<PAGE>
                                                                   EXHIBIT 10.20






                                SUPPLY AGREEMENT

                                     BETWEEN

                               ENDWAVE CORPORATION

                                       AND

                                    TRW INC.
















[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.





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                                TABLE OF CONTENTS

1.       DEFINITIONS.......................................................3
2.       WARRANTIES OF OWNERSHIP...........................................5
3.       SCOPE AND GRANT OF RIGHTS FROM SELLER TO NT.......................5
4.       ORDERING AND DELIVERY.............................................5
5        PRICE PAYMENT AND RISK OF LOSS....................................6
6.       WARRANTY..........................................................6
7.       LIMITATION OF WARRANTY............................................7
8.       ACCEPTANCE........................................................7
9.       INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY......................7
10.      REGULATORY COMPLIANCE.............................................8
11.      LIMITATION OF LIABILITY AND DAMAGES...............................8
12.      DEFAULT AND TERMINATION...........................................8
13.      CHANGES...........................................................9
14.      FORCE MAJEURE.....................................................9
15.      REPORTS..........................................................10
16.      OUT OF WARRANTY PRODUCT  REPAIRS AND PRODUCT DISCONTINUATION.....10
17.      CONFIDENTIALITY..................................................10
18.      LAWS AND REGULATIONS.............................................11
19.      INDEMNIFICATION AND INSURANCE....................................11
20.      EXPORT AUTHORIZATION.............................................12
21.      CONTRACTUAL RELATIONSHIP.........................................12
22.      NOTICES AND REQUESTS.............................................13
23.      GENERAL..........................................................13
24.      DISPUTES AND GOVERNING LAW.......................................13
25.      YEAR 2000 COMPLIANCE.............................................13
APPENDIX A PRODUCTS AND PRICES............................................15
APPENDIX B SHIPPING AND DELIVERY..........................................17
APPENDIX C QUALITY AND CONFORMANCE........................................18
APPENDIX D AFFILIATES.....................................................20





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THIS SUPPLY AGREEMENT ("Agreement") effective March 31, 2000 ("Effective Date")
between Endwave Corporation, a Delaware corporation, having an office at 321
Soquel Way, Sunnyvale, CA 94086 ("Seller"), and TRW Inc., acting through its
Space and Electronics Group, with offices at One Space Park, Bldg. E2/5085,
Redondo Beach, CA 90278 ("TRW").

                                    RECITALS

WHEREAS, effective July 31, 1998, TRW and Nortel Networks Inc. ("NTI") entered
into OEM Supply Agreement WSSM1111 (the "NTI Contract"), whereby TRW agreed to
provide to NTI the Products set forth in this Agreement; and

WHEREAS, TRW entered into intercompany purchase orders (the "MW Orders") with
its then wholly-owned subsidiary, TRW Milliwave Inc. ("MW"), whereby MW would
perform the work under the NTI Contract; and

WHEREAS, on the date hereof, Seller acquired MW; and

WHEREAS, the parties hereto desire to terminate the MW Orders and enter into
this Agreement, which is intended to mimic the NTI Contract and permit Seller to
perform the work under the NTI Contract.

In consideration of the mutual promises and obligations herein contained, and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

1.            DEFINITIONS

              "Affiliate"  shall mean,  except for NTI, any direct or indirect
              subsidiary  of NTI's parent  company,  Nortel  Networks Limited.
              (See Appendix D)

              "Authorized Distributor" shall mean any company which has signed a
              Distributorship Agreement (or the equivalent) with NTI, granting
              such company the right to distribute one or more of the product
              lines from NTI or Affiliate.

              "Blanket Order" shall mean an Order which does not set forth a
              Delivery Date.

              "Cancellation Period(s)" shall mean the period(s) of time so
              designated in Appendix B prior to the Shipping Date, by which
              point TRW and/or TRW's designee, NTI, may notify Seller to cancel
              a scheduled shipment of Product, which shall end on the Delivery
              Date.

              "Class A Changes" shall mean any changes to a Product required to
              rectify one of the following conditions: (i) a hazardous
              electrical or mechanical condition; or (ii) a condition causing a
              significant loss of service to end-users or inoperability. "Class
              A Change" shall specifically exclude inoperability resulting from
              evolution of standards or standards adaptation on the part of the
              network operator or service provider, unless incorporation of such
              evolution or adaptation has been agreed between TRW and the Seller
              prior to initial delivery.

              "Customer" shall mean NTI's Customer.

              "Confidential Information" shall mean any technical or business
              information relating to the Product, or to Seller's products,
              services or business, including but not limited to,
              specifications, drawings, marketing information, computer
              programs, technical or business information or other data in
              whatever form furnished by either party to the other, whether in
              writing, orally or visually, under this Agreement or to which
              either party has access as a result of performance hereunder, and
              which is designated or marked as being confidential and as further
              defined in Section 17.

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              "Consigned Material" shall mean materials or equipment provided at
              no cost by NTI to Seller and used in designing, developing or
              manufacturing the Product.

              "Defect(s) or Defective" shall mean nonconformance to product
              specifications noted in Appendix A and/or common workmanship and
              quality standards.

              "Delivery Date" shall mean the date the Product was delivered to
              the Delivery Location.

              "Delivery Location" shall mean the NTI dock.

              "EDI" shall mean electronic data interchange of information
              related to Orders and Releases.

              "Hardware" shall mean any production items set forth in Appendix A
              and any additional products/enhancements offered for sale by
              Seller as may from time to time be added to Appendix A.

              "Long Lead Material" shall mean material requiring an order lead
              time or commitment of greater than four (4) weeks.

              "Late Delivery" shall mean any delivery date which is beyond the
              contractual shipping requirements.

              "Maximum Delivery Period" shall mean the shorter of (a) the
              Maximum Delivery Period so designated in Appendix B which shall
              commence on the date that Seller receives an Order or a Release or
              (b) Seller's then-current scheduled delivery date(s) for a Product
              at the time of Seller's receipt of an Order or a Release.

              "Minimum Order Amount" shall mean [*]

              "NTI" shall mean Nortel Networks Inc.

              "NTI Contract" shall mean that OEM Supply Agreement, dated as of
              July 31, 1998, between TRW and NTI.

              "Option Period" shall mean a period of three (3) months.

              "Order" shall mean either the physical document, facsimile, or
              electronic transmission ("EDI") used by TRW to order Product under
              this Agreement.

              "Product" shall mean any integrated Hardware set forth in Appendix
              A, which together form a Product.

              "Reconfiguration" shall mean any Product variation or change to a
              previously agreed to Product configuration requested by TRW.

              "Release" shall mean the document issued by TRW pursuant to a
              Blanket Order by which the Delivery Date for Products covered by
              such Blanket Order is established.

              "Rescheduling Period(s)" shall mean the period(s) of time so
              designated in Appendix B prior to the Shipping Date, by which
              point TRW may notify Seller to postpone a scheduled shipment of
              Product.

