0.2  0.9  [*]      [*]      [*]     [*]        Open   12-Aug-03
</TABLE>


120427-01r02a                      Page 3 of 3                         8/13/2003

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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



<PAGE>
(ENDWAVE LOGO)


                         NOKIA [*]DEVELOPMENT AGREEMENT
                            APPENDIX 3 - PROJECT PLAN

                     NOKIA DEVELOPMENT CONTRACT - ESLN03T733

                                UNCONTROLLED COPY


        Except as may be otherwise provided by contract, this document or
      specification is the proprietary and confidential property of EndWave
         Corporation. It is issued in strict confidence and shall not be
    reproduced or copied or used (partially or wholly) in any manner without
          prior, express written authorization of EndWave Corporation.



<TABLE>

<S>                <C>                                            <C>
                   [*], VP, Account Sales                         DATE: 8/7/03

                   [*], Director, Quality Assurance               DATE: 8/7/03

  APPROVALS        [*], VP, Product Development                   DATE: 8/7/03

                   [*], Engineering Project Manager               DATE: 8/7/03
</TABLE>


                                REVISION HISTORY
<TABLE>
<CAPTION>
   REVISION        ECN            APPROVAL         DATE
   --------        ---            --------         ----
<S>                <C>          <C>               <C>
      01           5147
      01           5158
</TABLE>



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1.0 PURPOSE

      The purpose of this document is to define and document the requirements of
      Appendix 3 for the Development Agreement (DA) between Nokia Networks and
      Endwave Corporation. This DA serves to develop a series of Microwave Units
      (MWUs) for use in the Nokia [*]and [*]products at [*] GHz, [*] GHz, [*]
      GHz, and [*] GHz. The [*]MWUs shall meet the class 2 level design
      requirements as called out in Nokia's "[*] GHz Integrated Microwave Unit
      Specifications", referenced below.

      The purpose of Appendix 3 is to define the Project Plan for the
      development of the [*]MWUs by Endwave. This plan will be written to
      fulfill the requirements of both Nokia Networks APQP and Endwave's Full
      Scale Design and Development Control Procedure.

2.0 REFERENCE DOCUMENTS

<TABLE>
<CAPTION>
Document #              Revision        Title
----------              --------        -----
<S>                     <C>             <C>
118646-01               Rev. 09         Full Scale Design and Development Control Procedure
118646-02               Rev. 03         Phase I Exit Criteria Checklist
118646-03               Rev. 03         Phase 2A Exit Criteria Checklist
118646-08               Rev. 03         Phase 2B Exit Criteria Checklist
118646-04               Rev. 04         Phase 3 Exit Criteria Checklist
118646-05               Rev. 03         Phase 4 Exit Criteria Checklist
118646-06               Rev. 01         Phase 5 Exit Criteria Checklist
118646-07               Rev. 03         Design Review Record
118646-09               Rev. 01         Development Process Modification Record
                        Rev. 3.2        Nokia Networks MW - Module Project APQP Requirements
133-004238_01           2.00a           Nokia MWU Integration Test Plan
E10014774QE_E0          2.00a           [*] GHz Integrated Microwave Unit Specifications
120424-01               Rev. 02         Endwave Corporation Project Schedule for the [*]project
120427-01               Rev. 02         [*]Risk Analysis
</TABLE>

3.0 APPENDIX 3 - PROJECT PLAN

3.1 PROJECT SCOPE

      The objective of this project is to redesign the [*] currently produced by
      Endwave to meet the performance requirements as defines in Nokia
      specification E10014774QE_E0. [*] wave bands, [*], and [*] GHz, are to be
      redesigned in this effort. The [*]MWUs shall meet the class 2 level design
      requirements. Each design will be form factor compliant with the current
      production MWU's. The project will include a software development effort
      to support

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      integration testing and qualification of the new MWU's in the [*]. Radio
      testing will be done to a depth and level mutually agreed to during the
      development effort.

      The integration test software at Endwave shall meet the requirements of
      Nokia MWU Integration Test Plan, document number 133-004238_00. Minor
      modifications are planned to the production test sets to incorporate new
      testing capability per the [*]specification. These changes will be defined
      during the development effort.

      The [*]MWU's shall be designed to conform with Nokia specific and new EU
      environmental directive (ROHS, WEE) requirements defined in Appendix 6.
      Implementation of all environmentally safe materials and processes shall
      occur in phases, and will fulfill the requisite timetables. For example,
      lead free PCB finish will be implemented in the initial design phase. Lead
      free solder and components will be incorporated at some secondary phase.

      Endwave does not expect the need to qualify any new processes for this
      design. Any changes in processes for the product are processes either
      Endwave or a subcontractor of Endwave has already qualified for use on
      standard product designs. Therefore, the only testing required on a
      new/changed process will be to ensure unit performance using the new
      process.


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3.2 ORGANIZATION OF THE PROJECT






                                  (FLOW CHART)








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<PAGE>
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3.3 PROJECT MANAGEMENT

3.3.1 PRODUCT DEVELOPMENT PROCESS

      A gate process will be used for the development of the [*]product. This
      process will follow both the Endwave Corporation Full Scale Design and
      Development Control Procedure, 118846-01, and the Nokia Networks MW -
      Module Project APQP Requirements. Both processes contain 6 steps for the
      development and production launch of a new product. The table below list 6
      typical steps to product development and how the phases Nokia's
      development approach correlate to Endwave's approach.
<TABLE>
<CAPTION>
  Step      Phase Name                                  Nokia Phase               Endwave Phase
  ----      ----------                                  -----------               -------------
<S>         <C>                                         <C>                       <C>
    1       Development Planning                        Phase 1                   Phase 1
    2       Engineering Design                          Phase 2                   Phase 2A
    3       Engineering Verification                    Phase 3                   Phase 2B
    4       Design Validation                           Phase 4                   Phase 3
    5       Production Validation                       Phase 5                   Phase 4
    6       Production Ramp                             Phase 6                   Phase 5
</TABLE>

      The scope and deliverables of each project phase is defined in the
      respective process plan(s), greater clarification of each phase is
      outlined later in this document. The following provides a high level
      overview of scope for each phase as it pertains to the [*]development
      project.

3.3.1.1 STEP I - DEVELOPMENT PLANNING / SUPPLIER QUALIFICATION

      During this phase a development agreement will be generated. This
      agreement will define how Nokia Networks and Endwave Corporation will work
      together in the development of the [*]product as described in the Project
      Scope section above. At the end of this phase both parties will mutually
      agree on a contractual Development Agreement, Product Definition, Project
      Plan, Project Milestone Deliverables, Quality Plan, Business Model,
      Environmental Model, and Contact List.

3.3.1.2 STEP 2 - ENGINEERING DESIGN / MIN - MODULE ARCHITECTURE AND DESIGN

      A development phase of the project where engineering design and analysis
      is conducted with the goal of meeting the product performance
      requirements. At the completion of this phase, a completed design of the
      MWUs will be done to a level to build Design Validation units.

3.3.1.3 STEP 3 - ENGINEERING VERIFICATION / PROTOTYPE PHASE

      Typically during this phase, prototype units are assembled and tested to
      verify their performance against expected performance based on analysis.
      On this project no prototype units will be assembled and tested. This
      phase will not be performed and any pertinent deliverables will be moved
      to another phase as detailed in later in this document and Appendix 2.


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3.3.1.4 STEP 4- DESIGN VALIDATION / DESIGN VALIDATION (DV)

      During the design validation phase, [*] yielded units per band ([*]) will
      be built and tested. These units will be put through varies test as
      planned to validate their performance against the Nokia Specification. At
      the completion of Integration Testing at Endwave. [*] of the units ([*])
      will be delivered to Nokia for system testing at Nokia in the [*]system.
      The project schedule/plan has allotted [2] weeks for the integration
      testing at Endwave. As well, the project schedule/plan has allotted [*]
      weeks for shipping, testing, analysis of the data, and responding to
      Endwave acceptance of the design. The total number of DV units built
      across the [*] bands will be [*] units, of which [*] units will be
      delivered to Nokia. The table below indicate the ship timeline for the
      delivery of the DV units.

3.3.1.5 STEP 5 - PRODUCTION VALIDATION / PROCESS VALIDATION

      The PV phase will consist of a larger pre-production lot size and will
      provide statistical yield analysis on all parameters to be measured in
      production. Integration testing based on a mutually agreed to integration
      test plan will also be included in this phase on a sample basis. [*] units
      from each of the four bands ([*]) will be supplied to Nokia. The total
      number of delivered PV units will be [*] each covering all [*] bands.
<TABLE>
<CAPTION>
                                                                    [*]
                Name             May  Jun  Jul  Aug  Sep  Oct  Nov  Dec  Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec
                ----             ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---
<S>                              <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>

Product Shipments
   [*] GHz
       Start DV Integration Test
       DV ([*] units)
       PV ([*] units)
           Ship [*] Units
           Ship [*] Units
           Ship [*] Units
   [*] GHz
       Start DV Integration Test
       DV ([*]units)
       PV ([*] units)
           Ship [*] Units
           Ship [*] Units                                                    *
           Ship [*] Units
   [*] GHz
       Start DV Integration Test
       DV ([*] units)
       PV ([*] units)
           Ship [*] Units
           Ship [*] Units
           Ship [*] Units
   [*] GHz
       Start DV Integration Test
       DV ([*] units)
       PV ([*] units)
           Ship [*] Units
           Ship [*] Units
           Ship [*] Units
</TABLE>


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3.3.2 PROJECT REVIEWS

      Monthly project reviews will be held throughout the development effort.
      Endwave shall hold these monthly to review progress of technical, cost,
      and schedule issues. A monthly report will also be delivered to Nokia via
      e-mail using an agreed to format.

3.4 PROJECT DESIGN AND MILESTONE REVIEWS

      During the development of the [*]product, design reviews will be held as
      mutually agreed necessary. At a minimum a Preliminary Design Review and a
      Critical Design Review shall be held for each band and an Exit Reviews by
      band. The following shows dates for the mandatory design reviews and Exit
      Gate Reviews.

<TABLE>
<CAPTION>
                                                     [*]
           Name                  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec  Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec
           ----                  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---
<S>                              <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>

Design Reviews
   [*] GHz
       PDR
       CDR
   [*] GHz
       PDR                                       *
       CDR
   [*] GHz
       PDR
       CDR
   [*] GHz
       PDR
       CDR
</TABLE>


                      Preliminary & Critical Design Reviews






<TABLE>
<CAPTION>
                                                     [*]
           Name                  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec  Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec
           ----                  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---
<S>                              <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
Gate/Milestones
   [*] GHz
       P1 Exit - E1
       P2 Exit - E2
       P4 Exit - E4
       P5 Exit - E5
   [*] GHz
       P1 Exit - E1
       P2 Exit - E2
       P4 Exit - E4
       P5 Exit - E5                                         *
   [*] GHz
       P1 Exit - E1
       P2 Exit - E2
       P4 Exit - E4
       P5 Exit - E5
   [*] GHz
       P1 Exit - E1
       P2 Exit - E2
       P4 Exit - E4
       P5 Exit - E5
</TABLE>


                          Project Gate Reviews by Band




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3.5   PROJECT DELIVERABLES

      Appendix 2 list the deliverables; in a check list format for the project,
      their delivery dates, completion criteria, responsible party, due date,
      and status. This section serves to better define those deliverables as
      they apply to the HDR effort, the expected content, list assumptions when
      appropriate, and clarify items that are not applicable to this development
      effort. Some deliverables are delivered, and then delivered later in the
      project as an update. For those updated deliverables that do not have
      additional scope, the definition of the deliverable is defined for it's
      first delivery with the same level on content to be delivered in
      subsequent deliveries.

3.5.1 SUPPLIER QUALIFICATION & CONTRACTING - MILESTONE E1

3.5.1.1 DEVELOPMENT AGREEMENT

      A development agreement will be generated and agreed to between Endwave
      Corporation and Nokia Networks.

3.5.1.2 DEVELOPMENT AGREEMENT EXHIBITS

      Several appendices will be generated in support of the DA. Below is a list
      of these appendices to support the DA.

      APPENDIX 1 Product definition including specifications

      APPENDIX 2 Milestone schedule

      APPENDIX 3 Project plan

      APPENDIX 4 Quality requirements

      APPENDIX 5 Business model

      APPENDIX 6 Mandatory environmental requirements

      APPENDIX 7 Contact list

3.5.2 MW MODULE ARCHITECTURE & DESIGN - MILESTONE E2

3.5.2.1 DESIGN DOCUMENTATION

      Endwave will generate a documentation package as follows.

      -     A complete detailed drawing package of the MWU for review at
            Endwave's facility.

      -     System level lineup analysis showing the anticipated performance of
            the MWU and expected variations due to temperature and chip lot to
            lot variations.

      -     Information on MMICs used to the level of a typical vendor data
            sheet.

      -     An updated compliance matrix noting any non-compliant issues.

      -     FMEA may be performed on any areas of mutually agreed to concerns as
            possible failure modes or quality issues.

RELIABILITY VALIDATION

FIT ANALYSIS

      Endwave will generate a MTBF analysis for the MWU and deliver a report
      showing the design meets specification for reliability.

      The MTBF calculations for new [*]transceivers will be performed to the
      requirements of Bellcore TR-332, with an environment [*], and a mounting
      surface temperature of [*].


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      Under this reliability study, the transceiver will consist of a [*] using
      conventional [*] and a [*] and other [*] mounted on a [*]. Thermal
      analysis for this assembly will assume [*].

      The individual MMIC devices will be analyzed at [*] using a [*] based on
      the total [*]. The resulting [*] for each chip will then be used to
      calculate the [*] used for the [A*] entered in the [*].

