AGREEMENT AND INSTRUMENT OF PURCHASE AND SALE

         This   agreement   and   instrument   of  purchase   and  sale  (herein
"Instrument")  entered into as of the 24th day of May, 1996 ("Instrument  Date")
is by and between ST  Microwave  Corporation,  a Delaware  corporation  with its
principal offices at 955 Benicia Avenue, Sunnyvale, California, 94086 ("Seller")
and Communications & Power Industries,  Inc., a Delaware corporation,  operating
through its Satcom Division  located at 3200 Patrick Henry  Drive,  Santa Clara,
California, 95054 ("Buyer").

         Subject  to all of the terms and  conditions  of this  Instrument,  the
parties hereto represent, warrant, sell, assume and agree as follows:

1.       Sale of Assets

         Seller hereby sells,  assigns and transfers to Buyer,  and Buyer hereby
buys and accepts from Seller,  all of Seller's right,  title and interest in the
following  assets  (collectively  "Assets") of Seller's  Benecia  Communications
Division ("Transceiver Business") whose business is the design, manufacture, and
sale of radio frequency transceivers ("Transceivers").

         1.1 Equipment. All machinery, tooling, appliances, equipment (including
         essential replacement parts), other tangible personal property of every
         kind and description  owned or leased by Seller and primarily  utilized
         by Seller in operation of the Transceiver Business and any transferable
         supplier  warranty  rights  related  thereto,  if  any,   (collectively
         "Equipment"). A summary of Equipment as of _____________ is attached as
         Exhibit 1.1.

         1.2 Inventories.  All of Seller's  supplies and inventories of finished
         parts, raw materials,  work in process, and finished goods with respect
         to the  Transceiver  Business as of the Instrument  Date  (collectively
         "Inventories").  A summary of  Inventory  as of __________ is  attached
         as Exhibit 1.2.

         1.3  Other   Contracts  and  Open  Bids.  All  other  purchase   orders
         (acknowledged  or  otherwise),  open bids,  orders  resulting from open
         bids,  contracts,  claims  against  other  parties  (including  without
         limitation   unliquidated  rights  under   manufacturers'  or  vendors'
         warranties  or   guarantees),   rights  under   commitments,   unbilled
         receivables,  down  payments,  progress  or  advance  payments  already
         received  and  portions  already  deducted  by the  customer  from  the
         billings  related  to sales  contracts  specifically  assumed  by Buyer
         pursuant to this Instrument, and other agreements and licenses, if any,
         of  Seller  relating  primarily  to  the  Transceiver  Business  on the
         Instrument  Date  ("Contracts").  A  definitive  backlog  list  of open
         purchase  orders and  contracts  as of  ______________  is  attached as
         Exhibit 1.3.

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         1.4  Books and Records. Except those books, records and documents which
         Seller is  legally  required  to retain  (copies of which have been and
         will be provided to Buyer and made  available  to Buyer for  inspection
         and  review  during  reasonable  business  hours),  all  records of the
         Transceiver  Business  relating  to any  or all of the  above-described
         Assets or the operation of the Transceiver Business,  including but not
         limited to all trade secrets,  engineering  drawings,  product  design,
         computer   design  data  and  programs,   blueprints,   specifications,
         technical  documentation,  memoranda,  data, marketing  information and
         customer lists related to the products  designed,  manufactured or sold
         by the Transceiver Business.

         1.5  Licenses.  A fully paid up license to utilize all  patents,  trade
         secrets and designs owned by Signal  Technologies  Corporation  and any
         Division or Subsidiary  thereof which are necessary for the  continuing
         development, production, and support of the Transceiver Business.

         1.6 Other Nonexcluded  Assets. It is the intent of the parties that the
         entire operation  assets of the Transceiver  Business shall be sold and
         transferred  to Buyer  hereunder.  Therefore,  in the event  that it is
         discovered that other assets or properties possessed and used by Seller
         primarily in the  Transceiver  Business of the type intended to be sold
         and  transferred  hereunder are not reflected on the exhibits  attached
         hereto,  such other assets and properties shall be deemed sold to Buyer
         as  Assets  hereunder  and  Seller  shall  take  such  action as may be
         necessary to transfer title thereof to Buyer.

         1.7 No Other Assets or Rights Transferred to Buyer. Except as set forth
         in Sections 1.1 through 1.6 above,  nothing in this Agreement  shall be
         construed as conferring on Buyer,  and Buyer shall not acquire  hereby,
         any right,  title or interest to or in any other  property or assets of
         Seller, whether tangible or intangible. Buyer shall not have any right,
         title or interest in or to the operation,  products, property, patents,
         technology,  know-how,  cash, cash  equivalents,  financial  resources,
         insurance coverages,  management services or assets of Seller which are
         not Assets as described herein,  nor any others  specifically  excluded
         herein,  and Buyer shall not have any right, title or interest in or to
         any other operation, subsidiary or division of Seller.