              "Serious Problem" or "Serious Problems" shall mean problems caused
              by defective Products characterized by (i) Customer system is
              down, or (ii) Customer's day to day business function is
              significantly affected by a defective Product.

              "Shipping Date" shall mean the day the Product is due at the
              Shipping Location and which shall be defined as five (5) business
              days prior to the Delivery Date as specified in each order.

              "Shipping Location(s)" shall mean the location(s) so designated in
              Appendix B, from where the Product shall be shipped by Seller.

[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

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              "Specifications" shall mean the documents set forth in Appendix A
              to be amended from time to time through mutual agreement.

              "Term" shall mean a period beginning on the Effective Date of the
              Agreement and ending on July 31, 2000, unless the Option is
              exercised.

              "User Manual" shall mean Seller's copyrighted user information
              about a particular "Product", and as revised from time to time by
              Seller.

              "Warranty Period" shall mean the period of thirty six (36) months
              commencing on the date of shipment.

              "Warranty Repair Period" shall mean a period of ten (10) days
              which shall commence on the date that Seller receives any of the
              following from TRW, NTI or Affiliate: (i) Hardware which does not
              conform to the warranty set forth in Section 6.1 if the repair or
              replacement is to be performed at a location of Seller, or (ii)
              notice that Hardware does not conform to the warranty set forth in
              Section 6.1 if the repair or replacement is to be performed at a
              location of TRW, NTI, Affiliate, or Customer.

2.            WARRANTIES OF OWNERSHIP

2.1           Seller warrants that it is either the owner, or is otherwise in
              possession of sufficient licensed rights pertaining to any portion
              owned by third parties, of all proprietary and intellectual
              property rights in and to all Products. Seller further warrants
              that title to all Products shipped to TRW, NTI or Affiliates or
              drop shipped directly to end-user customers of the foregoing shall
              pass to TRW, NTI or Affiliates or an end-user customer, as the
              case may be, free and clear of any liens, charges, encumbrances,
              restrictions or rights against the Products or against Seller.

3.            SCOPE AND GRANT OF RIGHTS FROM SELLER TO TRW

3.1           Subject to the terms and conditions set forth herein, Seller
              agrees to sell and TRW shall have the right to purchase Product
              from Seller at the prices set forth in Appendix A during the Term
              of this Agreement. Seller authorizes TRW and NTI to integrate
              Products purchased under this agreement into NTI products for
              resale to customers.

3.2           During the Term, TRW shall buy from Seller the quantities of
              Products set forth in Appendix A (provided, however, that TRW's
              liability to Seller for failure to purchase the quantities set
              forth in Appendix A shall be limited to the liability NTI paid to
              TRW pursuant to the NTI Contract for failure to purchase the
              minimum quantities thereunder), and Seller agrees to sell TRW the
              quantities of products set forth in such Appendix.

4.            ORDERING AND DELIVERY

4.1           TRW shall only be obligated to issue orders during the Term for
              the contract quantities referenced in Appendix A . In the event
              that TRW provides Seller with a forecast or estimate of the
              quantity that may be ordered, Seller acknowledges that TRW shall
              not be obligated to submit an Order for any portion of such
              forecast other than as defined by the demand pull requirements, or
              as may be required by Appendix A.

4.2           TRW will price orders in accordance with the schedule in Appendix
              A. Appendix A is valid for the Term unless modified by mutual
              agreement.

4.3           TRW may elect to order Products in accordance with a demand-pull
              system as agreed by TRW.

4.4           Seller shall accept any Order issued consistent with any forecast
              provided by TRW (on behalf of NTI or Affliates) provided such
              Order is in accordance with this Agreement. This Agreement shall
              continue to apply to an Order issued during the Term until all
              obligations herein are performed. Notwithstanding that an Order
              does not refer to this Agreement, any Order issued by TRW for the
              Products referenced in Appendix A during the

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<PAGE>

              Term shall be deemed to have been issued pursuant to this
              Agreement unless the parties expressly agree to the contrary.

4.5           An Order shall set forth a description of the following: (a)
              Product, (b) price, (c) Delivery Location, (d) the location where
              the invoice shall be rendered for payment, (e) method of shipment,
              (f) quantity and (g) Delivery Date. The quantity and delivery date
              will be in accordance with the forecast. An Order or a Release
              shall not be issued for less than the Minimum Order Amount unless
              the parties expressly agree to a lower amount.

4.6           Seller shall have three (3) business days following receipt of an
              Order or a Release to acknowledge to TRW Seller's receipt of the
              Order or Release. The acknowledgment shall either confirm the
              Delivery Date or propose an alternate Delivery Date. If Seller
              recommends an alternate Delivery Date, then TRW shall within ten
              (10) days of its receipt of the alternate Delivery Date notify
              Seller that either the alternate Delivery Date is acceptable or
              that the Order or Release is canceled.

4.7           An Order or a Release shall be delivered complete unless notified
              in writing 3 days prior to shipment. Seller will attempt to ship
              every order complete . In the event that Seller fails to deliver a
              Product by the Delivery Date, TRW may, in addition to any other
              right available to it under this agreement and the law, cancel,
              without charge, the Order or applicable portion thereof.

4.8           Upon providing Seller at least thirty (30) days notice prior to
              the end of the Term, TRW shall have the right to extend the Term
              for the Option Period, in which event TRW and Seller shall have
              the rights and obligations in this Agreement during the Option
              Period, including, TRW's right to purchase at the prices set forth
              in Appendix A.

4.9           TRW may use Electronic Data Interchange "EDI" to issue an Order or
              a Release as agreed by TRW with Seller.

4.10          All preprinted terms and conditions contained in any Order are
              superseded by the terms and conditions of this Agreement.


5             PRICE PAYMENT AND RISK OF LOSS

5.1           Prices set forth in this Agreement (See Appendix A) are (a) in U.
              S. Dollars (b) exclusive of any applicable Product taxes now
              existing or hereinafter imposed by any applicable taxing
              authority, (c) exclusive of the transportation charges and duty
              applicable between the Shipping Location and the Delivery
              Location. Such taxes, transportation charges and duty for which
              TRW is liable shall be separately stated on the invoice. Seller
              agrees not to assess any avoidable excise or sales tax where TRW
              (on behalf of NTI or Affiliate) furnishes Seller a tax exemption
              certificate, a certificate of authority, a direct pay permit
              and/or any equivalent acceptable to applicable taxing authority.
              Payment shall be net forty-five (45) days from the date of the
              invoice or the date of shipment, whichever is later.

5.2           Title and risk of loss or damage to Products shall pass to TRW
              when delivered at the Shipping Location to the carrier designated
              by TRW or if TRW does not designate a carrier, a carrier selected
              by Seller. If TRW returns Products , risk of loss or damage for
              such Products shall pass to Seller when TRW delivers the Products
              to Seller.

5.3           Seller agrees to offer [*] under similar circumstances and
              quantities.

6.            WARRANTY

6.1           Seller warrants that Products manufactured by Seller and sold to
              TRW under this Agreement shall be free from defects in
              workmanship and material for a period of [*] from the date of
              shipment. Further,


[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

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              Products delivered, except for those repaired under warranty,
              shall contain all new material and shall conform to the
              Specification in all material respects.