3.5.2.2.2 THERMAL ANALYSIS

      Endwave Corporation will provide a [*]values for all RF components.
      Devices will be assumed to be operating at a maximum power load and at a
      base plate temperature of [*]. Where available [*]will be arrived at using
      the manufacturer's thermal conductivity coefficient and power dissipation.
      Where no known thermal conductivity is known, a value based on [*]will be
      used.

3.5.2.2.3 MECHANICAL QUALIFICATION TESTING

      Endwave will perform extensive reliability and environmental tests in
      order to fully qualify the [*]product. Reliability and Environmental plans
      will be combined into one with the following specific tests to be
      performed.

      -     Storage and Operation in high and low temperature cycling
            environments. (Temperatures may range from [*])

      -     Non-Operation rapid thermal cycling between high and low
            temperatures. (Temperatures may range from [*])

      -     Non-Operation vibration and thermal shock. (Combination of sine and
            random profiles based on ETS standards)

      -     Combined Environmental test of rapid thermal cycling and vibration.
            ([*])

      -     Accelerated aging at [*] and for duration of no less than [*].

      -     Humidity testing will be performed per [*].

      Test plans will include a detail description of test to be performed,
      number of units tested under each environment, serial numbers of
      transceivers tested, and acceptance criteria for each test.

      Endwave believes by completing these test in conjunction with test to be
      performed for electrical performance and unit integration test, all of the
      environmental and reliability test requirements will be met.

3.5.2.2.4 FMEA

      At this time no FMEA is will be performed on this effort. FMEA may be
      performed on any areas of mutually agreed to concerns of possible failure
      modes or quality issues. If the need for such an analysis be required then
      it will be added to the project schedule.


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HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(ENDWAVE LOGO)

3.5.2.3 MANUFACTURING PLAN

      A manufacturing plan will be generated for the [*]product. For this first
      delivery the following will be included in the plan.

      -     Design manufacturability

            -     Design for testability (level of automation)

            -     Design for assembly (level of automation)

            -     Design flexibility (parts and material control between
                  variants)

            -     Yield targets

      -     Production line implementation plan (schedule)

      -     Preliminary production process flow

      -     Preliminary layout and machinery

      -     Production flexibility, lead time targets, etc. (module / component
            level)

      -     Stock replenishment capability

3.5.2.3.1 PFMEA

      At this time no PFMEA is will be performed on this effort. PFMEA may be
      performed on any areas of mutually agreed to concerns of possible failure
      modes or quality issues. If the need for such a analysis be required then
      it will be added to the project schedule.

      3.5.2.4 BOM

      Endwave will provide for review at their facility a complete and detailed
      BOM of the MWU. The BOM will highlight what components are determined to
      be sole source, application/customer specific, long lead, quality risk,
      low yield, or supplier risk.

3.5.2.5 COST DRIVER REPORT

      Endwave is obligated to notify any changes in material costs (bill of
      material) labor costs assembly/test cost and all other factors which have
      an effect on the product pricing. These changes shall be reviewed if so
      requested by either party.

3.5.2.6 RISK MANAGEMENT PLAN

      Endwave will generate a risk management plan. This plan will define the
      risk, assign a risk factor based on consequence and probability, the
      trigger point, determine the impact to the project, and discuss a
      mitigation plan.

3.5.2.7 PRELIMINARY DESIGN REVIEW

      A Preliminary Design Review (PDR) will be held at Endwave's facility. This
      PDR will cover the technical approach of all [*] bands and project plan at
      that point in time.

3.5.2.8 DESIGN VALIDATION (DV) PLAN

      The DV plan will be written in Phase 2 of the project and will be
      delivered as part of the E2 deliverables. This plan will be based on a
      test matrix describing the test to be performed, what number of units are
      to be measured, and the parameters to be tested.

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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(ENDWAVE LOGO)

         3.5.3  DESIGN VALIDATION (DV) - E4 MILESTONE

         3.5.3.1  DV UNITS DELIVERED

              [*] units from each of the [*] bands ([*]) will be supplied to
              Nokia as detailed in the project plan. Therefore the total number
              of delivered DV units will be [*] each.

         3.5.3.2  DV REPORT

              A DV report will be provided with the following information.

              -    A product capability analysis report for each of the bands.
                   This report will contain the measured performance of
                   approximately [*] units and statistical analysis of the data.

              -    Data and or plots of unit performance over temperature.
                   Number of units per band is approximately [*] each ([*]).

              -    Plots and data from Integration Testing using the Nokia
                   Flexihopper test setup. This testing will include
                   qualification in [*].

              -    Mechanical Qualification Report If any new processes are
                   required, a Process Capability analysis will be generated as
                   part of this deliverable.

         3.5.3.3  PROCESS VALIDATION (PV) PLAN

              A PV plan will be written. This plan will be based on a test
              compliance matrix describing the test required for PV. This matrix
              will also cover the number of units to be measured, and the
              parameters to be tested. As well as engineering test, some number
              of units will be tested using the Integration Test Set developed
              as part of this effort. Units will be tested for performance in
              both [*] systems as mutually agreed too.

         3.5.3.3.1  PROCESS CAPABILITY STUDY

              A list of any and all new process(s) to Endwave will be provided
              as well as a plan for qualification of identified new process(s).

         3.5.3.4  MANUFACTURING PLAN

              The manufacturing plan will be updated as need and the following
              content will be added for the [*]development effort:

         -    Control Plan

              o    Including measures of critical parameters and features

         -    Production Recovery Plan (Nokia Supplier Requirement)

         -    Capacity / Ramp -up Schedule

         -    Forecasting / Order Procedure for Incoming Material

         3.5.3.4.1 MANUFACTURING INFORMATION

              At the completion of this gate, all pertinent information to
              manufacture MWUs as mutually agreed will be stored on to a CD.
              This information will be handled and stored as agreed to in the
              Development Agreement.

         3.5.3.5  SHIPPING PACKAGING EVALUATION AND APPROVAL BY NOKIA

              Not applicable to this project due to similarity to the current
              production [*] product. The packaging and marking of the product
              will follow the same as used on the [*] today. Any slight
              variations to the specifics to the printing on the labels will be
              addressed as required through the weekly meetings.


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HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(ENDWAVE LOGO)

         3.5.3.6  ENVIRONMENTAL REQUIREMENTS

              Information will be provided as required, in Nokia's format, in
              order to meet environmental requirements. Please reference
              Appendix 6 for more detail.

         3.5.3.7  CRITICAL DESIGN REVIEW

              Due to the fact the this Prototype Phase is not being performed,
              the Critical Design Review will be held during the Design
              Validation phase.

         3.5.4  PROCESS VALIDATION (PV) - E5 MILESTONE

         3.5.4.1  PV UNITS DELIVERED

              [*] units from each of the [*] bands ([*]) will be supplied to
              Nokia as detailed in the project plan. Therefore the total number
              of delivered DV units will be [*] each for the entire HDR project.

         3.5.4.2  PV REPORT

                   A PV report will be provided with the following information.

         -    A product capability analysis report for each of the bands. This
              report will contain the measured performance of approximately [*]
              units and statistical analysis of the data.

         -    Data and or plots of unit performance over temperature. Number of
              units per band is [*].

         -    Plots and data from Integration Testing using the Nokia [*] test
              setup. This testing will include qualification in [*] ODU systems.

         -    If any new processes to Endwave are required, a Process Capability
              analysis will be generated as part of this deliverable.

         3.5.4.3  NOKIA INBOUND LOGISTICS MODEL AGREED

              Model parameters are agreed on.

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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(ENDWAVE LOGO)

         3.6  PROJECT INTERFACES

         In order to keep project flow smooth and continuous, the following
         defined interfaces are being established. These interfaces are the
         primary expected communication points; however, exchanges of
         communication are not to be limited to the designated interface or only
         to the following list.

<TABLE>
<CAPTION>
ROLE /                    ENDWAVE CORPORATION          NOKIA NETWORKS
RESPONSIBILITY            NAME     PHONE     E-MAIL    NAME     PHONE     E-MAIL
<S>                       <C>      <C>       <C>       <C>      <C>       <C>
All Contractual            [*]      [*]       [*]       [*]      [*]       [*]
Discussions
[*]Program Contact         [*]      [*]       [*]       [*]      [*]       [*]
[*]Technical Interface     [*]      [*]       [*]       [*]      [*]       [*]
Integration Test Set       [*]      [*]       [*]       [*]      [*]       [*]
Contact
[*]Program Ramp            [*]      [*]       [*]       [*]      [*]       [*]
</TABLE>

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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(ENDWAVE LOGO)

         3.7  RESOURCE PLAN

         3.7.1  PERSONNEL RESOURCE PLAN

              A resource plan identifying key personnel required to support this
              project has been generated. As part of defining the project team
              as shown in the section, Organization of the Project, each
              functional organization within Endwave was informed about the
              scope and timeline of the [*]development effort. During monthly
              Endwave internal project reviews, management of these various
              organizations will be updated about current and future needs of
              resources to support this project from kickoff to completion.

         3.7.2  EQUIPMENT RESOURCE PLAN

              With the recent completion of the Nokia Block II effort, and the
              ongoing production of [*], no significant additional equipment
              resources have been identified, except to support the upgrade of
              the Integration Test station. This equipment has been identified
              and budgeted for in the project budget.

         3.8  GANTT CHARTS

              As a means to track the progress of the development effort, a
              detailed project schedule has been generated in MS Project. A plot
              of the schedule in Gantt Chart format will be provided as an
              attachment to this document. This schedule will be updated
              regularly as required per the Endwave Full Scale Design and
              Development Process.

         3.9  PROTOTYPE REVISION MATURITY AND TOTAL QUANTITY (PLAN)

              Not applicable since no prototype units will be built for this
              project.

         3.10  CHIP LOTS AND REVISIONS USED

              This section covers new MMICs for the [*]project and addresses
              where they will come from in terms of lot and mask used. All
              unchanged MMICs will be kitted from Endwave's stock room as a
              standard part. [*] new MMICs are required across the [*] bands. In
              the building of the Design Validation units and Process Validation
              units, MMICs will be pulled from a collection of various
              engineering lots and production lots. Chips from the engineering
              lots will be fabricated on an engineering wafer mask. The
              following provides the anticipated plan for use of new MMICs:

         DESIGN VALIDATION BUILD:

         [* ]GHz:

                 -  PA MMIC, [*]- Engineering mask/lot

                 -  VVA ([*] per MWU) MMIC, [*]-Engineering mask/lot

                 -  VCO MMIC, [*]- Production parts / lot from [*]

         [*] GHz:

                 -  PA MMIC, [*]- Engineering mask/lot

                 -  VVA ([*] per MWU), [*]MMIC -Engineering mask/lot

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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(ENDWAVE LOGO)

                 -  MPA MMIC, [*]- Engineering mask/lot

                 -  VCO MMIC, [*]- Production parts / lot from [*]

         [*] GHz:

                 -  PA MMIC, [*]- Engineering mask/lot

                 -  VVA ([*] per MWU), [*]MMIC- Engineering mask/lot

                 -  MPA MMIC, [*]- Engineering mask/lot

                 -  VCO MMIC, 7 - Production parts / lot from [*]

         [*] GHz:

                 -  PA MMIC, [*]- Engineering mask/lot

                 -  VVA ([*] per MWU) MMIC, [*]- Engineering mask/lot

                 -  Driver ([*] per MWU) MMIC, [*]- Engineering mask/lot

                 -  Driver, ([*] per MWU) MMIC, [*]- Screened production parts
                    lot from [*]

                 -  VCO MMIC, [*]- Production parts / lot from [*]

         PROCESS VALIDATION BUILD:

         [*] GHz:

                 -  PA MMIC, [*]- Production parts / lot(s) from [*]

                 -  VVA ([*] per MWU) MMIC, - Production parts/ lot(s) from [*]

                 -  VCO MMIC, - Production parts / lot from [*]

         [*] GHz:

                 -  PA MMIC, [*]- Production parts / lot(s) from [*]

                 -  VVA ([*] per MWU), [*]MMIC -Production parts/ lot(s) from
                    [*]

                 -  MPA MMIC, - Production parts / lot(s) from [*]

                 -  VCO MMIC, - Production parts / lot from[*]

         [*] GHz:

                 -  PA MMIC, [*]- Production parts / lot(s) from [*]

                 -  VVA ([*] per MWU), [*]-Production parts/ lot(s) from [*]

                 -  MPA MMIC, [*]- Production parts / lot(s) from [*]

                 -  VCO MMIC, [*]- Production parts / lot(s) from [*]

         [*] GHz:

                 -  PA MMIC, [*]- Production parts / lot from [*]

                 -  VVA ([*] per MWU) MMIC, [*]- Production parts / lot(s) from
                    [*]

                 -  Driver ([*] per MWU) MMIC, [*]- Production parts / lot(s)
                    from [*]

                 -  Driver, ([*] per MWU) MMIC, [*]- Engineering mask/lot &
                    Production parts / lot(s) from [*]

                 -  VCO MMIC, [*]- Production parts / lot from [*]

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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            1(5)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks

         3.11  PARTS AND MATERIALS USED

         The design of the [*]product will be very similar to that of the
         current production [*] product. The new design will [*] to brass using
         an [*] on top for protection and [*]. A primarily [*]will attach to the
         carrier assembly. The PCB will use [*] similar to that of the current
         production product.

         The [*] will change from the current [*] to a [*]. The [*] will be from
         a make up from what is used at Endwave on other products already. At
         the time of product launch, especially for the [*] & [*] GHz bands,
         Endwave will use [*] and/or solder in the final design configuration.

         3.12  MANUFACTURING PROCESS(ES) USED

         No new manufacturing process to Endwave / [*] will be used in the
         design of the [*] product. The new plating on the [*]PCB will be one
         that has been used at Endwave for over 10 years. As well, Endwave is
         considering a change of the material used for lamination of the[*].
         Should this change occur, the material and process used will be one
         that has already been fully developed and qualified at Endwave.

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AMENDED.