         Buyer shall not acquire any right, title or interest in or right to use
         the name  "Benecia  Communications"  or any other  trademarks  or trade
         names of Seller.

2.      Payment

        As  consideration  of the Assets  purchased  by Buyer  pursuant  to this
Instrument,  Buyer hereby assumes the  liabilities  described in Section 4 below
and hereby agrees to pay Seller in United States currency EIGHT HUNDRED THOUSAND
DOLLARS (US$800,000) ("Purchase Price") as follows:

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<PAGE>

         2.1  Payment  Terms.  Buyer  shall pay to Seller the sum of $640,000 by
         wire transfer within five days of the signing of this Agreement by both
         parties,  with the balance of $160,000  payable  seven (7) working days
         thereafter.

         2.2 Purchase  Price  Allocation.  Buyer shall  provide  Seller with the
         allocation of Purchase  Price within sixty (60) days of the  Instrument
         Date. The Purchase Price  allocation  shall be based upon the estimated
         fair market  value of the Assets  acquired.  Buyer and Seller  agree to
         comply with Section 1060 of the Internal Revenue Code of 1986 in making
         the allocation of the Purchase Price among the Assets and in making all
         necessary filing including but not limited to Section 1060.

3.       Bulk Transfer Waiver

         Buyer waives  compliance with the requirements or provision of the bulk
transfer  laws of any state or  jurisdiction  in which the Assets are located or
are to be transferred, including but not limited to the Uniform Commercial Code,
the Uniform Fraudulent Transfers Act and California Commercial Code Section 6101
et seq. In addition to the general  indemnity  provided under Section 10 hereof,
Seller  specifically agrees to indemnify and save Buyer harmless against any and
all loss, claim,  expenses or damage,  including  attorneys fees, arising out of
noncompliance with such bulk transfer laws.

4.       Liabilities

         Buyer  hereby  assumes  all  the  liabilities  and  obligations  of the
Transceiver  Business as disclosed or referenced  on the Exhibits  identified in
this  Section 4, and in  accordance  with the terms and  conditions  thereof and
below, as follows:

         4.1 Sales and Service Contracts. All  executory or partially  executory
         Contracts,  including but not limited to offers and firm  quotations of
         Seller  for the  sale of  Transceiver  Products,  Transceiver  Parts or
         Transceiver  Services  as  described  in Section  1.3 and/or  listed in
         Exhibit 1.3 and which  remain  executory or open in whole or in part on
         the Instrument Date;

         4.2  Purchases  of Material  and Supply  Contracts.  Each  executory or
         partially executory Contract for the purchase or lease of Equipment and
         Inventories,  limited to those for related goods,  supplies,  materials
         and/or services for the  manufacture and sale of Transceiver  Products,
         Transceiver Parts or Transceiver  Services, as described in Section 1.3
         and/or  listed in  Exhibit  1.3,  and  further  including  advance  and
         progress payment obligations, if any, on and after the Instrument Date.
         Seller will  deliver or make  available to Buyer a complete and correct
         list of purchase commitments as of the Instrument Date;

         4.3 Post Closing  Liabilities.  All  liabilities  for or arising out of
         operation  of the  Transceiver  Business  after  the  Instrument  Date,
         including but not limited to sales, service,

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         warranty  obligations  and liability to third parties for bodily injury
         or property  damage  relating to all  Transceiver  Products,  parts and
         services,  sold,  delivered  or rendered by Buyer after the  Instrument
         Date; and

         4.4 Excluded  Liabilities.  Except as expressly  and  specifically  set
         forth above in this Section 4 and in Sections 5,6,7,10,  and 15 hereof,
         Buyer assumes no liability for any obligation,  commitment or liability
         of Seller or the Transceiver Business,  and Seller agrees that it shall
         remain  liable  for all  such  unassumed  obligations,  commitments  or
         liabilities.

5.       Assignment or Novation of Specific Contracts, Rights, Etc.

         This Instrument  shall not constitute an agreement to assign any right,
title or interest  in, to or under any  contract,  license,  lease,  commitment,
sales,  order,  purchase  order or other  agreement or any claim or right to any
benefit  arising  under this  Instrument  or  resulting  from it if an attempted
assignment  thereof,  without the consent of a third party,  would  constitute a
breach thereof,  or any way adversely affect the rights of Buyer or Seller under
this  Instrument.  This  shall  be  true  despite  anything  contained  in  this
Instrument to the contrary.