6.2           Seller shall, at its sole option and expense repair or replace,
              within ten (10) working days for a Serious Problem in the US and
              within ten (10) working days for a Serious Problem outside the US
              and thirty (30) working days for Defects other than Serious
              Problems, of receipt of TRW's written notice to Seller, any
              defective Product which defects TRW gives Seller written notice
              during the warranty period. Any repair, modification or other such
              service performed by Seller shall be warranted for the remainder
              of the unexpired period of the warranty or for a period of ninety
              (90) days, whichever is longer. If TRW chooses to repair, with
              Seller's agreement, the Product, due to time or expense, Seller
              will reimburse TRW at a mutually agreed price.

6.2.1         No Product shall be returned to Seller without Seller's
              authorization. Seller shall upon mutual agreement replace the
              defective Product at TRW, NTI or Affiliate's end-user customer
              site.

6.3           Any products manufactured by companies other than Seller and
              consigned to the Seller which are included in the Products
              pursuant to this Agreement are warranted by their respective
              manufacturers. Such warranties shall be consistent with the
              Warranty terms and conditions stated herein.

6.4           The warranties set forth herein do not apply to Products that have
              been (i) subjected to misuse, neglect or mishandling other than by
              Seller; (ii) repaired or altered by anyone other than Seller
              without Seller's approval; or (iii) improperly installed.

7.            LIMITATION OF WARRANTY

              THE WARRANTIES IN THIS AGREEMENT ARE GIVEN EXPRESSLY IN LIEU OF
              ALL OTHER WARRANTIES. SELLER MAKES NO OTHER WARRANTIES, EXCEPT AS
              STATED IN THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT
              LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
              PARTICULAR PURPOSE. SELLER'S WARRANTY OBLIGATIONS AND BUYER'S
              REMEDIES ARE SOLELY AS SET FORTH IN SECTION 6.

8.            ACCEPTANCE

              All Products are subject to inspection at the Delivery Location.
              Acceptance shall be deemed to occur thirty (30) days after receipt
              of the Product at the Delivery Location unless TRW shall have
              provided Seller with notice of non-acceptance within such period.
              If a Product does not conform to the requirements of an Order or
              to the warranty set forth in Section 6, as the case may be, the
              entire nonconforming quantity of Product delivered must be
              corrected by Seller at Seller's expense. Payment shall neither be
              deemed to constitute acceptance nor be a waiver of TRW's rights,
              in accordance with the terms of this Agreement.

9.            INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY

9.1           Seller shall indemnify, defend and hold TRW, NTI or Affiliate and
              its Customers harmless from and against any losses, damages,
              liabilities, expenses, judgements, and costs (including reasonable
              attorneys' fees and costs), resulting from any claim alleging that
              any Products infringe any patent or trademark right (Solely with
              respect to Seller's trademarks) of any third party ("IPR"), so
              long as TRW promptly notifies in writing Seller of such claim;
              permits Seller at its sole option, to defend and/or settle such
              claim; delegates to Seller all responsibility and authority for
              the defense and/or settlement thereof and provided further that
              TRW will not incur any liability, cost or expense hereunder
              without Seller's prior written approval. TRW will reasonably
              cooperate and assist in the defense and/or settlement of same at
              Seller's expense. In the event that any Products delivered by
              Seller hereunder are determined to infringe any IPR, Seller shall,
              in addition to its other obligations under this Section 9 and at
              Seller's option, either (i) obtain from such third party, at
              Seller's sole expense, the right for TRW, NTI or Affiliate and NTI
              or Affiliate's customers to continue using the infringing
              Products; (ii) modify or replace the infringing Products at
              Seller's sole expense so as to render them non-infringing, while
              maintaining fit, form and function acceptable to TRW and NTI or
              Affiliate; or (iii) only if neither (i) nor (ii) is reasonably
              available, accept

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<PAGE>

              return of all infringing Products purchased by TRW and refund to
              TRW the aggregate purchase price paid for all infringing Products.
              In addition, TRW reserves the right at any time to independently
              defend and/or settle such claim at its own expense.

9.2           Seller shall not have any liability to TRW, NTI, its Affiliates or
              their Customers under Section 9.1 for infringement, or claims
              thereof, that are based upon (1) the use of Products in
              combination with hardware, and/or software furnished by a third
              party if such infringement, or claim thereof, would have been
              avoided by the use of Products in combination with different
              hardware and/or software; (2) designs or special requirements
              provided by TRW, NTI or Affiliate to the extent that any such
              claims would have been avoided had not such designs or special
              requirements been implemented by Seller pursuant to TRW's, NTI's
              or Affiliate's requesT; or (3) the application or use of such
              Products unless such application or use was in a manner intended
              by Seller as reflected in Seller's applicable documentation.

9.3           The indemnity obligations under Section 9.1 of this Agreement, as
              qualified by Section 9.2, shall survive the termination or
              expiration of this Agreement.


10.           REGULATORY COMPLIANCE

10.1          TRW and Seller shall negotiate, in good faith, any requirements
              for regulatory approval for Products.

10.2          To the extent applicable, all user manuals or other operator
              manuals and/or written material supplied with the Products shall
              contain any warning notices required by any of the regulatory or
              testing bodies referenced in Section 10.1.

11.           LIMITATION OF LIABILITY AND DAMAGES

11.1          Neither party shall be liable for the respective portion of any
              loss, claim, expense, or damage determined to be caused by,
              contributed by, or arising out of, the acts or omissions of the
              other party or third parties, whether negligent or otherwise. The
              total liability of Seller on all claims whether in contract, tort
              (including sole or concurrent negligence), or otherwise, arising
              out of, connected with or resulting from the manufacture, sale,
              delivery, resale, repair, replacement, or use of Products, or this
              Agreement shall not exceed the value of the Product line or part
              thereof giving rise to the claim in each case, and [*] in the
              aggregate for all claims under this agreement.

11.2          EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTIONS 2, 9, 17, AND 19
              IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
              INCIDENTAL, CONSEQUENTIAL OR OTHER SUCH INDIRECT DAMAGES
              (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES OR PROFITS),
              WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT,
              WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
              OTHERWISE.

12.           DEFAULT AND TERMINATION

12.1          Any of the following shall constitute an act of default hereunder:


              a)    The material breach of either party to perform to any term,
                    condition or covenant of this Agreement and such failure has
                    not been corrected within sixty (60) days of the date of
                    receipt of written notice of such breach from the
                    non-defaulting party;

              b)    Either party is or becomes insolvent, or a party to any
                    bankruptcy or receivership proceeding or any similar action
                    affecting the financial condition of the party, or seeks to
                    make a compromise, arrangement or assignment for the benefit
                    of its creditors, or ceases doing business in the normal
                    course; or

[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

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              c)    The termination of the NTI Contract.