<PAGE>
(ENDWAVE LOGO)

                        DEVELOPMENT AGREEMENT RELATING TO

                         THE DEVELOPMENT OF [*] GHZ MWUS

                                NOKIA CORPORATION

             (REPRESENTED THROUGH ITS NOKIA NETWORKS BUSINESS GROUP)

                                       AND

                               ENDWAVE CORPORATION

                        APPENDIX 4. QUALITY REQUIREMENTS

Version                   Date              Prepared By           Modifications

   A                   28.1.2003                [*]               First version
   B                    9.6.2003                [*]               Chapter 6, 8


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AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            3(5)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks


                 QUALITY REQUIREMENTS AND WORKMANSHIP STANDARDS

1.   QUALITY SYSTEM REQUIREMENTS

         Parts design development and planned manufacturing processes and their
         development shall follow the guidelines of the Endwave Quality System,
         which shall meet at a minimum, the applicable requirements of ISO 9001,
         Nokia Supplier Requirements and Nokia specific requirements as set
         forth in this appendix.

2.   CHANGE MANAGEMENT

         Endwave is not entitled to change the Specification(s) (incl. customer
         specification(s), agreed upon internal specification(s) or the raw
         materials used in the Deliverable(s), when they affect any form, fit or
         function of the Part without a prior consent from Nokia.

         Any such Engineering Change Request during the project after Design
         Validation and/or Manufacturing Process Validation or any part thereof
         shall be brought forward to the Nokia Project Manager. Any such
         Engineering Change Request after the project final acceptance shall be
         brought forward to the agreed upon contact at Nokia.

3.   QUALITY PLANNING ACTIVITIES

         A Project Plan shall be prepared for the design, prior to any major
         design change, and manufacturing development/change activity. Any such
         Project Plan shall be brought to Nokia's attention. The Project Plan
         shall include all APQP requirements set forth by Nokia. [*].

         Endwave shall ensure that all resources responsible for the Project
         Plan activities are available during the project and that all activity
         planning is in compliance with Nokia's targets. Endwave is responsible
         for reviewing the Project Plan status on a regular basis and updating
         it as necessary. Any deviation; from the plan shall be notified to
         Nokia.


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<PAGE>
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                                                                            4(5)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks

4.   CONTINUOUS QUALITY IMPROVEMENT

         The target for service, design and product delivery shall be defect
         free operations.

         Endwave shall generate plans for achieving such targets. These plans
         shall be available for Nokia review upon request.

         Endwave shall continuously monitor the improvement targets to verify
         the effectiveness of the improvement plans. Endwave shall be able to
         demonstrate of verification of results.

5.   CONTROL PLAN

         All key process control parameters and key product characteristics
         shall be documented in product and product line specific, incl.
         subcontractor(s) Control Plans, which shall be available to Nokia upon
         request. Endwave shall update these Control Plans to continuously
         reflect the current manufacturing situation. The Control Plans shall
         form one basis for targeting specific continuous quality improvements.

6.   QUALITY INSPECTION

         Endwave shall deliver defect free parts in accordance with the quality
         requirements, guidelines and standards set forth in clause 8 of this
         appendix. The LOCAL BUYER is entitled to perform incoming quality
         inspection on the part(s) before they are received to the consigned
         inventory and to return defected part(s) to Endwave.

         The LOCAL BUYER is entitled to perform quality inspection on the
         part(s) as they are taken from the consignment stock for production and
         to return the part(s) to the Endwave if they are found defected.

         If any defected part(s) is found in production at LOCAL BUYER the LOCAL
         BUYER is entitled to exchange any such part for a good part from the
         consignment stock at any time.


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HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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<PAGE>
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                                                                            5(5)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks

7.   QUALITY REPORTING

         Endwave shall submit the following reports to Nokia on a continuous
         basis or upon request:

<TABLE>
<CAPTION>
            REPORT / DOCUMENT                               FREQUENCY / DEADLINE
<S>                                                         <C>
            Control Plan (for each product and product      TBD
            line, incl. subcontractor

            Returns/claims status and corrective            TBD
            action reports
</TABLE>

8.   PRODUCT SPECIFIC QUALITY REQUIREMENTS/QUALITY STANDARDS

         Endwave shall meet product specific quality requirements and follow the
         guidelines set forth in the following Nokia Quality Standards

         NEMS:  NOKIA ELECTRONICS & MECHANICAL STANDARDS (instructions and
         standards for use in mechanical design and manufacture).

         NESS:  NOKIA ELECTRONICS STANDARDS & SPECIFICATIONS.

         (instructions and standards that are to be adhered to when defining and
         using materials and electronic components).

         EAU/EAR:

         (general Nokia standards relating to both electrical and mechanical
         sub-contract assembly).

         MIL (-STD):  MILITARY STANDARD (US)


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                                                                            6(5)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks

         APPLICATION
         HIGH FREQUENCY TRANSCEIVERS:

<TABLE>
<CAPTION>
                   MIL                                              IPC
<S>                                                                 <C>
        [*]                                                         [*]
        [*]                                                         [*]
        [*]
        [*]
        [*]
        [*]
        [*]
        [*]
        [*]
        [*]
        [*]
        [*]
</TABLE>

<TABLE>
<CAPTION>
                   NEMS                            NESS                      EAU
<S>                                                <C>                       <C>
                   [*]                             [*]                       [*]
                                                   [*]
                                                   [*]
                                                   [*]
                                                   [*]
                                                   [*]
                                                   [*]
</TABLE>

Note 1:  Notwithstanding the above, the use of [*].

9.   DISCLAIMER

         Neither the presence of Nokia's representatives nor any express or
         implied acceptance of e.g. work, materials, components, equipment or
         method of manufacture nor the fact that Nokia or its representatives
         has not brought any defect or deficiency to the attention or Endwave or
         his representatives shall relieve Endwave from its obligations under
         this Appendix to perform according to and to meet all requirements set
         out in the Agreement or prejudice any warranty to Nokia under the
         Agreement.


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AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            1(3)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 5 ]
Nokia Networks

                        DEVELOPMENT AGREEMENT RELATING TO

                         THE DEVELOPMENT OF [*] GHZ MWUS

                                NOKIA CORPORATION

             (REPRESENTED THROUGH ITS NOKIA NETWORKS BUSINESS GROUP)

                                       AND

                               ENDWAVE CORPORATION

                           APPENDIX 5. BUSINESS MODEL

<TABLE>
<CAPTION>
        Version              Date            Prepared By          Modifications
<S>                        <C>               <C>                  <C>
           A               1.5.2003              [*]              First version
           B               9.6.2003              [*]              Chapter 1, 3
</TABLE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            2(3)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 5 ]
Nokia Networks

BUSINESS MODEL FOR DEVELOPMENT AND MANUFACTURING OF [*] GHZ MICROWAVE UNITS

         1.   DEVELOPMENT FEE

         The development fee payments are in accordance to the agreed
Milestones.

<TABLE>
<S>                                                              <C>
                      [*] GHz E1                                 [*] USD
                      [*] GHz E1                                 [*] USD
                      [*] GHz E1                                 [*] USD
                      [*] GHz E1                                 [*] USD
                      [*] GHz E5                                 [*] USD
                      [*] GHz E5                                 [*] USD
                      [*] GHz E5                                 [*] USD
                      [*] GHz E5                                 [*] USD
</TABLE>

         2.   [*]  GHZ PRICES

         DEVELOPMENT

Design Validation Units (DV)  - [*]  pcs per frequency band         [*] USD/Unit
Production Validation Units (PV) - [*]  pcs per frequency band      [*] USD/Unit


         Additional DV-Units shall be available for the price of [*] USD/Unit.

         NOT TO EXCEED PRICES FOR CUMULATIVE ORDER VOLUMES ([*] GHZ)

          [*] pcs                                      [*] USD/Unit
          [*] pcs                                      [*] USD/Unit


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
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<PAGE>
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                                                                            3(3)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks


         3.   PRODUCT COST STRUCTURE

         Endwave is obligated to notify any changes in

         -  material costs (bill of material)

         -  labour costs

         -  assembly/test cost

         and all other factors which have an effect on the Product pricing.
         These changes shall be reviewed if so requested by either Party.

         4.   MINIMUM DELIVERY CAPABILITY, REQUESTED ACCORDING TO THE FORECAST
              AND ORDERING PROCEDURE, IS AS FOLLOWS ([*] GHZ COMBINED):

<TABLE>
<CAPTION>
          YEAR                 [*]                [*]               [*]
<S>                            <C>                <C>               <C>
          Volume               > [*]              > [*]             > [*]
          capability           units/week         units/week        units/week
</TABLE>

         This Agreement constitutes [*] Product(s) from Developer. Developer
         agrees, at Nokia's separate request, to sell Product(s) to Nokia in
         accordance with the Purchase Agreement. Any and all purchases under
         the Purchase Agreement are at all times [*].

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            1(7)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 6 ]
Nokia Networks

                        DEVELOPMENT AGREEMENT RELATING TO

                         THE DEVELOPMENT OF [*] GHZ MWUs

                                NOKIA CORPORATION

             (REPRESENTED THROUGH ITS NOKIA NETWORKS BUSINESS GROUP)

                                       AND

                               ENDWAVE CORPORATION

          APPENDIX 6. MANDATORY ENVIRONMENTAL REQUIREMENTS FOR PRODUCTS

                        DELIVERED TO NOKIA NETWORKS (NET)

<TABLE>
<CAPTION>
        Version            Date              Prepared By          Modifications
<S>                      <C>                 <C>                  <C>
       Revision A        1.5.2003                [*]              First version
</TABLE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            2(7)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 6 ]
Nokia Networks

   TABLE OF CONTENTS

1.  Purpose and scope..........................................................3
2.  General....................................................................3
3.  Requirements...............................................................4
  3.1      Substances requirements.............................................4
    3.1.1       Nokia Substance List...........................................4
    3.1.2       Material content information...................................4
  3.2      Solder requirements.................................................4
  3.3      Requirement of providing information on substances used in Product..5
  3.4      Requirement of symbol indicating need for separate collection.......5
  3.5      Information on the Date of placing on the market....................5
  3.6      Re-use and Recycling................................................5
  3.7      Separate disassembly................................................5
  3.8      Battery requirements................................................6
    3.8.1       Substance requirement..........................................6
    3.8.2       Marking and documentation......................................6
  3.9      Transportation packaging requirement................................6
4.  Exhibites..................................................................7

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            3(7)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks


1.   PURPOSE AND SCOPE

         This document describes the environmental requirements ("Environmental
         Requirements") which are mandatory according to the agreed upon
         schedule. These Environmental Requirements are applicable to any and
         all products delivered to Nokia by supplier (the "Product").

2.   GENERAL

         Nokia Networks (NET) aims to minimise the environmental impacts of
         communication networks by systematically considering environmental
         issues in product design. The mandatory environmental requirements
         described in this document are based on NET environmental goal areas
         (e.g. environmentally relevant substances) and legislative
         requirements.

3.   SCHEDULE AND DELIVERABLES OF REQUIREMENTS

<TABLE>
<CAPTION>
         NO.  TASK AND DELIVERABLES                        RESPONSIBLE  DUE DATE
<S>           <C>                                          <C>          <C>
          1   Delivery of information, no compliance is    EW           [*]
              required

              Delivery of "Statement of Conformance to
              Nokia Substance List"

          2   Delivery of information, no compliance is    EW           [*]
              required.

              Delivery of "Nokia Material Data form"

          3   Full compliance to ROHS requirements         EW           [*]

              Update and delivery of "Statement of
              Conformance to Nokia Substance List"

              Update and delivery of "Nokia Material Data
              form"
</TABLE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            4(7)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks

4.   REQUIREMENTS

4.1      SUBSTANCES REQUIREMENTS

4.1.1    Nokia Substance List

         All the products, parts and modules supplied to Nokia Networks shall be
         compliant with the Nokia Substance List (EXHIBIT A). Please read the
         cover letter carefully. Statement of Conformance to Nokia Substance
         List (EXHIBIT D) is delivered to Nokia according to schedules given in
         chapter 3.

                  References

                  -    Proposal for a Directive of the European Parliament and
                       of the Council on the restriction of the use of certain
                       hazardous substances in electrical and electronic
                       equipment (RoHS)

                  -    other Nokia requirements

4.1.2    Material content information

         The supplier shall provide Nokia with [*]. Nokia Material Data Form is
         delivered to Nokia according to schedules given in chapter 3.

         When the Material Data Form is to be filled by a subcontractor of the
         supplier, all Nokia-logos and other Nokia-references must be deleted
         from the Material Data Form by the supplier prior to delivery of the
         Material Data Form to such subcontractor.

                  References:

                  -    Proposal for a Directive of the European Parliament and
                       of the Council on the restriction of the use of certain
                       hazardous substances in electrical and electronic
                       equipment (RoHS)

                  -    Proposal for a Directive of the European Parliament and
                       of the Council on waste electrical and electronic
                       equipment (WEEE)

                  -    Nokia Substance List

4.2      SOLDER REQUIREMENTS

         Product shall in all respect be designed and manufactured to be
         compliant with lead-free process by [*]. Please find below the NET
         Leadfree Specification, which shall be used as a reference guideline,
         and information slideset.

                  [ICON]                    [ICON]
            NET_Leadfree_Spec.       "Leadfree Update for
                   pdf                Suppliers_160902.pd

                  Reference:

                  -    Proposal for a Directive of the European Parliament and
                       of the Council on the restriction of the use of certain
                       hazardous substances in electrical and electronic
                       equipment (RoHS)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            5(7)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks

4.3      REQUIREMENT OF PROVIDING INFORMATION ON SUBSTANCES USED IN PRODUCT

         Environmentally relevant substances and the information of their
         locations in the Product shall be stated in the product documents.
         Environmentally relevant materials are defined in the Nokia Substance
         List (please see chapter 3.1). Upon Nokia's request, but no sooner than
         [*], Seller shall provide material declaration for Product using the
         template in Exhibit C.