         Each  party  shall use all  reasonable  efforts  to assist the other in
seeking  novation or consent to assignment  to Buyer if the specific  agreements
between  Seller  and third  parties  in all cases in which the  consent of third
parties is required for novation or assignment. Buyer shall accept such novation
or assignment on the same terms as the existing contract.  Buyer and Seller will
continue to cooperate with each other in good faith after the Instrument Date to
effectuate   the   assignment  or  novation  of  remaining  such  contracts  and
obligations  and the economic  benefits  thereof to Buyer.  If such  novation or
assignment  cannot be made as  aforesaid,  Buyer  shall  perform  the  remaining
obligations  under such contracts as a subcontractor to Seller and shall receive
the rights and benefits of Seller thereunder to the extent that such obligations
can be so  subcontracted  and such rights and benefits  can be so assigned.  All
agreements that may be required to be novated or assigned are included among the
Contracts identified in Section 1.3 and listed on Exhibit 1.3. To the extent any
such Contracts are not assigned,  novated or  subcontracted  by Buyer's de facto
performance, Seller shall remain responsible for their performance.

6.       Taxes

         Buyer shall pay all sales,  use, transfer and similar taxes arising out
of the  transfer of Assets  herein,  but not any income  taxes of Seller.  Buyer
shall provide Seller with appropriate resale certificates.  State and local real
and personal property taxes related to the Transceiver  Business for the current
tax year shall be  prorated  between  Buyer and Seller on the  following  basis:
Seller shall be  responsible  for payment of all such taxes for the period up to
and including the Instrument Date; and Buyer shall be responsible for payment of
all  such  taxes  for the  period  from  and  after  the  Instrument  Date.  Any
supplemental  property  taxes or  assessments  which  arise  from the  change in
ownership of the assets shall be the sole  responsibility of Buyer.  Buyer shall
not be

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<PAGE>

responsible for any business, occupation, withholding or similar tax, or for any
taxes of any kind for any period prior to the Instrument Date.  Seller shall not
be responsible for any business, occupation,  withholding or similar tax, or for
any taxes of any kind for any period after the Instrument Date. Any payments due
from one  party to the  other  pursuant  to this  Section  6 shall be paid on or
within thirty (30) days  following the  Instrument  Date. If the current  year's
taxes and assessments are not available as of the Instrument  Date, for purposes
of  apportionment  between Buyer and Seller and payment pursuant to this Section
6, the amount  thereof shall be estimated on the basis of the prior year's taxes
and  assessments  and any  incremental  payment shall be adjusted within fifteen
(15) days of receipt of the final tax statements.

7.       Representations and Warranties of Buyer

         Buyer   represents   and  warrants   that  the   following   facts  and
circumstances are as of the Instrument Date true and correct:

         7.1 Buyer is a corporation,  duly organized,  validly  existing in good
         standing under the laws of Delaware, with corporate power and authority
         to enter into this Instrument and to perform its obligations hereunder;

         7.2 This  Instrument  constitutes  a legal and  binding  obligation  of
         Buyer, enforceable in accordance with its terms;

         7.3 The execution and delivery of this Instrument and the  consummation
         of the transaction  described herein  ("Transaction") by Buyer has been
         duly  authorized  by all  necessary  corporate  actions of Buyer and no
         further corporate  authorization is or will be necessary on the part of
         Buyer; and

         7.4 The execution, delivery and performance of this Instrument by buyer
         will not violate any provision of,  conflict  with,  result in a breach
         of, constitute a default under,  result in the acceleration of or cause
         any lien or encumbrance to arise from, the corporate  charter or bylaws
         of Buyer,  or any court  order  judgment,  arbitration  award,  decree,
         mortgage,  indenture,  agreement or other  instrument by which Buyer is
         bound.

         Except as provided in this Section 7, no warranties or representations,
express or implied,  are made by Buyer to Seller.  Buyer's  representations  and
warranties shall survive for a period of one year from the Instrument Date.

8.       Representations and Warranties of Seller

         Seller   represents   and  warrants  that  the   following   facts  and
circumstances are as of the Instrument Date true and correct:

         8.1 Seller is a corporation duly organized,  validly  existing,  and in
good standing under the

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<PAGE>

         laws of Delaware,  with the corporate power and authority to enter into
         this Instrument and to perform its obligations hereunder;

         8.2 This  Instrument  constitutes  a legal and  binding  obligation  of
         Seller, enforceable in accordance with its terms;

         8.3 The execution and delivery of this Instrument and the  consummation
         of the Transaction by Seller, has been duly authorized by all necessary
         corporate actions of Seller and no further  authorization is or will be
         necessary on the part of the Seller.