12.2          In the event any act of default shall occur, the party
              not in default shall have the right to terminate this Agreement,
              provided, with regard to subclauses (a) and (b) above only, (1)
              the non -defaulting party provides the other party with no less
              than thirty (30) days notice of such intent to terminate, and (2)
              the default has not been cured within such notice period.

13.           CHANGES

13.1          To satisfy its obligations under Section 6 of this Agreement,
              Seller will upgrade and/or retrofit all items of Product
              requiring Class A Changes due solely to design (for which Seller
              is responsible) or manufacturing defects for a period of [*]
              following the last shipment of any individual Product. Seller
              shall repair or replace Product in such a manner so as to meet
              and/or exceed reasonable Class A field upgrade completion
              schedules , which shall be dictated by the urgency of the problem
              and its affect on end-users.

13.2          TRW shall provide Seller such technical assistance as it
              reasonably requires to identify Class A problems and to decide on
              an economical way of implementing Class A Changes. Notwithstanding
              the foregoing, Seller shall bear the entire cost of redesigning
              Product, implementing, and retrofitting the Class A Change.

13.3          Seller shall cooperate with TRW, NTI or Affiliate in implementing
              all proposed modifications and changes to the Product as follows:

              Seller will advise TRW and NTI of any proposed change to the
              Product which would affect (i) form, fit or function of Product or
              (ii) backward compatibility of the Product from previous versions
              one hundred eighty (180) days prior to proposed implementation and
              will obtain TRW agreement thereto prior to implementation. TRW
              will have ninety (90) days after notification to order pre-change
              product. In the event of change to Product which affects backward
              compatibility, the changed Product shall be identified by
              specifying a different Product number. All notice shall be sent to
              the attention of:

              Nortel Networks
              5550 Skyline Way N. E.
              Calgary, Alberta
              Canada T2E 7Z7

              TRW Inc.
              One Space Park
              Redondo Beach, CA 90278
              Attention:    Judy Hertzberg

13.4          Seller shall cooperate with TRW and NTI or Affiliate in
              implementing all proposed modifications and changes to the Product
              requested by TRW, NTI or Affiliate. Seller agrees to communicate
              to TRW regarding an impact to the price and/or delivery of Product
              directly attributed to the requested modification and/or change
              within five (5) working days from the date TRW requests same.


14.           FORCE MAJEURE

              If the performance of this Agreement (including without limitation
              any deliveries hereunder, but excluding payment for shipped
              Product) is interfered with for any reason or any circumstance
              beyond the reasonable control of the performing party affected,
              including without limitation, fire, act of God, labor unrest, then
              the performing party affected shall be excused from such
              performance on a day - for - day basis to the extent of such
              interference (and the other party shall likewise be excused from
              performance on a day - for - day basis to the extent such party's
              obligations relate to the performance so interfered with);
              provided that the performing

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
     THE OMITTED PORTIONS.


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              party so affected shall use reasonable efforts to remove such
              causes of nonperformance; provided, further, that if any such
              interference extends for more than ninety (90) days, the non
              affected party shall have the right, without charge, to cancel the
              Order or Release affected by such interference.

15.           REPORTS

15.1          Seller shall submit to TRW :

              A quarterly and/or monthly report showing all Products ordered by
              and delivered to TRW during the immediately preceding quarter
              and/or month will be provided as agreed upon by the parties.

16.           OUT OF WARRANTY PRODUCT  REPAIRS AND PRODUCT DISCONTINUATION

16.1          Seller shall notify TRW [*] in advance of its intention to
              discontinue manufacture of any Products. The minimum information
              required shall be as follows:

              a)    specific part number involved and description;

              b)    final date for acceptance of an Order or a Release relating
                    to the discontinued Products;

              c)    future availability of spare parts.


16.2          For a period of [*] after Seller gives TRW notice of
              discontinuance of any Product , Seller shall provide repair
              service for all out of warranty Product at Seller's then current
              prices and on Seller's then generally prevailing terms and
              conditions.

16.3          If any Product is returned to Seller by TRW, NTI or Affiliate for
              repair and is subsequently found by Seller to be irreparable,
              Seller shall promptly notify TRW and NTI or Affiliate of such
              finding. Upon request after the provision of such notice, Seller's
              sole obligation shall be to provide TRW and NTI or Affiliate with
              an incremental cost proposal to replace the irreparable Product at
              Seller's then current prices and on Seller's then generally
              prevailing terms and conditions. In the event TRW does not
              exercise such proposal option, then Seller shall be deemed to have
              satisfied its obligations under this Agreement.

16.4          Seller shall assume all risk of loss or damage to any Products
              returned by TRW, NTI or Affiliate to Seller during the time that
              such Products are in the care, custody and control of Seller for
              the purpose of effecting repairs.


17.           CONFIDENTIALITY

17.1          Each of the parties recognizes and agrees that the unauthorized
              use or disclosure of Confidential Information would cause
              irreparable injury to the disclosing party for which it would have
              no adequate remedy at law, and that an actual or threatened breach
              of this section shall entitle the disclosing party to obtain
              immediate injunctive relief prohibiting such breach, to the extent
              it can prove such breach, in addition to any other rights and
              remedies available to it. If Confidential Information is disclosed
              orally, the disclosing party shall notify the receiving party of
              the confidential nature of the Confidential Information at the
              time of disclosure and such Confidential Information shall be
              reduced to writing, marked as confidential and delivered to the
              receiving party within thirty (30) days after oral disclosure.

17.2          For the period during and for five (5) years following the last
              day of the TERM all Confidential Information shall be subject to
              the following:


*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
     THE OMITTED PORTIONS.


                                       10
<PAGE>

17.2.1        The recipient shall restrict disclosure of the Confidential
              Information to recipient's employees with a "need to know" (i.e.
              employees that require the Confidential Information to perform
              their responsibilities in connection with this Agreement) and
              shall not disclose it to any other person or entity without the
              prior written consent of the disclosing party. Each party shall
              safeguard the Confidential Information of the other party with at
              least the same degree of care with which it guards its own
              Confidential Information, but in no event exercise less than
              reasonable standard of care.

17.2.2        The recipient shall use the Confidential Information only for the
              purposes of performing its obligations under this Agreement;

17.2.3        The recipient shall advise those employees who access the
              Confidential Information of their obligations with respect thereto
              and their limited rights to use such information;

17.2.4        The recipient shall copy the Confidential Information only as
              necessary for those employees who are entitled to receive it and
              ensure that all confidentiality notices are reproduced in full on
              such copies; and

17.2.5        The recipient shall return all copies of such Confidential
              Information to the disclosing party at the disclosing party's
              request.

17.2.6        If any Confidential Information is required to be disclosed in
              response to a valid order of the court or lawful request of a
              government agency, the recipient shall first notify the disclosing
              party of the order or request and permit the disclosing party to
              seek an appropriate protective order.