                  Reference:

                  -   Proposal for a Directive of the European Parliament and of
                      the Council on waste electrical and electronic equipment
                      (WEEE)

                  -   Nokia Substance List

4.4      REQUIREMENT OF SYMBOL INDICATING NEED FOR SEPARATE COLLECTION

         [*]

4.5      INFORMATION ON THE DATE OF PLACING ON THE MARKET

         [*]

4.6      RE-USE AND RECYCLING

         [*].

4.7      SEPARATE DISASSEMBLY

         As a minimum the substances, preparations and components defined in
         Proposal for a Directive of the European Parliament and of the Council
         on waste electrical and electronic equipment and adantment (WEEE),
         Annex II, have to be removed from products in their end-of-life phase.
         Thus, the removal of these substances, preparations and components
         shall be enabled.

                  Reference:

                  -    Proposal for a Directive of the European Parliament and
                       of the Council on waste electrical and electronic
                       equipment and adantment (WEEE)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            6(7)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 4 ]
Nokia Networks

[*]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>
(NOKIA LOGO)

                                                                            7(7)

Development Agreement No. [ESLN03T733]                   Confidential
Appendix [ 6 ]
Nokia Networks

5.   EXHIBITS

EXHIBIT A)  NOKIA SUBSTANCE LIST:

   [LINK TO DOC "NOKIA SUBSTANCE LISV-3.XLS"]

EXHIBIT B)  MATERIAL DATA FORM TEMPLATE PROVIDED BY NOKIA:

   [LINK TO DOC MDFV5-01.XLS]

EXHIBIT C) MATERIAL DECLARATION TEMPLATE PROVIDED BY NOKIA:

   [LINK TO DOC "MAT DECLARATION TEMPLATE.DOC"]

EXHIBIT D)  STATEMENT OF CONFORMANCE TO NOKIA SUBSTANCE LIST:

     [LINK TO DOC S-O-CONFORMANCE_NSLV3.0.XLS"]



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)

                                                                            1(2)

Development Agreement No. [ESLNS03T733]     Confidential
Appendix [7]
Nokia Networks

                        DEVELOPMENT AGREEMENT RELATING TO

                         THE DEVELOPMENT OF [*] GHZ MWUS

                                     BETWEEN

                                NOKIA CORPORATION
             (REPRESENTED THROUGH ITS NOKIA NETWORKS BUSINESS GROUP)

                                       AND

                               ENDWAVE CORPORATION

                            APPENDIX 7. CONTACT LIST

<TABLE>
<CAPTION>
VERSION            DATE                PREPARED BY                 MODIFICATIONS
<S>              <C>                   <C>                         <C>
   A             28.1.2003                 [*]                     FIRST VERSION

   B             23.5.2003                 [*]                          [*]
</TABLE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)

                                                                            2(2)

Development Agreement No. [ESLNS03T733]             Confidential
Appendix [7]
Nokia Networks

CONTACT INFORMATION FOR [*] GHZ MICROWAVE UNIT PROJECT

<TABLE>
<CAPTION>
      CONTACT     TITLE/RESPONSIBILITY       PHONE      E-MAIL
<S>               <C>                        <C>        <C>
ENDWAVE

[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]
[*]               [*]                                   [*]
[*]                                                     [*]
[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]

NOKIA

[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]
[*]               [*]                        [*]        [*]
</TABLE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)

                                                                           1(27)

IP Mobility Networks (IMN)        MWU Specifications                 Approved
[*]                               21.01.2003
[*]                               Confidential



[*] GHZ INTERGRATED MICROWAVE UNIT SPECIFICATIONS

<TABLE>
<CAPTION>
Version          Date                Author       Modified items/Remarks
<S>              <C>                 <C>          <C>
0.01a            13.08.1997          [*]          All frequency bands combined to 1 document, 0 (text), 1.1, 1.2, 1.3,
draft                                             1.4, 1.8, 1.9, 1.10, 1.16, 1.19.2, 1.24, 1.28, 2.1, 2.2,
                                                  2.3, 2.5, 2.7, 2.8, 2.9, 2.14.1, 2.15, 3.1, 3.2.6, 3.3,
                                                  3.3.5, 3.3.8, 3.3.8.1, 3.3.9, 4.1, 4.2 4.3, 4.5, 4.7, 4.10,
                                                  4.11, 4.12, 4.14, 4.15, 4.16, 5.6, 5.7, 6.2, 6.2.1, 6.2.2,
                                                  6.4, 6.9.5

0.01b            15.08.1997          [*]          0 (text, picture), 1.11, 1.12, 1.13, 1.14, 1.19.2, 2.1, 2.2, 2.3,
draft                                             2.4, 2.6, 2.12, 2.14.1, 3.2, 3.2.3, 3.2.6, 3.3, 3.3.8, 3.3.8.1,
                                                  4.1, 4.2, 4.9, 4.14, 4.15, 4.15.1, 4.15.2, 4.15.3, 5.6, 6.2, 6.4.2

0.01             18.08.1997          [*]          1.1, 3.2.3

0.02             01.09.1997          [*]          Format of the document changed, 0 (text), 1.9, 1.9.1, 1.9.2,
                                                  1.29, 2.15, 3.3 (note), 3.3.8.1 (note), 3.3.9, 4.14, 4.15, 4.15.1, 4.15.2,
                                                  4.16, 4.17

0.03             03.09.1997          [*]          0 (text), 1.5 (note), 2.7, 2.8, 2.13, 2.14, 3.2.2, 3.2.6, 4.11,
                                                  4.12, 4.14, 6.4

0.04             22.10.1997          [*]          1.9.3 Note 1, 1.2.5, 1.26, 1.27, 2.2, 2.3, 2.12, 3.2.1, 5.2, 6.3,
                                                  6.4

0.05             07.11.1997          [*]          1.19.2 Note 2, 3.3.1, 5.2, 6.4.2, 6.8

0.06             12.11.1997          [*]          0, 1.29, 2.5, 2.9, 6.4.2, 6.9

0.07             26.11.1997          [*]          2.15, 4.13, 6.9

0.08             23.02.1998          [*]          3.2.3 note 2, 3.3.1, 3.3.8.1, 4.2.1, 6.9.5

0.09             25.02.1998          [*]          2.5, 2.6, 2.13, 2.14, 4.1, 4.2, 6.9.5

0.10             05.03.1998          [*]          4.2.1, 6.9.5

0.11             20.03.1998          [*]          1.1, 1.9.2 (note), 1.9.3 (note 2), 3.3.8 (note 3), 4.2.1

0.12             07.04.1998          [*]          1.9.2 (note), 1.25, 2.1, 2.9 (note), 2.13, 3.3.8 (note 3), 4.1
                                                  (note), 4.2 (note 2), 4.2.1 (note 1), 4.14, 4.15, 4.17

0.13             15.04.1998          [*]          4.1.1

0.14             21.04.1998          [*]          0, 1.1, 2.2, 4.1, 4.2

0.16             22.05.1998          [*]          0, 1.9.2 (note), 1.9.3, 1.25, 2.2, 3.2.2, 3.2.3, 4.5 (note added),
                                                  4.15.2, 4.17, 6.4 (note added)

0.17             01.07.1998          [*]          1.19.1, 3.2.3 (figure), 3.2.6 (note 1), 4.13.1, 5.6, 5.8 (note)

0.18             19.08.1998          [*]          2.5, 4.4.1, 4.8.1, 4.16.1, 4.17.1

0.19             18.09.1998          [*]          1.6, 2.11, 2.15, 3.3.4, 4.2.1, 4.13, 4.14

0.20             28.09.1998          [*]          Abbreviation MWU changed to mw module, 0. (related documents list)
                                                  1.19.1, 1.23 (document number), 4.5 (note 2), 4.13.1
                                                  (document number), 6.2 (document number in note 1)

0.21             25.11.1998          [*]          0 (rel doc), 2.2.1, 2.5, 2.6, 2.9, 3.2.2, 3.2.3 (note 1 &
                                                  picture), 5.2, 6.2

0.22             01.02.1999          [*]          1.1 ([*]), 2.2.1 [*]), 4.13.1 [*]
</TABLE>



--------------------------------------------------------------------------------
Prepared:         Checked:            Approved:                 Document Id:
[*]               [*]                 [*]                       E10014774QE_E0
                  21.01.2003          21.01.2003



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)

                                      SPECIFICATION                        2(17)
NET/IMN/Kilo Site R&D                                        Rev 5.2
Hans Somerma                          08.10.2001             E10013984RE_C2



\\Esgroup001\Groups3\HDR\Projects\HW\MWU\Specifications\e10014774qed_e0.doc




--------------------------------------------------------------------------------
mwu_eeprom_data_rev52.doc            Checked by:                  Approved by:
                                     08.10.2001 Kve               08.10.2001 MPI

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)

                                                                           3(27)
IP Mobility Networks (IMN)                 MWU Specifications         Approved
[*]                                        21.01.2003
[*]                                        Confidential



<TABLE>
<CAPTION>
Version          Date                Author       Modified items/Remarks

<S>              <C>                 <C>          <C>
0.23             08.02.1999          [*]          Document Id added, E10014774QE_00

0.24             09.02.1999          [*]          3.2.7 (Itx and Qtx polarity)

0.25             10.02.1999          [*]          Header/footer updated

0.26             15.02.1999          [*]          0 (Related documents version)

0.27             17.03.1999          [*]          0 (Related documents version), 1.1 ([*]), 1.9.3 (physical
                                                  place of the note), 3.3.8 (wording of note 3), 4.5 (zero
                                                  setting clarified in note 2), 6.2 (wording of note), 6.4
                                                  (1.6 deleted, 2.11 updated).

0.28             16.04.1999          [*]          2.15 & 4.13 (antenna filter characteristics)

0.29             24.05.1999          [*]          5.6 (DET_CTRL1 & DET_CTRL2 pin allocation swapped)

0.30e            08.06.1999          [*]          1.5 (note added)

0.30             22.06.1999          [*]          2.2 (updated [*])

0.31             06.04.2000          [*]          6.4 ([*]

0.32             31.05.2000          [*]          0 (Related documents version), 1.9.1 from 10 ms to 5 ms,
                                                  NOT APPROVED

0.33             27.10.2000          [*]          1.1, 4.1, and 4.2 added for [*]GHz

0.34             05.12.2000          [*]          Notes removed, 0 (Related documents, mechanical drawings), 1.1,
                                                  1.5.1, 1.11, 1.19.1, 1.23, 2.1, 2.2.1, 2.6.2, 2.7, 2.15, 3.3,
                                                  3.3.8, 4.1, 4.4.1, 4.8.1, 4.10, 4.11, 4.12, 4.13, 4.16.1, 4.17.1, 5.1.2,
                                                  5.3.2, 5.8, 6.2. Approved.

1.00             30.03.2001          [*]          Version numbers added, 0 (Adding of classes, updating related
(D0)                                              documents), 1.1, 1.5, 1.5.1, 1.16, 1.19.1, 1.19.2, 1.24, 1.29,
                                                  2.1, 2.1, 2.2.1, 2.3, 2.5, 2.6, 2.6.1, 2.12, 2.13, 2.14, 2.15, 3.1, 3.2.3,
                                                  3.3, 3.3.8, 4.1, 4.1.1, 4.2.1, 4.3, 4.9, 4.11, 4.13, 4.13.1, 5.1.1, 5.6, 5.7,
                                                  6.4, 6.5, 6.6., 6.7, 6.8. Approved.

1.01             20.11.2001          [*]          0 (Related documents version), 1.1, 1.5, 1.5.1, 1.16, 1.19.1, 1.19.2,
(D1)                                              1.24, 2.2, 2.2.1, 2.3, 2.5, 2.6, 2.6.1, 2.8, 2.9, 2.15, 3.1, 3.2.6, 4.1.1,
                                                  4.11, 4.13, 4.13.1, 5.1.2, 5.3.2, 5.6, 5.7, 6.4. Approved.

1.02             22.08.2002          [*]          0 (Related documents versions) 1.1 (added [*]GHz
(D2)                                              modified), 1.11, 2.1, 3.3, 4.1.1, 4.2.1, 5.1.1, 5.2, 5.7, 5.8,
                                                  6.7 Approved

1.03d            20.12.2002          [*]          1.16, 4.2.1, 5.1 Changed, 5.1.3 added
(D3)

1.04d            17.01.2003          [*]          4.2.1 38 GHz class 2&3 changed
(D4)

2.00a            21.01.2003          [*]          4.14 changed, Approved
</TABLE>


                  Approved   14   / 8   2003
                           ------  ---

                  --------------------                    ---------------------
                  Nokia                                   Supplier

                  This specification describes the microwave module as an
                  integrated module.


--------------------------------------------------------------------------------
                                                                  Document Id:
                                                                  E10014774QE_E0


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
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                                                                           4(27)

IP Mobility Networks (IMN)    MWU Specifications                 Approved
[*]                           21.01.2003
[*]                           Confidential



0.       GENERAL

<TABLE>
<S>  <C>                                             <C>                 <C>
The microwave module consists of:

1)   An [*] as needed.

2)   An [*].

3)   An [*].

4)   [*].

5)   [*].

6)   [*].

7)   [*].

8)   The package for the whole microwave module.

9)   Non-volatile memory to contain: [*]

The end frequency interfaces will be [*] and all other
interfaces will be [*].

The purpose of the divider chain is to [*].

Operation of microwave module must enable [*].

