EXHIBIT 10.11

TO:      THE OFFICERS OF ENDWAVE CORPORATION

FROM:    ED KEIBLE

DATE:    MARCH 31, 2000

RE:      ENDWAVE OFFICER RETENTION PLAN

     Upon the closing of the merger between Endgate Corporation and TRW
MilliWave Inc. (the "Merger") to create EndWave Corporation (the "Company"), you
will be eligible to participate in the EndWave Officer Retention Plan (the
"Plan"). The terms of the Plan are as follows:

1. INVOLUNTARY TERMINATION WITHOUT "CAUSE" AND PRIOR TO "CHANGE OF CONTROL"

     Involuntary termination of your employment with the Company without "Cause"
and prior to a "Change of Control" will entitle you to a severance benefit in
the form of salary continuation for a period detailed below. Benefits (I.E.,
health, disability and life insurance but not 401(k) plan or flexible benefits)
will be continued for that same period. Final year bonus will be payable based
on your total annual base salary, which will be prorated for the time in the
annual cycle and the accrual to the date of your termination. All options
awarded before the closing date of the Merger will immediately vest in full, and
all options awarded on or after the closing date of the Merger will vest as
though you had remained employed for twice the salary continuation period (E.G.,
CEO would vest fully in all options awarded before the closing date and vest by
24 months in all options awarded on or after the closing date). Salary
continuation (subject to applicable tax withholding) will be as follows:

o    CEO         Greater of 12 months or 2 months for each completed year of
                 service.
o    COO & CFO   Greater of 9 months or 1.5 months for each completed year of
                 service.
o    EVPs & VPs  Greater of 6 months or 1 month for each completed year of
                 service.

2. "CHANGE OF CONTROL" WITHOUT TERMINATION OF EMPLOYMENT

     Options will vest as in section 1 above. This will mean that the salary
continuation period will be used to measure the acceleration of vesting of
options awarded on or after the closing date of the Merger, even though no
salary continuation will actually be paid.

3. INVOLUNTARY TERMINATION WITHOUT "CAUSE" UPON OR WITHIN SIX MONTHS FOLLOWING
"CHANGE OF CONTROL"

     Severance package identical to section 1 above, except that salary
continuation period and corresponding amount of option accelerated vesting
(after combining the amount of acceleration under sections 2 and 3) will be
doubled.


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4. DEFINITIONS.

     "Cause" means your misconduct, including but not limited to: (i) your
conviction of any felony or any crime involving moral turpitude or dishonesty,
(ii) your participation in a fraud or act of dishonesty against the Company,
(iii) any conduct that, based upon a good faith and reasonable factual
investigation and determination by the Company's Board of Directors (the
"Board"), demonstrates a gross unfitness to serve, (iv) any conduct that, based
upon a good faith and reasonable factual investigation and determination by the
Board, consists of willful and repetitive acts having the effect of injuring the
business or reputation of the Company or any of its affiliates, or (v) your
intentional, material violation of any contract between the Company and you or
any statutory duty you owe to the Company that is not corrected within thirty
(30) days after written notice to you. Any physical or mental disability shall
not constitute "Cause".

     "Change of Control" means that any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any
comparable successor provisions (excluding TRW Inc., any of its affiliates and
any employee benefit plan, or related trust, sponsored or maintained by the
Company or any of its affiliates), becomes the beneficial owner of securities of
the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of Directors of the Company.

5. ADJUSTMENT OF PAYMENT TO ACHIEVE BETTER AFTER-TAX RESULT

     If any payment or benefit you would receive pursuant to a Change of Control
from the Company or otherwise ("Payment") would (i) constitute a "parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the
excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such
Payment shall be reduced to the Reduced Amount. The "Reduced Amount" shall be
either (x) the largest portion of the Payment that would result in no portion of
the Payment being subject to the Excise Tax or (y) the largest portion, up to
and including the total, of the Payment, whichever amount, after taking into
account all applicable federal, state and local employment taxes, income taxes,
and the Excise Tax (all computed at the highest applicable marginal rate),
results in your receipt, on an after-tax basis, of the greater amount of the
Payment notwithstanding that all or some portion of the Payment may be subject
to the Excise Tax.

     If a reduction in payments or benefits constituting "parachute payments" is
necessary so that the Payment equals the Reduced Amount, reduction shall occur
in the following order unless you elect in writing a different order (PROVIDED,
HOWEVER, that such election shall be subject to Company approval if made on or
after the date on which the event that triggers the Payment occurs): reduction
of cash payments; cancellation of accelerated vesting of stock awards; reduction
of employee benefits. In the event that acceleration of vesting of stock award
compensation is to be reduced, such acceleration of vesting shall be cancelled
in the reverse order of the date of grant of your stock awards unless you elect
in writing a different order for cancellation.

     The accounting firm engaged by the Company for general audit purposes as of
the day prior to the effective date of the Change of Control shall perform the
foregoing calculations. If


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the accounting firm so engaged by the Company is serving as accountant or
auditor for the individual, entity or group effecting the Change of Control, the
Company shall appoint a nationally recognized accounting firm to make the
determinations required hereunder. The Company shall bear all expenses with
respect to the determinations by such accounting firm required to be made
hereunder.

     The accounting firm engaged to make the determinations hereunder shall
provide its calculations, together with detailed supporting documentation, to
the Company and you within fifteen (15) calendar days after the date on which
your right to a Payment is triggered (if requested at that time by the Company
or you) or such other time as requested by the Company or you. If the accounting
firm determines that no Excise Tax is payable with respect to a Payment, either
before or after the application of the Reduced Amount, it shall furnish the
Company and you with an opinion reasonably acceptable to you that no Excise Tax
will be imposed with respect to such Payment. Any good faith determinations of
the accounting firm made hereunder shall be final, binding and conclusive upon
the Company and you.


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