17.3          The confidentiality obligations set forth in this Section 17 will
              not apply to any Confidential Information that:

              a) becomes known to the general public without fault or breach
                 on the part of the receiving party;

              b) the receiving party obtains from a third party without breach
                 of a nondisclosure obligation and without restriction on
                 disclosure;

              c) is furnished to a third party by the disclosing party without a
                 reasonable restriction on such third party's rights;

              d) can by written records be shown to have been known by the
                 receiving party at the time of disclosure; or

              e) is developed independently by the receiving party, and such
                 independent development has been documented in writing.

17.4          Neither party shall publicly disclose any information regarding
              the terms and conditions contained herein without having received
              prior approval, in writing, from the other party.

17.5          The parties shall adhere to any applicable U.S. Government and
              foreign export control laws and regulations and shall not export
              or re-export any technical data or products received or the direct
              product of such technical data except in compliance with the
              applicable export control laws and regulations of the U.S.
              Government and any foreign country.

18.           LAWS AND REGULATIONS

              At no additional charge to TRW, Seller shall comply with and
              obtain all license and permits required by the Product and a
              Product shall be in conformance with all applicable US laws and
              governmental orders and regulations in effect at the time of
              shipment of the Product.

19.           INDEMNIFICATION AND INSURANCE

                                       11
<PAGE>

19.1          Each party (the "Indemnifying Party") shall indemnify and save
              harmless the other (the "Indemnified Party") from any liability or
              claim (including, without limitation, the costs and reasonable
              attorney's fees in connection therewith) that may be made by a
              third party for injury, including death, to persons or damage to
              property arising directly out of the Indemnifying Party's
              negligent acts or omissions in connection with such Party's
              performance of its obligations under this Agreement; provided, the
              Indemnified Party promptly notifies the Indemnifying Party in
              writing of any such liability or claim for which the Indemnifying
              Party is responsible hereunder and does not incur any liability,
              cost or expense hereunder without the Indemnifying Party's prior
              written approval, except in limited emergency circumstances where
              time does not allow for such approval, in which case the
              Indemnified Party shall give the Indemnifying Party written notice
              as much in advance as possible prior to incurring such liability,
              cost, or expense .

19.2          Seller shall maintain during its performance under this Agreement
              General Liability Insurance, including contractual, products
              liability and broad form vendors' property damage endorsement with
              the limits of $2,500,000 combined single limit per occurrence for
              bodily injury and property damage. Seller must provide property
              insurance to cover all consigned NTI material on Seller's premises
              during the term of the Agreement.

19.3          Prior to the commencement of the Term, Seller shall furnish to NTI
              a certificate of insurance evidencing that such insurance is in
              effect. In the event of cancellation or expiration of any
              insurance, Seller shall in such event furnish a new certificate.

20.           EXPORT AUTHORIZATION

20.1          Unless otherwise agreed to by Seller in writing, TRW shall assume
              all responsibility for obtaining any required export
              authorizations necessary to export from the United States any
              Products purchased hereunder or technical data or documents to be
              supplied hereunder by Seller. TRW shall not re-export Products or
              technical data or documentation of such data, to any proscribed
              countries, for which such prohibitions exist pursuant to sections
              of the U.S. Export Administration Regulations unless properly
              authorized by the U.S. Government.

20.2          Seller shall perform all administrative actions required by Seller
              to qualify each Product for preferential treatment under the rules
              of any applicable (current as the date hereof) trade treaty among
              Canada, Mexico and the U.S.A., including, without limitation, the
              North American Free Trade Agreement ("NAFTA"). If a Product
              qualifies under NAFTA, Seller shall prepare and distribute a NAFTA
              Certificate of Origin and any other documents required. Seller
              shall respond to requests for information regarding any NAFTA
              Certificate of Origin and assist TRW and NTI in resolving any
              Product eligibility issues. Seller shall be solely responsible for
              all penalties and costs resulting from a NAFTA Certificate of
              Origin, prepared by Seller, subsequently being determined to be
              invalid.

20.3          If a NAFTA Certificate of Origin is prepared for each shipment,
              Seller shall: (a) retain the original NAFTA Certificate of Origin
              in Seller's files with appropriate backup documentation, (b)
              attach a copy of the NAFTA Certificate of Origin to the
              customs/shipping documents for the qualifying Product, and (c)
              mark the customs/shipping documents with the legend: "Copy of
              NAFTA Certificate of Origin attached."

20.4          If a blanket NAFTA Certificate of Origin is prepared, Seller
              shall: (a) retain the original NAFTA Certificate of Origin in
              Seller's files with appropriate backup documentation, (b) mark the
              customs/shipping documents for the qualifying Product with the
              legend: "Copy of blanket NAFTA Certificate of Origin on file at
              NTI's customs offices in Milton, Ontario (Canada) and in
              Tonawanda, NY (U.S.A.)," and (c) mail copies of the NAFTA
              Certificate of Origin to the following offices:

                                       12
<PAGE>

<TABLE>
<S><C>

Canada:  Nortel Networks Limited  U.S.A.:  Nortel Networks, Inc.  Mexico:       Nortel Networks Limited
         Dept. 1540                        77 Oriskany Drive                    Dept. 1540
         610 Industrial Drive              Tonawanda, NY,                       610 Industrial Drive
         Milton, Ontario,                  U.S.A. 14150                         Milton, Ontario,
         Canada L9T 3H5                                                         Canada  L9T 3H5
</TABLE>


21.           CONTRACTUAL RELATIONSHIP

              Seller and TRW are independent contractors in all relationships
              and actions under and contemplated by this Agreement. This
              Agreement is not to be construed to create, or to authorize the
              creation of, any employment, partnership, or agency relation or to
              authorize TRW to enter into any commitment or agreement binding on
              Seller or to allow one party to accept service of any legal
              process addressed to, or intended for, the other party. TRW shall
              not make any warranties, guarantees or any other commitments on
              behalf of Seller.

22.           NOTICES AND REQUESTS

22.1          All legal notices required or otherwise provided under this
              Agreement except for certificates or documents under Section 20.4
              shall be sent by certified or registered U.S. mail (return receipt
              requested), postage prepaid, or by cable, telegram, facsimile,
              telex or hand delivery to the other party referencing this
              contract, and addressed as follows:

              Seller:               Endwave Corporation
                                    321 Soquel Way
                                    Sunnyvale, CA 94086

              Attention:            Vice President--marketing

              TRW:    TRW Inc.
                                    Telecommunications Products Division
                                    One Space Park
                                    Redondo Beach CA 90278

              Attention:            Subcontracts Manager

              or to such other address as the party to receive the notice so
              designates by written notice to the other party.

22.2          All other communications required or otherwise provided hereunder
              by one party to the other shall be in writing and shall be mailed
              by First Class United States mail, postage prepaid, to the
              following addresses or to such changed address as either party
              entitled to notice hereunder shall have communicated in writing to
              the other party:

              Seller:               Endwave Corporation
                                    321 Soquel Way
                                    Sunnyvale, CA 94086

              Attention:            Vice President--Marketing

              TRW:    TRW Inc.
                                    Telecommunications Products Division
                                    One Space Park Building

              Redondo Beach CA 90278

                                       13
<PAGE>

              Attention:            Subcontracts Manager

23.           GENERAL

23.1          The failure of a party to enforce any provision of this Agreement,
              shall not constitute a waiver of such provision or the right of
              such party to enforce such and every other provision.