RELATED DOCUMENTS:

1)   Non volatile memory contents                                        E10013984RE_C2

2)   Microphonics test setup                                             E10013978QE_00

3)   Maximum dimensions, drawings                    [*] GHz             K10000636RE_A0
                                                     [*] GHz             K10000416RE_A1
                                                     [*] GHz             K10000410RE_B1
                                                     [*] GHz             K10000409RE_B1

4)   Environmental conditions and environmental tests for
     telecommunication equipment.                    ETSI EN 300 019-2-4 V2.1.2 (1999-09)

5)   Environmental conditions and environmental tests for
     telecommunication equipment, transportation     ETSI EN 300 019-2-2 V2.1.2 (1999-09)
</TABLE>



--------------------------------------------------------------------------------
                                                                  Document Id:
                                                                  E10014774QE_E0

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
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                                                                           5(27)
IP Mobility Networks (IMN)         MWU Specifications       Approved
[*]                                21.01.2003
[*]                                Confidential

            Below is one possible solution for the microwave module topology:
      [*]

      All connectors are "multipin connectors" as described in detailed
      mechanical drawing. See Specification item 6.2

      [*] as in the table below:


<TABLE>
<CAPTION>
         Frequency band                        WG-flange or Coaxial connector
<S>                                            <C>
            [*] GHz                                          [*]
            [*] GHz                                          [*]
            [*] GHz                                          [*]
            [*] GHz                                          [*]
            [*] GHz                                          TBD
</TABLE>

         A multipin connector will be used for
                        - [*]
                        - [*]
                        - [*]
                        - [*]
                        - [*]
                        - [*]
                        - [*]
                        - [*]
                        - [*]
                        - [*]
                        - [*]
                        - [*]


--------------------------------------------------------------------------------
                                                                  Document Id:
                                                                  E10014774QE_E0

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
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                                                                           6(27)

IP Mobility Networks (IMN)      MWU Specifications                 Approved
[*]                             21.01.2003
[*]                             Confidential





                        - [*]
                        - [*]


                  There shall be [*] of at least [*] on all the contact surfaces
                  of the connectors.

                  TBD (to be determined) means in this document that the
                  specification is not yet known and is under discussion.
                  Proposals from both sides will be taken into account but the
                  specification shall be agreed on based on mutual understanding
                  and shall be accepted by Nokia.

                  Must/goal statement means that the decision shall be made by
                  Milestone E2.

                  The supplier has to take into account [*]when verifying the
                  specifications. This applied mainly for TX output power. The
                  verified [*]shall be the reading of the [*].

                  The microwave modules can be divided into three classes
                  depending on intended use.

                  Class 1: Intended for use with [*].

                  Class 2: Intended for use with [*].

                  Class 3: High performance microwave module intended for use
                  with [*].


--------------------------------------------------------------------------------
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<PAGE>
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                                                                           7(27)
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1.       OSCILLATOR RELATED ISSUES

       1.1 Frequency bands

<TABLE>
<CAPTION>
         Frequency band        TX carrier frequencies, MHz                                       Duplex spacings
         --------------        ---------------------------                                       ---------------
<S>                            <C>                                     <C>                       <C>
                               [*] Band                                [*] Band
         [*] GHz               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
                               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
         [*] GHz               [*]                                     [*]                       [*] MHz
</TABLE>


         These are transmitter "carrier" frequencies. In addition allowance for
         modulation has to be made in the TX/RX amplifiers.

<TABLE>
<CAPTION>
                    Class           Allowance for modulation
                    -----           ------------------------
<S>                 <C>             <C>
                    1 & 2                    [*] MHz
                      3                      [*] MHz
</TABLE>


         In the case of several duplex spacings in one frequency band ([*] GHz,
         [*] GHz, [*] GHz, [*] GHz, [*] GHz), one mw module should work with as
         many duplex spacings as possible.

         1.2 - 1.3 Deleted

         1.4. Temperature stability


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                                         SPECIFICATION                     8(17)
NET/IMN/Kilo Site R&D                                         Rev 5.2
Hans Somerma                             08.10.2001           E10013984RE_C2



         The temperature stability must be good enough to enable operation at
         any frequency. See temperature range in specification item 6.4.


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                                                                           9(27)
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<TABLE>
<S>                                                       <C>
         1.5  Pulling by:
                         muting (at end frequency):       Class 1:       [*] kHz,       Goal [*] kHz
                                                          Class 2 and 3: [*] kHz
                         nominal [*]                      See figure 1 (specification item 1.5.1)

         1.5.1 Crosstalk by nominal [*]to RX_IF
                         Class 1 and 2:   DC...[*] MHz                                    [*] dBc
                         Class 3:         DC...[*] MHz                                    [*] dBc
</TABLE>

         Pulling and crosstalk specification is ratio of spurious sideband
         [*]level to IF level. It is measured from the [*] (specification 2.1).
         Applied [*]are [*] between them.

         [*]

         1.6. - 1.7. Deleted

         1.8. [*]

         1.9. df/dU for each VCO at diveder output (TX_FDIV): for DC tuning
         voltage enough to cover the band. The df/dU for DC voltage has to be
         [*].


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                           [*]

                           DC slope is [*]

                           AC slope is [*]
                                 can be adjusted for different bands (even
                                 individually if necessary)

         1.9.1  Time constant R2C2                                    [*] ms

         1.9.2  Input impedance Zin to the TX_TUNE port               [*] k ohm

         The phase angle of Zin must be [*] kHz (verification by analysis).

         1.9.3. df/dU for each VCO at divider output (TX_FDIV) for AC tuning
                voltage ([*]):


<TABLE>
<CAPTION>
         Frequency band, GHz            Minimum %/V                 Maximum%/V
         -------------------            -----------                 ----------
<S>                                     <C>                         <C>
         [*]                            [*]                         [*]
         [*]                            [*]                         [*]
</TABLE>

         The AC tuning slope is specified here in units % of operating center
         frequency fo per volt. This can be calculated from the final TX
         frequency as well as from the TX_FDIV frequency.

         1.10. Tuning voltage to varactor (TX_TUNE)       Needed         [*] V
                                                          Allowed        [*] V

         Needed range means normal operation and allowed range means voltage
         that might be generated e.g. during startup. Allowed range is must not
         harm the VCO or varactor and must not cause e.g. startup problems or
         breakdown effects.

         1.11. Maximum current of TX_TUNE                                [*]

         1.12. - 1.14.   Deleted

         1.15. Tuning connector                                          [*]


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         1.16. Phase noise (after multiplication),

<TABLE>
<CAPTION>
         Frequency band, GHz   10 kHz from       100 kHz from          1 MHz from         20 MHz from
                               carrier           carrier               carrier            carrier
         -------------------   -----------       ------------          ----------         -----------
<S>                            <C>               <C>                   <C>                <C>
         [*] Class 1           [*] dBc/Hz        [*] dBc/Hz            [*] dBc/Hz         Not specified
         [*] Class 1           [*] dBc/Hz        [*] dBc/Hz            [*] dBc/Hz         Not specified
         [*] Class 2           [*] dBc/Hz        [*] dBc/Hz            [*] dBc/Hz         [*] dBc/Hz
         [*] Class 2           [*] dBc/Hz        [*] dBc/Hz            [*] dBc/Hz         [*] dBc/Hz
         [*] Class 3           [*] dBc/Hz        [*] dBc/Hz            [*] dBc/Hz         [*] dBc/Hz
         [*] Class 3           [*] dBc/Hz        [*] dBc/Hz            [*] dBc/Hz         [*] dBc/Hz
</TABLE>

         Noise floor of the VCO shall be low enough not to degrade the noise
         performance of the downconverter due to any leakage in the module.

         The specified points define the mask for the phasenoise. VCO phase
         shall decrease outside the specified points.

         1.17. - 1.18. Deleted

         1.19. Spurious outputs around VCO-carrier signal

         1.19.1. Ripple modulation in any power supply voltage ([*] kHz)
                                                    Class 1: [*]
                                                    Class 2: [*]
                                                            [*]
                                                    Class 3: [*]
                                                             [*]
         1.19.2. Spurious signals

<TABLE>
<CAPTION>
         Frequency band, GHz          Spurious frequencies             Spurious level
         -------------------          --------------------             --------------
<S>                                   <C>                              <C>
         [*] GHz Class 1:             [*]                              [*]
         [*] GHz Class 2:             [*]                              [*]
         [*] GHz Class 3:             [*]                              [*]
         [*] GHz Class 1:             [*]                              [*]
         [*] GHz Class 2:             [*]                              [*]
</TABLE>

         CW signals (spurious frequencies range in table above) of [*] are to be
         fed to the power supply voltages during the measurements. [*] more near
         the carrier.

         1.20. - 1.22. Deleted

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         1.23. Microphonics

                  Nokia microphonics specification for the complete outdoor unit
                  is E10013978QE_00.

                  This item is tested by Nokia at system level. The VCO must
                  meet this system level specification tested and approved by
                  Nokia.

                  In case of significant changes in the mw module mechanical and
                  electrical construction, the effect of the modifications on
                  the system level microphonics performance must be verified and
                  approved by Nokia.

                  The supplier shall on a sample basis monitor that the
                  performance does not degrade.

         1.24. Phase hits

                  VCO must meet the Nokia system level specification for
                  residual bit errors during temperature cycling. See
                  temperature cycling. See temperature ranging in specification
                  item 6.4.

                  Maximum frequency jump during cycling
                                    Class 1:                            [*] kHz
                                    Class 2 and 3:                      [*] kHz

                  This item is finally tested and approved by Nokia at system
                  level. Supplier must during development be able to show and
                  verify that basic design meets this specification.

                  Phase hits are sudden changes in the output signal that are
                  caused e.g. by bad contacts and thermal expansion or
                  mechanical stresses expiring.

         1.25     Output power after frequency divider               [*] dBm

         1.26     Divider output nominal impedance                   [*] ohm

         1.27     Divider output return loss                         [*] dB

         1.28     Divider output frequency                           [*] GHz


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         1.29.        Division ratio

<TABLE>
<CAPTION>
         Frequency band, GHz                Possible division ratios; Transmit carrier
                                            frequency / Divider output frequency
         -------------------                ------------------------------------------
<S>                                         <C>
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
</TABLE>

         The output matching can be negotiated. The design has to be able to
         drive a PLL circuit (e.g. LMX 2330A).

         SW will read the division ratio from the non-volatile memory.


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2.       LNA / IR MIXER RELATED ISSUES

         2.1 RX_IF center frequencies


<TABLE>
<CAPTION>
         Frequency band, GHz                RX_IF center frequency, MHz
         -------------------                ---------------------------
<S>                                         <C>
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
</TABLE>

         2.2 Spurious signals in RX_IF.  Measured with no input to the receiver.
                           Class 1 and 2: [*] MHz                        [*] dBm
                           Class 3: [*] MHz                              [*] dBm

         2.2.1 Spurious signals outside [*] (Class 3)
                           Frequency range: [*] GHz                      [*] dBm

         2.3. RX_IF return loss [*] (Class 3))
                                                          Class 1 and 2  [*] dB
                                                          Class 3        [*] dB

         2.4. RX_IF connector                                            [*]

         2.5. Total RX gain (frequency, temperature)


<TABLE>
<CAPTION>
         Frequency band, GHz                RX gain, dB
         -------------------                -----------
<S>                                         <C>
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
         [*]                                [*]
</TABLE>

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                                         SPECIFICATION                    15(17)
NET/IMN/Kilo Site R&D                                            Rev 5.2
Hans Somerma                             08.10.2001              E10013984RE_C2


<TABLE>
<S>                                         <C>
         [*]                                [*]
</TABLE>

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         2.6. RF_in RF maximum level (<1 dB compression)


<TABLE>
<CAPTION>
                 Class     RF maximum level
                 -----     ----------------
<S>                        <C>
                   1       [*]
                   2       [*]
                   3       [*]
</TABLE>

         2.6.1. Third order intermodulation results for
                      Class 1 and 2                                Not specified
                      Class 3                 [*]                  [*]
                      Class 3                 [*]                  [*]

         Measured with a two-tone test, the individual sine wave tone levels are
         [*] each.

         2.6.2 Maximum input level to the RF_in (no damage)          [*] dBm

         2.7. Total RX gain variation [*] MHz                      [*] dB

         2.8 Total RX group delay variation
                      Class 1 and 2           [*] MHz              [*] ns
                      Class 3                 [*] MHz              [*] ns

         2.9. Mw module total RX NF

<TABLE>
<CAPTION>
              Frequency band, GHz                      Mw module total RX NF, dB
              -------------------                      -------------------------
<S>                                                    <C>
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
              [*]                                      [*]
</TABLE>

         The internal TX/RX isolation of the mw module must be good enough, so
         that the transmitter does not degrade these numbers (wide band thermal
         noise components). The needed isolation depends on the chosen topology
         and can be [*] dB.

         2.10. Image frequency rejection without diplexer          [*] dB

         2.11. RX return loss                                      [*] dB

         2.12. Gain stability over frequency                       [*] dB


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                                         SPECIFICATION                    17(17)
NET/IMN/Kilo Site R&D                                            Rev 5.2
Hans Somerma                             08.10.2001              E10013984RE_C2


         2.13 Gain stability over temperature (vs. T = 25(degree)C)     [*] dB



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         2.14. total gain stability, (frequency and temperature)        [*] dB

         This should be as good as possible to allow good accuracy in
         determining input level based on measurement at IF.

         2.14.1 RX stability bandwidth                    [*]

         2.15 CW signal spurious mixing conversion gain to [*], relative to the
              main signal.

<TABLE>
<CAPTION>
        Frequency range                  Relative conversion gain of the mw module
        ---------------                  -----------------------------------------
<S>                                      <C>          <C>            <C>             <C>
                                         [*] GHz      [*] GHz        [*] GHz         [*] GHz
        [*]                              [*] dB       [*] dB         [*] dB          [*] dB
        [*]                              [*] dB       [*] dB         [*] dB          [*] dB
        [*]                              [*] dB       [*] dB         [*] dB          [*] dB
        [*]                              [*] dB       [*] dB         [*] dB          [*] dB
        [*]                              [*] dB       [*] dB         [*] dB          [*] dB
        [*]                              [*] dB       [*] dB         [*] dB          [*] dB
        [*]                              [*] dB       [*] dB         [*] dB          [*] dB
        [*]                              [*] dB       [*] dB         [*] dB          [*] dB
</TABLE>


         [*] can any frequency in the list in item 1.1 (either [*]depending on
         the mw module) and is the actual LO frequency of the mw module during
         the measurement. The sign (+ or -) in [*] is selected so that it gives
         the actual receiver frequency according to the list in item 1.1.
         Frequency [*].