23.2          Seller shall not in any advertising, sales promotion materials,
              press releases or any other publicity matters, except to the
              extent required by law or other regulation, use the name of TRW,
              NTI or Affiliate or any variation thereof or language from which
              the connection of said names may be implied without TRW or NTI (as
              the case may be) prior written approval, such approval not to be
              unreasonably withheld.

23.3          Neither party shall assign this Agreement, any Order or any rights
              under either without the written consent of the other party, such
              consent not to be unreasonably withheld.

23.4          Section headings are inserted for convenience only and shall not
              be used to interpret this Agreement.

23.5          This Agreement constitutes the entire agreement between the
              parties with respect to the subject matter hereof and supersedes
              all prior negotiations, proposals, commitments, writings,
              advertisements, agreements and communications of any nature
              whatsoever.

23.6          No provision of this Agreement shall be deemed waived, amended or
              modified by either party, unless such waiver, amendment or
              modification be in writing and signed by the party against whom
              enforcement of the waiver, amendment or modification is sought.

24.           DISPUTES AND GOVERNING LAW

24.1          This Agreement and any orders concluded under this Agreement shall
              be governed and construed in accordance with the laws of the State
              of Texas, excluding its rules with respect to the conflict by
              laws. TRW and Seller exclude the United Nations Convention on
              Contracts for International Sale of Goods from this Agreement or
              any supplemental agreement performed to implement this Agreement.

24.2          TRW and Seller agree to attempt to settle any claim or controversy
              arising out of this Agreement through consultation and negotiation
              in good faith and a spirit of mutual cooperation. Any dispute
              between the parties relating to this Agreement will first be
              submitted in writing to a panel comprised of a senior executive
              from each of TRW and the Seller, who will promptly confer in an
              effort to resolve such dispute. Each party's executive will be
              identified by notice to the other party and may be changed anytime
              thereafter by notice to the other. Any agreed decisions of the
              executives will be final and binding on the parties. In the event
              the executives are unable to resolve any dispute within thirty
              (30) days after submission to them, either party may then submit
              the dispute for arbitration to the American Arbitration
              Association ("AAA") for final decision, pursuant to the Commercial
              Arbitration Rules and Supplementary Procedures for Large Complex
              disputes of the AAA with instructions that the arbitration be
              conducted in the manner set forth in this Section 24.

24.3          Arbitration shall be conducted by three (3) arbitrators. Seller
              shall nominate one (1) arbitrator and TRW shall nominate one (1)
              arbitrator. The third arbitrator shall be agreed upon by the
              arbitrators nominated by Seller and TRW and the arbitrator
              selected by agreement between the arbitrators nominated by Seller
              and TRW shall serve as chairman of the panel. In the event either
              party fails to properly nominate its arbitrator within thirty (30)
              days from the date it receives notice of the request for
              arbitration, such arbitrator shall be appointed by AAA.

24.4          The place or arbitration shall be a neutral location selected by
              the AAA. The arbitration award shall be final and binding on the
              parties, and the parties agree to be bound thereby and to act
              accordingly. The costs of arbitration shall be borne by the party
              or parties as determined by the arbitration award.

                                       14
<PAGE>

24.5          When any dispute occurs and when any dispute is under arbitration,
              except for the matters under dispute, the parties shall continue
              to exercise remaining respective rights and fulfill their
              remaining respective obligations under this Agreement.

25.           YEAR 2000 COMPLIANCE

25.1          Seller represents and warrants that for so long as TRW, NTI or
              Affiliates have any right to use any of the Products provided
              pursuant to this Agreement, when used in accordance with
              appropriate documentation, shall (i) process date and time related
              data without causing any processing interruptions, abnormal
              terminations, or changes in performance characteristics, and (ii)
              shall process and manipulate all date and time related functions
              correctly. Without limiting the generality of the foregoing, all
              Products shall:

              a) correctly handle date and time related data before, during and
              after January 1, 2000, including but not limited to accepting date
              input, providing date output, and performing ongoing operations on
              dates and portions of dates including, but not limited to,
              calculating, comparing and sequencing of dates (in both forward
              and backward operations spanning century boundaries);

              b) correctly handle leap year calculations (including but not
              limited to identification of leap years, interval calculations,
              day-in-year calculations, day-of-the-week calculations, and
              week-of-the-year calculations);

              c) correctly handle all two and four digit date and time related
              input in a manner that resolves ambiguity as to century in a
              disclosed, defined and predetermined manner; and

              d) correctly store, retrieve and provide output of all date and
              time data in a manner that is unambiguous as to century.

                  Seller's obligations under this warranty will be limited to
              (a) replacing (b) repairing (c) adjusting or (d) modifying the
              part or parts, at Seller's sole option, or , at Seller's sole
              option, the Products which prove to not so perform during the term
              of this warranty, provided that TRW or NTI gives Seller prompt
              notice of any defect or failure and satisfactory proof thereof.
              Any defective part or parts must be returned to Seller's
              facilities for inspection. TRW shall prepay all freight charges to
              return any Products to Seller's facilities or any other repair
              facility designated by Seller. Seller shall deliver replacement or
              repaired Products to NTI freight prepaid to the NTI's facilities.
              Products returned to Seller for which Seller provides replacement
              under this warranty shall become the property of Seller. Products
              not manufactured by Seller are warranted only to the extent of and
              by the original manufacturer's warranty. Repaired or replaced
              parts or Products shall remain under warranty for the remainder of
              the warranty period on the Products. This warranty does not apply
              to (a) faulty performance caused by any item that has been
              subjected to misuse, neglect, abuse or accident, or (b) to any
              item that has been altered or repaired by anyone other than Seller
              or Seller's duly authorized representative without Seller's
              written approval. Seller's obligations under this warranty will
              not apply to any Product which (a) is normally consumed in
              operation or (b) has a normal life inherently shorter than the
              Y2000 warranty period stated in this Paragraph 25. TRW's sole and
              exclusive remedies in connection with a breach of this warranty
              are as set forth herein.

26.      TERMINATION OF MW ORDERS

26.1          Seller and TRW agree that this Agreement supersedes and terminates
              in their entirety the MW Orders. Any work with regard to the NTI
              Contract to be performed after the date hereof shall be performed
              pursuant to the terms of this Agreement.


IN WITNESS WHEREOF, the parties hereto have, by their duly authorized
representatives, executed this SUPPLY AGREEMENT as of the Effective Date.

                                    TRW INC.

ENDWAVE CORPORATION


                                       15
<PAGE>

BY: /s/ EDWARD A. KEIBLE, JR.                  BY: /s/ WESLEY G. BUSH
   -----------------------------------------      ----------------------------

NAME: Edward A. Keible, Jr.                    NAME: Wesley G. Bush
     ---------------------------------------        --------------------------

TITLE: President and Chief Executive Officer   TITLE: Vice President
      --------------------------------------         -------------------------

DATE: March 31, 2000                           DATE: March 31, 2000
     ---------------------------------------        --------------------------




                                       16
<PAGE>




                         APPENDIX A PRODUCTS AND PRICES

1.     PRODUCT DEFINITION

          Products currently subject to this Agreement are (i) as described in
          the NTI Specifications for 24GHz Transceiver Equipment, Production
          Phase, Issue 05, Stream 00, dated March 24, 1999 and (ii) as described
          in the NTI Specifications for 26 GHz transceiver equipment, production
          phase, issue 03, stream 00, dated April 13, 1999.



                                       17
<PAGE>

2.     PRICE

         [*]


[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.


                                       18


<PAGE>

         [*]

4.       ORDER AND DELIVERY PROCESS

         TRW agrees to provide a rolling 12 month forecast to Seller covering 24
         GHz and 26GHz modules. Based on this rolling 12 month forecast, Seller
         and TRW agree to the following terms and conditions for the Modules
         noted;
<TABLE>

            FORECAST PERIOD                            TERMS AND CONDITIONS
<S>                            <C>
         --------------------- ----------------------------------------------------------------------------
         Week 1 - 6            This period shall be referred to as "firm".  During this period the
                               forecasted Order Quantity and Delivery Date cannot change.
         --------------------- ----------------------------------------------------------------------------
         Week 7 - 10           This period shall be referred to as "flexible".  During this period the
                               Order Quantity may change by plus or minus [*] of the quantity forecast
                               but the Delivery Date may not change.
         --------------------- ----------------------------------------------------------------------------
         Week 11 - 52          This period shall be referred to as "open".  During this period the
                               Delivery Date and Order Quantity may be
                               totally altered without cost to NTI.
         --------------------- ----------------------------------------------------------------------------
</TABLE>

         The rolling 12 month forecast provided to Seller by TRW is not a
         commitment to buy. This forecast will be provided on a weekly basis,
         promptly following TRW's receipt of such parallel forecasts from NTI.


[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.


                                       19
<PAGE>





                        APPENDIX B SHIPPING AND DELIVERY

Shipping Location:   Diamond Springs, CA

Rescheduling Period:       Product may be rescheduled up to 4 weeks prior  to
                           scheduled Shipping Date.

Cancellation Period:       Product may be canceled up to 6 weeks prior to
                           scheduled Shipping Date.

Maximum Delivery Period:   8 weeks

Minimum Order Amount:      [*]





[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

                                       20
<PAGE>

                         APPENDIX C QUALITY CONFORMANCE

GENERAL REQUIREMENTS

              Seller shall have in place a CFC free Ozone Depleting Substance
              (ODS) manufacturing facility or at a minimum a Corporate plan to
              achieve a CFC free process by December 31,1998. Seller's products
              or packing materials shall not contain any ODS materials as
              outlined in the Montreal Accord (1990).

PRODUCT AND SUPPLIER QUALIFICATION

1.            Seller, as part of this agreement shall be required to
              collectively meet the requirements of a NTI Qualification Audit.
              This shall be part of the business "partnership" process. TRW, NTI
              or Affiliate agrees to give Seller a minimum of 10 working days
              notice before the audit date.

              It is noted by both parties that while supplier audits are a
              necessary and beneficial business requirement of TRW, NTI or
              Affiliate, it is agreed that the outcome shall not be used to
              directly circumvent or diminish the business agreement except in
              cases of gross product defects, functional failure or delivery
              shortage.

              It is agreed that Seller and TRW, NTI or Affiliate technical and
              management personnel will cooperate fully to achieve the best
              possible results. The report content and frequency shall be agreed
              to at the time of the audit. This audit includes the following
              sections;

1.1           PRODUCT FUNCTION AND REGULATORY CONFIRMATION

              Seller shall be asked to demonstrate the processes, test methods,
              criteria, facilities, equipment and documentation records that
              have been retained to confirm all the requirements outlined in the
              Product Specification have been met.

1.2           MANUFACTURING CAPABILITY AND QUALITY SYSTEM

              Seller shall agree to have its processes for design, procurement,
              manufacturing, testing, delivery, overall quality system and other
              related areas, qualified by TRW/NTI Audit team pursuant to
              standards which are mutually agreeable between the parties.

              Seller shall provide the team access during normal working hours
              to facilities, personnel and records necessary to complete the
              audit.

              TRW, NTI or Affiliate agrees that the audit team shall be subject
              to Seller's normal safety, security and confidentiality
              requirements and shall not unreasonably interfere with the daily
              operations of the business.

1.3           ONGOING QUALITY AND SERVICE OPERATIONS

              Seller agrees to provide NTI or Affiliate with an ongoing quality
              commitment to constantly improve the design, manufacturing
              process, product reliability and service of the product.

              Seller agrees to have implemented and to be able to demonstrate
              the following quality systems;

              A. SELLER CORRECTIVE ACTION PROCESS

              This process provides for an ongoing quality relationship with
              Sellers vendors to record, control and resolve quality issues to
              prevent sub-standard components being installed in the final
              product. The TRW/NT audit team shall review this process and ask
              for related documentation and records.

                                       21
<PAGE>

              Reports not required, but records shall be retained.

              B. NTI OR AFFILIATE CORRECTIVE ACTION PROCESS

              This process provides for the joint management of field returns
              from NTI or Affiliate and the corrective action required to fix
              the problem whether it be caused by design, manufacturing,
              testing, packing, distribution, billing etc.

              Reports are required at agreed intervals outlining the number of
              defective products arranged in accordance to the largest incidence
              of defects. Each line item shall have the corrective action plan
              with the prime person assigned to it and a completion date.

              C. PRODUCT RELIABILITY GROWTH

              During the ongoing manufacture and sale to NTI or Affiliate it is
              expected that as part of a joint commitment to quality products,
              that Seller demonstrate a continual product reliability growth.

              This can be accomplished by design improvements (within the Form,
              Fit and Function of the Product Spec) manufacturing processes, new
              suppliers, or by any means Seller so chooses.

              Reports are required at agreed intervals that illustrate the
              current reliability level, a six month running history record and
              a list of actions that were used to create the growth.

              D. DESIGN MATURITY

              This provides for the reduction of active design changes
              incorporated in products sold to TRW. It is expected that Seller
              have a minimal amount of design changes applied to new and
              especially mature, products, except those to improve performance
              and reduce costs.

              E. KEY MANUFACTURING DATA

              During the facilities audit, TRW, NTI or Affiliate and Seller
              shall agree on the key manufacturing or testing parameters that
              directly determine product quality and reliability.

              As part of a good Statistical Process Control (SPC) process,
              Seller agrees to monitor, maintain and take whatever corrective
              action required to keep these key parameters within the control
              limits. Seller shall agree to notify TRW, NTI or Affiliate within
              two working days of any out of control situation and the steps
              being taken to correct it. Seller shall have in place a system to
              ensure products manufactured during an out of control period are
              not shipped to TRW, NTI or Affiliate until test results have been
              analyzed and permission has been obtained from TRW, NTI or
              Affiliate to ship the product.