         The input level of the CW signal is [*] dBm.


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3.       TX MODULATOR RELATED

         3.1 Transmitter subbands       As in specification item 1.1 plus [*]
                                        MHz (Class 1 and 2), [*] MHz
                                        (Class 3) allowance for modulation

         3.2 [*]:

         3.2.1 Impedance (must be DC-coupled), nominal [*] ohm     [*] ohm

         3.2.2 Return loss to a [*] ohm reference, [*] MHz         [*] dB

         3.2.3 Input level, nominal                                [*] mYpp

         [*]. Source impedance is [*]. If the return loss of the mw module
         changes, the input level at the interface will change accordingly from
         the nominal value [*]to approximately [*].

         [*].

         Class 2 and 3: The level may also change [*] dB [*]. When using [*]the
         reference level is kept constant and [*]. This increases the maximum
         [*]to [*] mYpp.

         [*]

         3.2.4 Mixer [*]                                           [*] dB

         3.2.5 Mixer [*]                                           [*] degr

         3.2.6 Needed [*].                                         [*] mA

         Maximum allowed [*].                                      [*] mA

         The specifications 3.2.4 and 3.2.5 shall be fulfilled in the biased
         operating condition. In biased operating condition, [*]is as specified
         in item 4.13.1.


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         3.2.7 [*].

         [*]

         3.3 ENV_MEAS ([*]) logic levels
                                                    CMOS           Low [*] V
                                                                   High [*] V
                                         Maximum voltage allowed           [*] V

         The [*] is needed to feed the information about the [*]. The average
         [*] at the [*] is assumed to be constant. In the [*] the difference
         between the [*] is about [*] dB. In the [*] the difference between [*]
         is [*] dB[*]. (See the figure in spec item 3.3.8)

         The signal shall be well below compression all the way to the point
         where [*]measurement occurs.

         3.3.1    ENV_MEAS polarity with a [*]            [*]

         3.3.2    Deleted

         3.3.3    Deleted

         3.3.4    Open loop frequency response, [*] MHz
                           maximum value of the response vs. DC value     [*] dB
                           minimum value of the response vs. DC value     [*] dB

         Care must be taken not to introduce extra delay and delay variation
         [*].

         3.3.5 - 3.3.7     Deleted


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         3.3.8    MPA_CTRL input
                                                                          [*] V
                                             Maximum current available    [*] mA

         This is based on the [*] to have a [*]. [*] will be [*] and [*] at [*].
         The [*] refer to the [*]. In the [*] (see also specification item 5.7)
         the [*]. In the [*] the [*].

         [*]

              Figure: [*].
              [*]: The [*] it [*] dB [*]. The [*] is [*] dB [*]. Because there
              is an [*] is [*] dB [*]. [*]: The [*] level is [*] dB [*]
              level.[*].

         The [*] must not [*] during specified operating conditions and the [*].

         3.3.8.1 Polarity of MPA_CTRL

                           when [*]
                           when [*]

         3.3.9             MPA-CTRL slope                          [*] dBN


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4.       POWER AMPLIFIER RELATED

         4.1. TX output power,

<TABLE>
<CAPTION>
                 Frequency band, GHz                 Output power, electrical
                                                     control range [*]
                 -------------------                 ------------------------
<S>                                                  <C>
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 TBD
</TABLE>


         4.1.1 Noise power level at TX output

                                        [*] GHz                            [*]
                                                                           [*]
                                                                           [*]

                                        [*]:                               [*]

                                        [*] GHz                            [*]
                                                                           [*]
                                                                           [*]

                                        [*]:                               [*]

                                        [*] GHz                            [*]
                                                                           [*]
                                                                           [*]

                                        [*]:                               [*]

                                        [*] GHz                            [*]
                                                                           [*]
                                                                           [*]

                                        [*]:                               [*]

         This is at frequencies of [*].





                                                                  Document Id:
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                                                                          23(27)
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         4.2 Output power 1 dB compression point after ms/WG transition

<TABLE>
<CAPTION>
                 Frequency band, GHz                 P1dB, dBm
                 -------------------                 ---------
<S>                                                  <C>
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 [*]
                 [*]                                 TBD
                 [*]                                 TBD
</TABLE>

         This is for the whole mw module transmit chain. The [*] must not in any
         condition [*].

         4.2.1 Output third order intermodulation level, IM;

         Class l:

<TABLE>
<CAPTION>
                Band               TX output power/dBm              IM3               Other Intermodulation levels
                ----               -------------------              ---               ----------------------------
<S>                                <C>                              <C>               <C>
                [*]                [*]                              [*] dBc           [*] dBc
                [*]                [*]                              [*] dBc           [*] dBc
                [*]                [*]                              [*] dBc           [*] dBc
                [*]                [*]                              [*] dBc           [*] dBc
</TABLE>

         Class 2 and 3:

<TABLE>
<CAPTION>
                Band               TX output power/dBm        IM3          IM5 +higher    1M7 +higher
                ----               -------------------        ---          -----------    -----------
<S>                                <C>                        <C>          <C>            <C>
                [*]                [*]                        [*] dBc      [*] dBc        [*] dBc
                                                              [*] dBc      [*] dBc        [*] dBc
                [*]                [*]                        [*] dBc      [*] dBc        [*] dBc
                                                              [*] dBc      [*] dBc        [*] dBc
                [*]                [*]                        [*] dBc      [*] dBc        [*] dBc
                                                              [*] dBc      [*] dBc        [*] dBc
                [*]                [*]                        [*] dBc      [*] dBc        [*] dBc
                                                              [*] dBc      [*] dBc        [*] dBc
                [*]                [*]                        [*] dBc      [*] dBc        [*] dBc
                                                              [*] dBc      [*] dBc        [*] dBc
</TABLE>

         The two-tone measurement is done as a single-side-band (SSB)
         measurement. Specification shall be fulfilled at any two-tone
         separation less than [*] MHz . Two tones (typically [*] MHz separation)
         are [*] [*] dB below the nominal level. [*]shall be [*]. LO leakage has
         to be [*] dBc. [*]is [*].

                                                                  Document Id:
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                                         SPECIFICATION                    24(17)
NET/IMN/Kilo Site R&D                                         Rev 5.2
Hans Somerma                             08.10.2001           E10013984RE_C2



         IM5 +higher means intermodulation levels excluding IM3. IM7 +higher
         mans intermodulation levels excluding IM3 and IM5. These should be
         measured in the same way as the IM3 specification. The ratios

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                                                                          25(27)
IP Mobility Networks (IMN)               MWU Specifications     Approved
[*]                                      21.01.2003
[*]                                      Confidential




         specify [*] where Po is the power of the two main tones and IM5 and
         PIM7 are the in-phase sum of all the above mentioned intermodulation
         products.

         4.3 TX output power when MUTE "on"    Must                     [*] dBm
                                               Goal for [*] GHz bands   [*] dBm

         4.4 TX-MUTE on/off control,           "mute off, power on"     [*] V
                                               "mute on, power off"     [*] V
                                                                        [*]

         4.4.1 Maximum current of TX-MUTE control,                      [*] mA

         4.5 TX-MUTE on/off speed
                           Mute on to off (Pout within [*]dB)   [*] ms
                           Mute off to on                       [*] ms

         During a transient from 'MUTE on' to 'MUTE off or vice versa, the TX
         output power is allowed to overshoot the steady state TX output power
         (set by TX_PWR, DET_CTRLI and DET_CtR1.2) only by [*] dB.

         The software will set TX_PWR and the control bits first to zero during
         muting (within [*] ps). When the power will again be switched on, the
         sequence is: [*]. This will also take place in [*] ps.

         4.6 TX return loss                                             [*] dB

         4.7 TX output power electronic control range    Minimum        [*] dB
                                                         Goal           [*] dB

         4.8. Electronic attenuator control voltage TX_PWR (refer to picture in
              paragraph 0).

         Voltage range (to high impedance, [*] kohm)                    [*] V
         Polarity: Increasing TX_PWR will cause increasing output power.
         The control has an [*]resolution.

         4.8.1 Maximum current of TX_PWR                                 [*] mA

         4.9. Transmit power stability ([*]
                           Variation over temperature                    [*] OdB
                           Variation over frequency                      [*] OdB
                           [*] GHz Class 3 total variation over frequency
                               and temperature                           [*] dB

         Transmit power is controlled by TX_PWR in [*] dB steps. This
         specification applies for all power levels. The curve is individually
         [*]of the subband.

         4.10. Transmit power stability bandwidth

                                                     [*]
                                          [*] GHz         [*] MHz

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                                                                          26(27)
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         4.11.  Total TX gain variation

<TABLE>
<CAPTION>
                Class               Frequency          TX 'n variation
                -----               ---------          ---------------
<S>                                 <C>                <C>
                1 and 2             [*] MHz            [*] dB
                                    [*] MHz            [*] dB (goal)
                3                   [*] MHz            [*] dB
                                    [*] MHz            [*] dB
</TABLE>

         TX gain variation covers the whole TX chain [*]to waveguide output.
         During the measurement the LO must be at least [*] dB below the wanted
         signal. [*]must be controlled manually during the measurement. [*]ports
         should be measured separately.

         4.12.  Total TX group delay variation [*] MHz                  [*] ns

         TX group delay variation covers the whole TX chain [*]to waveguide
         output.

         4.13   Spurious emissions after ms/wg-transition. Allowed level is as
                mentioned below as well as antenna filter attenuation
                characteristics.

                                    Spurious emissions of other frequencies
                                    after the antenna diplexer (any 1 MHz
                                    bandwidth):

                                           [*] GHz                      [*] dBm
                                           [*] GHz                      [*] dBm

                                    Antenna filter attenuation characteristics:

        Frequency range    [*] GHz        [*] GHz        [*] GHz        [*] GHz
        [*]                [*] dB         [*] dB         [*] dB         [*] dB
        [*]                [*] dB         [*] dB         [*] dB         [*] dB
        [*]                [*] dB         [*] dB         [*] dB         [*] dB
        [*]                [*] dB         [*] dB         [*] dB         [*] dB
        [*]                [*]dB          [*] dB         [*] dB         [*] dB
        [*]                [*]dB          [*] dB         [*] dB         [*] dB
        [*]                [*] dB         [*] dB         [*] dB         [*] dB
        [*]                [*] dB         [*] dB         [*] dB         [*] dB

         f(tx,mean) means the mean value of TX frequencies as given in
         specification item 1.1.

         f(tx,low) means the lowest and highest TX frequency in the same list,
         respectively. The abbreviation f(d) means duplex-spacing as given in
         specification item 1.1.

         4.13.1 LO leakage  Class 1 and 2: All output power levels      [*] dBc
                            Class 3: TX output power levels above
                                     [*] dBm                            [*] dBc

         The LO leakage cancellation is based on the closed loop control by
         ENV_MEAS signal coning the Itx and Qtx biasings. The internal isolation
         of the mw module from LO to PA inside the module must not degrade the
         LO leakage to be worse than [*] dBc at the mw module output.


                                                                  Document Id:
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                                                                          27(27)
IP Mobility Networks (IMN)               MWU Specifications     Approved
[*]                                      21.01.2003
[*]                                      Confidential




         4.14 Power levelling loop signal TX_PWR

         This signal is used for output power level adjustment

         4.14.1 Speed of the transmit power levelling loop  Minimum     [*] ms
                                                            Maximum     [*] ms

         Prescale bits and TX_PWR signal may have [*] ps timing difference.

         4.14.2 Rise time (10 % to 90 % level) for TX_PWR signal    [*] ps

         This may not cause [*] over/undershoot in TX power.

         4.15. BS_DET signal (= buffered power amplifier attenuator control
               voltage)

         This voltage is used to give an alarm (limits exceeded) if the loop is
         not working correctly.

         4.15.1 BS_DET signal voltage total range                       [*] V

         4.15.2 BS_DET signal voltage alarm limits (high and low limits) are to
         be given and stored to the non-volatile memory.