              Reports are required at agreed intervals comprising of copies of
              SPC data illustrating the key parameter, it's limits and the
              actual results for the month.

              F. PRODUCT QUALITY (ONGOING)

              SELLER agrees to have in place and to show evidence of use within
              their quality system, workmanship standards that fully represent
              the limits and expectations of the quality attributes of products
              sold to TRW, NTI or Affiliate.

1.4           QUALITY MEASUREMENTS

                                       22
<PAGE>

              1. Seller agrees to respond to written quality concerns
              communicated to Seller by TRW, NTI or Affiliate, following receipt
              from TRW, NTI or Affiliate of appropriate data and suspect
              material, in the following manner:

              a) verbally within five working days; and

              b) in writing within ten working days.

              2. All items of Product supplied shall have an annual accumulated
              customer return rate equal to or [*], reduced to [*] and further
              reduced to [*] after first product shipment.

              3. Seller agrees to monitor and report monthly to TRW and NTI or
              Affiliate Return Rates and a summary of the reasons for failure.
              The parties will cooperate to investigate and resolve quality
              issues related to such reports.

[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

                                       23
<PAGE>



                              APPENDIX D AFFILIATES

                         NORTHERN TELECOM INC. COMPANIES

  (NTL PLUS ENTITIES IN WHICH NTL POSSESSES, DIRECTLY OR INDIRECTLY, MORE THAN
    50% OF THE OUTSTANDING VOTING SECURITIES) (THIS LIST DOES NOT INCLUDE "SHELL
    COMPANIES" - THOSE WHICH ARE HOLDING COMPANIES AND HAVE NO EMPLOYEES OR
    WHICH ARE ACTUALLY INACTIVE OR SPECIAL PURPOSE FINANCIAL COMPANIES.
    OWNERSHIP IS 100% UNLESS OTHERWISE INDICATED.)
<TABLE>
<S>                                                  <C>                                <C>
                                                                                         Percentage Ownership
NORTHERN TELECOM COMPANIES                           COUNTRY                                 IF NOT 100%
--------------------------                           -------                            ----------------------
Bell Atlantic Meridian Systems                          USA                                         80.0%
Bell-Northern Research Ltd.                             Canada                                      70.0%
BNR Europe Limited                                      England
BNR Inc.                                                USA
Brock Telecom Limited                                   Canada
Cook Electric Telecomunicacoes S/A                      Brazil
Data 100 (Western Pacific) Pty. Limited                 Australia
Integrated Networks Limited                             England
Matra Communication S.A.S.                              France                                      50.0%
Netas - Northern Electric Telekomunikasyon A.S.         Turkey                                      51.85%
NorTel Australia Pty. Limited                           Australia
Nortel Communications (Israel) Limited                  Israel
NORTEL Communications Systems Inc.                      USA
Nortel Europe S.A.                                      France
Nortel Federal Systems Inc.                             USA
Nortel Limited                                          England
Nortel Matra Cellular SCA                               France                                      66.0%
Nortel New Zealand Limited                              New Zealand
Nortel Post and Telecommunications Technical Inc.       People's Republic of China                  60.0%
Nortel/Dasa Network Systems GmbH and Co. KG             Germany                                     50.0%
Northern Telecom (Asia) Limited                         Hong Kong
Northern Telecom (CALA) Corporation                     USA
Northern Telecom (Dublin) Limited                       Ireland
Northern Telecom (Ireland) Limited                      Ireland
Northern Telecom (Kedah) Sdn. Bhd.                      Malaysia
Northern Telecom (Luxembourg) S.A.                      The Netherlands
Northern Telecom (Malaysia) Sendirian Berhad            Malaysia
Northern Telecom (Northern Ireland) Ltd.                Northern Ireland
Northern Telecom (Penang) Sdn. Bhd.                     Malaysia
Northern Telecom (Portugal) S.A.                        Portugal
Northern Telecom (Puerto Rico) Inc.                     Puerto Rico
Northern Telecom (Thailand) Limited                     Thailand
Northern Telecom AG                                     Switzerland
Northern Telecom Bulgaria EOOD                          Bulgaria
Northern Telecom B.V.                                   The Netherlands
Northern Telecom Canada Limited                         Canada
Northern Telecom Components Sdn. Bhd.                   Malaysia
Northern Telecom de Argentina, S.A.                     Argentina
Northern Telecom de Colombia S.A.                       Colombia
Northern Telecom de Mexico, S.A. de C.V.                Mexico
Northern Telecom de Venezeula Compania Anonima          Venezeula
Northern Telecom do Brasil Industria e Commercio Ltda.  Brazil
Northern Telecom Global Corporation                     Canada
Northern Telecom GmbH                                   Germany
Northern Telecom Inc.                                   USA
Northern Telecom Industries Sdn. Bhd.                   Malaysia
</TABLE>

                                       24
<PAGE>

Northern Telecom International Finance B.V.             The Netherlands



                                       25
<PAGE>



                                AFFILIATES (CONT)

                           NORTHERN TELECOM COMPANIES

  (NTL PLUS ENTITIES IN WHICH NTL POSSESSES, DIRECTLY OR INDIRECTLY, MORE THAN
    50% OF THE OUTSTANDING VOTING SECURITIES) (THIS LIST DOES NOT INCLUDE "SHELL
    COMPANIES" - THOSE WHICH ARE HOLDING COMPANIES AND HAVE NO EMPLOYEES OR
    WHICH ARE ACTUALLY INACTIVE OR  SPECIAL PURPOSE FINANCIAL COMPANIES.
    OWNERSHIP IS 100% UNLESS OTHERWISE INDICATED.)
<TABLE>
<CAPTION>
<S>                                                  <C>                                         <C>
                                                                                                 Percentage Ownership
NORTHERN TELECOM COMPANIES                                    COUNTRY                                 IF NOT 100%
--------------------------                                    -------                            ----------------------

Northern Telecom International Limited                        Canada
Northern Telecom Italia S.p.A.                                Italy
Northern Telecom Japan Inc.                                   Japan
Northern Telecom Korea Limited                                Korea
Northern Telecom Limited                                      Canada
Northern Telecom Maroc SA                                     Morocco                                    60.0%
Northern Telecom N.V.                                         Belgium
Northern Telecom Scandinavia AS                               Norway
Northern Telecom Singapore Pte. Limited                       Singapore
NT Immobilier S.A.                                            France
NT Meridian S.A.                                              France                                     82.0%
Prism Systems Inc.                                            Canada
Shanghai Nortel Semiconductor Corporation            People's Republic of China
Sociedad Espanola de Distribucion de Equipos de
     Telecommunicaciones Northern Telecom, S.A.               Spain
Tong Guang - NorTel Limited Liability Company                 People's Republic of China                 55.0%
TTS Meridian Systems Inc.                                     Canada
Ultel                                                         Azerbaijan                                 51.0%
Vesnet                                                        Kazakhstan                                 51.0%
</TABLE>

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