         4.15.3 BS_DET signal output load                               [*] ohms

         4.16. [*]voltage CMOS                                          [*]V
                                                                        [*] V

                                             Frequency                  [*] kHz

         4.16.1 Maximum current of [*]                                  [*] mA

         4.17. TX output power control

<TABLE>
<CAPTION>
                           DET_CTRL1        DET CTRL2
                           ---------        ---------
<S>                                         <C>               <C>                            <C>
                           1                1                 High output power              voltage [*] V
                           1                0                                                voltage [*] V
                           0                1                 Low output power
</TABLE>

         4.17.1 Maximum current of DET_CTRLl and DET_CTRL2 signals      [*] mA

                                                                  Document Id:
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                                                                          28(27)
IP Mobility Networks (IMN)                   MWU Specifications         Approved
[*]                                          21.01.2003
[*]                                          Confidential

5.  BIAS AND TEMPERATURE CONTROL BOARD

    5.1.1. Positive supply voltage                                    [*] V

    5.1.2. Ripple voltage                    at [*] kHz               [*] mVpp
                                             fast transients          [*] mVpp
                                             all together             [*] mVpp

    5.1.3 Minimum voltage available with different current consumptions

          Current [*]              Voltage[*]
                              [*]                [*]
                              [*]                [*]
                              [*]                [*]
                              [*]                [*]
                              [*]                [*]
                              [*]                [*]
                              [*]                [*]
                              [*]                [*]
                              [*]                [*]
                              [*]                [*]

    5.2. Positive supply current, continuous                            [*] A
                             - [*]

    5.3.1. Negative supply voltage                                      [*] V

    5.3.2. Ripple voltage                         at [*] kHz            [*] mVpp
                                                  fast transients       [*] mvpp
                                                  all together          [*] mVpp

    5.3.3. Deleted 5.4. Negative supply current                         [*] mA

    5.6 Pin allocation::


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                                                                          29(27)
IP Mobility Networks (IMN)                   MWU Specifications         Approved
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[*]                                          Confidential


<TABLE>
<CAPTION>
         Signal                                                 Abbreviation           Pin
         ------                                                 ------------           ---
<S>                                                             <C>                    <C>
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
         (See specification item 5.7)
         [*]                                                    [*]                    [*]
         [*]                                                    [*]                    [*]
</TABLE>

     5.7  [*]identification pin (signal provided by system)
               [*]case                             high               [*] V
               [*]case                             ground or low      [*] V
               Maximum current available                              [*] mA

     5.8. .Non-volatile memory                 Pin                    Level
     Baseline chip                             [*]                    [*] V
     AT [*] (ATMEL)                            [*] V
                                               [*]                    [*] V
                                                                      [*] V
                                               [*]                    [*] V
                                                                      [*] V
                                               [*]                    [*] V
                                                                      [*] V

     The signaling directions arc depicted in the block diagram in chapter
     "0. General". The TxD signal is from ASIC towards the mw module and
     the RxD signal is from the mw module towards the ASICA. The maximum
     allowed voltage of RxD towards the ASIC, is [*] V in any conditions
     including transients.

                                                                    Document Id:
                                                                  E10014774QE_E0

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                                       SPECIFICATION                      30(17)
NET/IMN/Kito Site R&D                                             Rev 5.2
Hans Somerma                           08.10.2001                 E10013984RE_C2












________________________________________________________________________________
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                                       08.10.2001 Kve             08.10.2001 MPI



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
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AMENDED.
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                                                                          31(27)
IP Mobility Networks (IMN)                   MWU Specifications         Approved
[*]                                          21.01.2003
[*]                                          Confidential

6.  GENERAL

    6.1. Construction

    6.2. Maximum dimensions with connector pairs (LxWxH)

         Frequency band     Length                 Width          Height
         [*] GHz            [*] mm                 [*] mm         As in drawings

    Refer to drawings listed in section 0 (General).

    Connector locations are shown in drawings.

    6.2.1.              Deleted

    6.2.2.              Deleted

    6.3. Weight [*]                                         [*] g

<TABLE>
<CAPTION>
    6.4. Inside air temperature in outdoor unit           Class 1 and 2             Class 3
<S>                                                       <C>                       <C>
               Operation                                  [*](degree)C              [*](degree)C
               Everything as specified                    [*](degree)C              [*](degree)C
               Rate of change                             [*](degree)C /min         [*](degree)C /min
</TABLE>

    The operation at temperatures of [*] is specified by:

    - The VCO can be locked

    - The [*]work

    - The specifications are relaxed according to the following table:

<TABLE>
<CAPTION>
                Name of specification                       Specification at    Specification at     Unit
                                                            [*] Class 1 and 2   [*]Class 3
                ---------------------                       -----------------   ----------           ----
<S>             <C>                                         <C>                 <C>                  <C>
      1.5,      Pulling and Crosstalk                            Combine             Combined
     1.5.1
                                                               Spec [*] dB         Spec [+3] dB
      1.16      Phase noise                                    Spec [*] dB         Spec [+2] dB
      2.5       Total RX gain                                  Spec [*] dB         Spec [+/-1] dB
      2.6       RF Maximum level                                   [*]                               dBm
     2.6.1      IM3 at [*]                                    Not applicable       Spec [+3] dB      DBc
      2.9       Total RX noise figure                          Spec [*] dB        Spec [+0.2] dB
      2.10      Image frequency rejection                          [*]          [*]                  DB
      2.11      RX return loss                                     [*]          [*]                  DB
      2.13      RX gain stability over temperature             Spec [*] dB          Spec[*] dB       dB
      2.14      Total RX gain stability                            [*]                  [*]          dB
     4.1.1      Noise power level at TX                        Spec [*] dB          Spec [*] dB
      4.6       TX return loss                                     [*]                  [*]          dB
</TABLE>

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                                                                          32(27)
IP Mobility Networks (IMN)                   MWU Specifications         Approved
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      4.9       TX power stability,          Spec [*] dB             Spec [*] dB
                -Temperature

<TABLE>
<S>                                                                                <C>                  <C>
    6.4.1. Deleted

    6.4.2. Maximum mw module baseplate temperature with maximum power dissipation                       [*](degree)C

    6.5. Humidity,                                                                 Relative             [*]
                                                                                   Absolute             [*] g/m(3)
</TABLE>

    Test specification: Refer to ETSI EN 019-2-4, Chapter 3.2 Specification T
    4.lE: Non-weatherprotected locations - extended

    The mw module must withstand the melting of frost on its surface
    without any permanent damage in case of sudden temperature change
    ([*] C)


<TABLE>
<S>                                                  <C>                              <C>
    6.6. Deleted

    6.7. Vibration,                                  Frequency                        [*] Hz
                                                     Acceleration                     [*] m/ sZ

                                                     Frequency                        [*] Hz
                                                     Displacement                     [*] mm
</TABLE>

    Test specification: Refer to ETSI EN 019-2-4, Chapter 3.2 Specification T
    4.lE: Non-weatherprotected locations - extended


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                                                                          33(27)
IP Mobility Networks (IMN)                   MWU Specifications         Approved
[*]                                          21.01.2003
[*]                                          Confidential


     6.8. Shock,        Operation           Acceleration               [*] m/ s2
                                            Duration                   [*] ms

     Test specification: Refer to ETSI EN 019-2-4, Chapter 3.2 Specification T
     4.11: Non-weatherprotected locations - extended, Class 4M5

                        Transportation      Acceleration               [*] m/s'
                                            Duration                   [*] ms

     Test specification: Refer to ETSI EN 019-2-2, Chapter 3.2 Specification T
     2.2: Careful transportation, Table 4: Test specification T 2.2: Careful
     transportation - mechanical tests

     6.9. MTBF, according to Bellcore or British Telecom at [*](degree)C mw
     module baseplate temperature

     6.9.4. Microwave module total                                     [*] fit

     6.9.5. Expected lifetime of the mw module                         [*] years

     The expected lifetime of the mw module is [*] years. The FITs of the
     mw modules will be followed and the long term statistic shall show
     better than [*] in a period of [*] years. This equals on average [*]
     mw modules in [*] years. A fault is defined as a customer return
     attributed to the mw module.


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                                          SPECIFICATION                    1(17)
NET/IMN/Kilo Site R&D                                             Rev 5.2
[*]                                       08.10.2001              E10013984RE_C2


                    MICROWAVE MODULE ID EEPROM DATA STRUCTURE


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                                          SPECIFICATION                    2(17)
NET/IMN/Kilo Site R&D                                             Rev 5.2
[*]                                       08.10.2001              E10013984RE_C2


CONTENTS

<TABLE>
<S>                                                                             <C>
   0.        DOCUMENT HISTORY ..............................................     3
   1.        introduction...................................................     4
        1.1       Purpose ..................................................     4
        1.2       Related Documents ........................................     4
   2.        File/record system ............................................     5
        2.1       Attribute ................................................     5
        2.2       Protection ...............................................     6
        2.3       End of data ..............................................     6
   3.        MWU Identification and calibration data .......................     7
        3.1       Code numbers, attributes, and protection .................     7
        3.2       Description of records ...................................     7
             3.2.1     MWU Item Name .......................................     7
             3.2.2     MWU Serial Number....................................     7
             3.2.3     MWU RX Gain Calibration..............................     8
             3.2.4     MWU Band ............................................     8
             3.2.5     MWU Half of Band ....................................     8
             3.2.6     MWU Division Ratio ..................................     8
             3.2.7     MWU RX IF Range .....................................     9
             3.2.8     MWU BSDET Limits.....................................     9
             3.2.9     MWU TXPWR Calibration ...............................     9
             3.2.10    MWU Time Counters....................................    10
             3.2.11    MWU RX Gain Temp Coeff...............................    10
             3.2.12    MWU TXPWR Temp Coeff.................................    10
        3.3       Code structure definitions................................    11
   4.        Address map ...................................................    13
   5.        APPENDIX for [*]GHz MWU .......................................    16
        5.1       Description...............................................    16
        5.2       Code numbers, attributes, and protection for [*]GHz MWU...    17
</TABLE>


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                                          SPECIFICATION                    3(17)
NET/IMN/Kilo Site R&D                                             Rev 5.2
[*]                                       08.10.2001              E10013984RE_C2


0.         DOCUMENT HISTORY

<TABLE>
<CAPTION>
        Document no.                                    Date                 Comment
        ------------                                    ----                 -------

<S>                                   <C>               <C>                  <C>
        none                                            26.6.1997            First document.

        E10013984RE_00                "Rev 2"           17.08.1998           File system changed, Code ID, checksum and attribute
                                                                             added. Data not written twice anymore, checksum is
                                                                             calculated for each record, not for one memory block.

        E10013984RE_AO                "Rev 3.0"         11.12.1998           File system changed, a protection byte added to file
                                                                             header, attribute content changed.  *Item ID's changed
                                                                             to component codes.

        E10013984RE_BO                "Rev 4.0"         28.01.1999           Document history added.

                                                                             The "MWU TXPWR Calibration" file specified in more
                                                                             detail, order of data now more clear. Also the
                                                                             description of other files are updated.

                                                                             Two temp coefficient records added.

                                                                             End of Data requirement added.

                                                                             Address map included.

        E10013984RE_CO                "Rev 5.0"         17.03.1999           Scaling of the temperature coefficients changed from
                                                                             100 to 10000.

        E10013984RE_Cl                "Rev5.1"          21.03.2001           Refining and improving the text and checking validity
                                                                             of the document. (KVe, TVa, NNo)

        E10013984RE_C2                "Rev5.2"          08.10.2001           Table of contents added, Appendix to allow multiple
                                                                             calibration tables for [*]GHz. (NNo)
</TABLE>


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AMENDED.
<PAGE>
(NOKIA LOGO)

                                          SPECIFICATION                    4(17)
NET/IMN/Kilo Site R&D                                             Rev 5.2
[*]                                       08.10.2001              E10013984RE_C2



1.    INTRODUCTION

1.1   PURPOSE

      The purpose of this document is to specify identification and
      technical information to be stored in the [*] Microwave Module
      EEPROM. The data be loaded into the memory by the supper.

1.2   RELATED DOCUMENTS

<TABLE>
<CAPTION>
           Document no.                     Version        Date              Name
           ------------                     -------        ----              ----
<S>                                         <C>            <C>               <C>
           CMFE_CustomConf_cnf.h            rev 0.6        17.03.1999        CMFE_CustomConf_cnf.h
           NESS O99C60                                     19.09.2000        NET Requirements of Labeling of Incoming Packages
</TABLE>


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
(NOKIA LOGO)

                                          SPECIFICATION                    5(17)
NET/IMN/Kilo Site R&D                                             Rev 5.2
[*]                                       08.10.2001              E10013984RE_C2



2.     FILE/RECORD SYSTEM

       EEPROM has a simple file (or record) system as shown below.

<TABLE>
<CAPTION>
     Ach                   06h        27h         6Eh      01H     FFh     10h
     ---                   ---        ---         ---      ---     ---     ---
<S>                        <C>        <C>         <C>      <C>     <C>     <C>
     [*]                   [*]        [*]                  [*]      [*]    [*]
     [*]                   [*]        [*]                  [*]      [*]    [*]
                                      [*]         [*]
</TABLE>

      -     Checksum is calculated by summing all the bytes in the record (byte
            by byte) except the checksum itself (overflown bits are discarded)

      -     Size is the number of the bytes in the record excluding Checksum

      -     Code ID identifies the record (see Chapter 3.1 for details)

      -     Attribute is a bit coded byte, which specifies the format of the
            data (see Chapters 2.1, 3.1 and 3.3 for details)

      -     Protection is a bit coded byte, which specifies the read/write
            protection (see Chapter 2.2 for details)

      As an example, the content of "MWU Division Ratio" record is described:
      The division ratio of the [*]GHz module is [*] (TX frequency / FD!V
      frequency) and the associated attribute byte is 0000 0001 (in binary
      format), code ID is [*] (decimal value), and protection byte is [*] (in
      binary format). It follows that the size is then 6 bytes and the check sum
      is [*] ((binary value).

      The records are stored in the EEPROM sequentially starting with the first
      record and first byte available. Before starting the writing procedure,
      the memory content should be erased with an initialize procedure available
      for the memory chip used.

      Note, that record "MWU Time Counters" is not used by the MWU supplier and
      these files should be stored with zeros as data values, whereas, Code ID
      and size of the file should be stored as required.

2.1   ATTRIBUTE

      Attribute byte specifies the value type used (see Chapters 3.1 and 3.3)
      and whether a meaning of data is included or not. IN MWU EEPROM no meaning
      (zero) is added to the records.


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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     6(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                            Bit
------------------------------------------------------------------------------------------------------------------
           7       6       5                   4                       3               2           1           0
------------------------------------------------------------------------------------------------------------------
<S>                <C>     <C>   <C>                            <C>               <C>              <C>         <C>
        Reserved                 Meaning of data                Type of Value
                                                                0000              [*]
                                 0 = no meaning                 0001              [*]
                                                                0010              [*]
                                 1 = meaning included           0011              [*]
                                 (meaning separated from        0100              [*]
                                 value with `;' character       1000              [*]
                                 and contains ASCII data)       1001              [*]
                                                                1010              [*]
                                                                1011              [*]
</TABLE>

2.2      PROTECTION

         Read and write protection of the data is not used at the moment for MWU
         EEPROM. Instead, FFh values should be used.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                            Bit
------------------------------------------------------------------------------------------------------------------
              7              6            5             4             3            2           1             0
------------------------------------------------------------------------------------------------------------------
<S>                         <C>    <C>                             <C>            <C>     <C>
        Reserved                   Write protection                Reserved               Read protection
                            000       Fully protected, no one                     000      Fully protected, no one
                                       can update the record                                can update the record
                            001       Record can be updated by                    001       Record can be read by
                                              class 1                                              class 1
                            010       Record can be updated by                    010       Record can be read by
                                              class 2                                              class 2
                            100       Record can be updated by                    100       Record can be read by
                                              class 3                                              class 3
                            111       Unprotected, anyone can                     111      Unprotected, anyone can
                                      update the record (class                              read the record (class
                                         0). All other bit                                    0). All other bit
                                       combinations mean that                               combinations mean that
                                       the record is somehow                                the record is somehow
                                          write protected                                       read protected
</TABLE>

2.3      END OF DATA

         After the last file, `End of data' record should be stored as below:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
             Checksum             Size                     Code ID                   Attribute         Protection
------------------------------------------------------------------------------------------------------------------
<S>          <C>                  <C>               <C>               <C>            <C>               <C>
                0h                 0h               FFh               FFh                0h                0h
------------------------------------------------------------------------------------------------------------------
</TABLE>



--------------------------------------------------------------------------------
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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     7(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2


3.       MWU IDENTIFICATION AND CALIBRATION DATA

         The data stored to the EEPROM is described in this chapter. The actual
         data format differs from record to record (refer to Chapter 3.3 "Code
         structure definitions" for details).

3.1      CODE NUMBERS, ATTRIBUTES, AND PROTECTION

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
   CODE ID      ATTRIBUTE    PROTECTION     TYPE        STRUCTURE FORMAT        DESCRIPTION       RECORD
                                                                                                   SIZE
                                                                                                  (BYTES)
--------------------------------------------------------------------------------------------------------
<S>             <C>          <C>          <C>           <C>                 <C>                   <C>
    10050        00000000     11111111      ASCII                           [*]                   [*]
    10051        00000000     11111111      ASCII                           [*]                   [*]
    10052        00001000     11111111    Structure      CMFE_GainCalib     [*]                   [*]
    10053        00001000     11111111    Structure        CMFE Band        [*]                   [*]
    10054        00000001     11111111      Uint8                           [*]                   [*]
    10055        00000001     11111111      Uint8                           [*]                   [*]
    10056        00001000     11111111    Structure        CMFE Band        [*]                   [*]
    10057        00001000     11111111    Structure        CMFE Limit       [*]                   [*]
    10058       100001000     11111111    Structure     CMFE_TXPWRCalib     [*]                   [*]
    10059        00001000     11111111    Structure        CMFE Time        [*]                   [*]
    10060        00001010     11111111      Int16                           [*]                   [*]
    10061        00001010     11111111      Int16                           [*]                   [*]
                                                                                 total size used  [*]
                                                                       total size with checksums     [*]
                                                                                             EOF  [*]
                                                                                      TOTAL SIZE  [*]
</TABLE>

3.2      DESCRIPTION OF RECORDS

3.2.1    MWU ITEM NAME

         MWU item names are different for each band and duplex frequency. These
         names (component codes) are provided by Nokia.

         The length of the item name is [*]header) and format is [*]

3.2.2    MWU SERIAL NUMBER

         As defined in document NESS 099C60 "NET Requirements of labeling of
         Incoming Packages", the serial number is a symbol of 11 characters in
         length, and it consists of the following data:


--------------------------------------------------------------------------------
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AMENDED.

<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     8(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2


         Serial number:        FFYYWKNNNNN
                       FF      =          factory symbol;           e.g. L1
                       YY      =          year;                     e.g. 88
                       WK      =          number of the week;       e.g. 13
                       NNNNN   =          consecutive number:       e.g. 0O123

         The factory symbols are provided by Nokia (each factory ahs to have its
         own symbol).

         The length of the serial number is [*]\

3.2.3    MWU RX GAIN CALIBRATION

         Receiver downconvermion gain calibration points measured at
         [*]frequencies are saved using this structure. Two [*]bit numbers
         (order MSB, ..., LSB) are used to store the values: frequency in GHz
         multiplied by [*]and measured gain in dB multiplied by [*]All the
         frequency values have to be stored first, then all gain values

         Frequency format is unsigned integer (Uint16) and gain format is signed
         integer (Int16).

         Total length of data is [*]).

3.2.4    MWU BAND

         The lowest and the highest transmitter frequencies are stored as [*]bit
         numbers in kHz (order MSB, ..., LSB).

         Both formats are unsigned integer ([*]).

         Total length of data is [*].

3.2.5    MWU HALF OF BAND

         One byte value for identification of the receiver mixer mode is needed:

         0 = [*] BAND MODULE (TX frequency is lower than RX frequency)

         1 = [*] BAND MODULE (TX frequency is higher than RX frequency)

         Format is unsigned integer (Uint8),

         Total length is 1 byte (+ 5 byte header).

3.2.6    MVVU DIVISION RATIO

         MWU division ratio is transmitter frequency divided by the FDIV
         frequency. E.g., if the VCO in the module is multiplied by [*]to get
         the output frequency, and the VCO signal is divided by [*]to get the
         FDIV signal, the division ratio value is then 8.

         Format is unsigned integer ([*]).

         Total length is [*].


--------------------------------------------------------------------------------
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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     9(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2


3.2.7    MWU RX IF RANGE

         MWU RX IF range is the used bandwidth stored as lower and upper limits
         in kHz using [*]bit numbers (order MSB, ... , LSB).

         Format is unsigned integer ([*]).

         Total length of data is ([*]

3.2.8    MWU BSDET LIMITS

         BSDET signal limits are given by the supplier. In operating conditions
         the BSDET signal should be within these limits, otherwise an alarm is
         generated in the system. The value stored is the BSDET voltage
         multiplied by 100 (e.g. -2.7 V = -270)

         Format is signed integer (Int16).

         Total data length is (2 bytes x 2 limits) = 4 bytes (+ 5 byte header).

3.2.9    MWU TXPWR CALIBRATION

         This structure is used to store the TXPWR versus output power
         calibration data. The scaling is one byte long and represents DET_CTRL1
         and DET_CTRL2 values as shown below:

<TABLE>
<CAPTION>
DET_CTRL1                 DET_CTRL2         OUTPUT POWER           SCALING VALUE
--------------------------------------------------------------------------------
<S>                       <C>               <C>                    <C>
1                         1                 High power             [*]
1                         0                                        [*]
0                         1                                        [*]
0                         0                 Low power              [*]
</TABLE>

         TXPWR voltages multiplied by [*]are stored using two bytes for each
         value, and then the measured output power in dBm multiplied by [*]is
         stored using [*]bytes per each value. [*]data points per scaling value
         are saved.

         The data is stored by writing at first all scaling values, then all
         voltage values, and finally, all power values. Scaling runs from the
         highest value to the lowest, and voltage runs from the lowest value to
         the highest value.

         Scaling is stored in unsigned integer format ([*]), voltages as
         unsigned integers ([*]), and powers as signed integers ([*]).

         Total data length is [*].


--------------------------------------------------------------------------------
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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     10(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2


         Below is an example of the MWU TXPWR calibration data.

         [*]

3.2.10   MWU TIME COUNTERS

         These counters are used to store the time in seconds the module has
         been used at low temperatures, at high temperatures, and total time of
         use. The supplier is requested to load these values with zeros, Each
         value is stored using four bytes and unsigned integer format.

         Tote data length is [*].

3.2.11   MWU RX GAIN TEMP COEFF

         The [*]change over temperature compared to gain at room temperature (25
         (degree)C) is stored as dB/,C. If the [*]decreases when temperature
         increases, the coefficient is negative. An average value should be
         used. The value is multiplied by [*].

         Format is signed integer ([*]).

         Total data length is [*].

3.2.12   MWU [*]COEFF

         The [*]of the [*]change over temperature compared to [*]at room
         temperature (25 (degree)C) is stored as [*]. This value gives the
         [*]change over temperature with a constant TXPWR voltage. This value
         should be optimized for the highest [*]scaling value (DET_CTRL1=1 and
         DET_CTRL2=1). The value is multiplied by [*]. A negative value means
         decreasing power with increasing temperature.

         Format is signed integer ([*]).


--------------------------------------------------------------------------------
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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     11(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2


         Total data length is [*]

3.3      CODE STRUCTURE DEFINITIONS

(These definitions are from file CMFE_CustomConf_cnf.h rev 0.6)

     [*]



--------------------------------------------------------------------------------
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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     12(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2



4.       ADDRESS MAP

         An example of MWU EEPROM content is shown in the table below. The
         values in the table are in decimal format and value of each byte is
         shown.

[*]



--------------------------------------------------------------------------------
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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     13(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2



[*]




--------------------------------------------------------------------------------
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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     14(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2


5.       APPENDIX FOR [*] GHZ MWU

5.1      DESCRIPTION

         When the [*] MHz duplex spacings are combined in one high and one low
         band [*] GHz MWU, then one calibration table for Rx gain and Tx power
         calibration do not provide the needed accuracy. In this case the MWU
         will have two calibration tables for Rx gain and Tx power calibration
         values. These additional tables will be written after the other data
         previously defined in this document. The `End of data' record (EOF)
         shall be written after the last record. This appendix does not apply to
         the [*] GHz [*] MHz variant.

         The first MWU RX Gain Calibration record (Code ID 10052) shall
         represent the Rx frequencies and gain values corresponding with the [*]
         MHz IF frequencies and the first MWU TXPWR Calibration (Code ID 10058)
         record shall represent the TX power calibration table associated to
         this same frequency range.

         The second MWU RX Gain Calibration record (Code ID 10062) shall
         represent the Rx frequencies and gain values corresponding with the [*]
         MHz IF frequencies and the second MWU TXPWR Calibration (Code ID 10063)
         record shall represent the TX power calibration table associated to
         this same frequency range.

         This appendix does not apply if one MWU variant only covers [*] MHz or
         [*] MHz duplex spacings. In this case the original MWU EEPROM
         specification should be applied.


--------------------------------------------------------------------------------
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<PAGE>
(NOKIA LOGO)

                                  SPECIFICATION                     15(17)
NET/IMN/Kilo Site R&D                                     Rev 5.2
[*]                               08.10.2001              E10013984RE_C2


5.2      CODE NUMBERS, ATTRIBUTES, AND PROTECTION FOR [*] GHZ MWU

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Code ID         Attribute      Protection    Type           Structure format          Description             Record size
                                                                                                              (bytes)
-------------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>            <C>                    <C>                        <C>
    10050         00000000       11111111        ASCII                                [*]                     [*]
    10051         00001000       11111111        ASCII                                [*]                     [*]
    10052         00001000       11111111      Structure         CMFE_GainCalib       [*]                     [*]
    10053         00000001       11111111      Structure           CMFE_Band          [*]                     [*]
    10054         00000001       11111111        Uint8                                [*]                     [*]
    10055         00001000       11111111        Uint8                                [*]                     [*]
    10056         00001000       11111111      Structure           CMFE_Band          [*]                     [*]
    10057         00001000       11111111      Structure           CMFE_Limit         [*]                     [*]
    10058         00001000       11111111      Structure        CMFE_TXPWRCalib       [*]                     [*]
    10059         00001000       11111111      Structure           CMFE_Time          [*]                     [*]
    10060         00001010       11111111        Int16                                [*]                     [*]
    10061         00001010       11111111        Int16                                [*]                     [*]
    10062         00001000       11111111      Structure         CMFE_GainCalib       [*]                     [*]
    10063         00001000       11111111      Structure        CMFE_TXPWRCalib       [*]                     [*]
                                                                                      [*]                     [*]
                                                                                   total size with checksums  [*]
                                                                                      [*]                     [*]
                                                                                                  TOTAL SIZE  [*]
</TABLE>


--------------------------------------------------------------------------------
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AMENDED.

<PAGE>

(NOKIA LOGO)

                                              INSTRUCTIONS                 16(2)
Radio Access Systems (RAS)                    SPECIFICATION
System Development                            17.1.2003
Markku Koivisto


SPECIFICATION FOR MECHANICAL SENSITIVITY OF THE FLEXIHOPPER RADIO RELAY TERMINAL

1.       GENERAL

         The mechanical sensitivity of the [*] relay family is specified for a
         complete terminal installed into its enclosure. Possible bit errors
         caused by mechanical vibrations are detected from a radio channel with
         a BER meter. The mechanical sensitivity of the terminal is separately
         tested when it is operating as a receiver or as a transmitter of a hop.
         Specification is the same for both case.

2.       KNOCKING DEVICE

         2.1      PENDULUM TYPE HAMMER

         A weight with a mass of [*] kg is attached to a [*] hanging from its
         upper end. The weight which is acting as a hammer has a tip made of
         [*], whose hardness [*]. The shock is caused by raising the hammer from
         its initial free-hanging position to distance [*] and released, letting
         the hammer hit the desired spot of the terminal body.

         2.2      KNOCKING SPOT

         Most sensitive spot of the terminal found by knocking it with an
         ordinary plastic hammer.

         2.3      ENERGY OF THE SHOCK

         The energy will be [*] with the pendulum hammer.

         2.4      REPETITION OF THE SHOCKS

         Series of [*] shocks

         2.5      NUMBER OF SHOCKS CAUSING ERRORS IN THE KNOCKING SERIES

         [*] erroneous results are allowed.



--------------------------------------------------------------------------------
MICROPH.RTF

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AMENDED.



<PAGE>
(NOKIA LOGO)

                                        SPECIFICATION                    17(17)
NET/IMN/Kilo Site R&D                                          Rev 5.2
Hans Somerma                            08.10.2001             E10013984RE_C2






         [*]

         [*]






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