         8.4 Title to Assets. Seller has good and marketable title to the Assets
         free and clear of any liens or encumbrances;

         8.5  Patents.  Seller  does not own or possess  the legal  right to any
         patents for the Transceivers. Seller has not been informed by any third
         party that products being  designed,  manufactured or sold by Seller in
         the normal and ongoing operations of the Transceiver  Business infringe
         on patent rights of another; and

         8.6  Contracts.  Seller  will  deliver  or make  available  to  Buyer a
         complete  and  correct  list  as of the  Instrument  Date of all of the
         Transceiver Business's contracts,  orders and commitments together with
         all  amendments  thereto,   directly  and  materially  related  to  the
         Transceiver Business.

         Except as provided in this Section 8, no warranties or representations,
express  or  implied,  are made by Seller  to Buyer  regarding  the  Transceiver
Business or the Assets. Seller specifically disclaims any warranty whatsoever as
to the continued  viability of the  Transceiver  Business  after its transfer to
Buyer. Seller's representations and warranties shall survive for a period of one
year from the Instrument Date.

9.       Obligations of Seller

         Within seven (7) working days of the Instrument Date,  Seller shall put
Buyer or its designee into full  possession  of all the Assets.  Seller shall at
Buyer's   expense,   execute,   acknowledge   and  deliver  any  further  deeds,
assignments,  conveyances,  and other  assurances,  documents and instruments of
transfer,  reasonably required by Buyer pursuant to this Instrument,  and Seller
shall take any other action  consistent with the terms of this Instrument,  that
may reasonably be requested by Buyer for the purpose of assigning, transferring,
granting,  conveying,  reducing to  possession  and  confirming  to Buyer or its
designee any and all Assets to be conveyed and transferred by this Instrument.

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<PAGE>

10.      Indemnifications

         10.1 Seller's Indemnification. Seller shall indemnify and hold harmless
         Buyer  from and  against  loss  arising  out of or  resulting  from any
         liability or claim in respect of any  misrepresentation  made by Seller
         in this  Instrument  or any  breach of a  surviving  representation  by
         Seller under this Instrument.

         10.2 Buyer's  Indemnification.  Buyer shall indemnify and hold harmless
         Seller  from and against  loss  arising  out of or  resulting  from any
         liability  or  claim  in  respect  of the  operation  by  Buyer  of the
         Transceiver  Business after the Instrument Date, any  misrepresentation
         or breach of warranty by Buyer  under this  Instrument,  or any and all
         liabilities  and   obligations   assumed  by  Buyer  pursuant  to  this
         Instrument.

         10.3   Indemnification,   Notice  and  Counsel.   The   indemnification
         obligations  provided for in Sections  10.1 and 10.2 above shall extend
         for a period of two (2)  years  after the  Instrument  Date.  The party
         seeking  indemnification  shall give  notice  promptly  of any claim or
         proceeding by reason of which  indemnification may arise under Sections
         10.1 and 10.2 and the party from which  indemnification is sought shall
         have  the  right  to  defend  such  claim or  proceeding  with  counsel
         reasonably satisfactory to the party seeking indemnification.

11.      Access to Records

         From and after the Instrument Date,  Seller and Buyer shall afford each
other and their counsel,  accountants and other  representatives  such access to
records which,  after the Instrument  Date, are in the custody or control of the
other party and which either party  reasonably  requires in order to comply with
its  obligations  under the law,  including  but not limited to audits by taxing
authorities,  or which Buyer reasonably  requires to comply with its obligations
under contracts assumed by it pursuant to this Instrument.

12.      Transition Services

         Seller  shall  provide to Buyer and Buyer shall  provide to Seller upon
such reasonable terms as Buyer and Seller shall hereinafter agree to in writing,
such services and supplies as are reasonably  necessary to complete the transfer
of assets and operation of the  Transceiver  Business  following the  Instrument
Date.

13.      Termination of Existing Agreements

         Upon signing this  Agreement,  the following  existing  agreements  are
hereby terminated by mutual agreement of the parties:

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1.       COOPERATIVE   DEVELOPMENT   AGREEMENT  BETWEEN  COMMUNICATIONS  & POWER
         INDUSTRIES,   INC.  AND  ST   MICROWAVE,   INC.  FOR  RADIO   FREQUENCY
         TRANSCEIVERS FOR SATELLITE COMMUNICATIONS

2.       CPI Purchase Order No. 178076

3.       CPI Purchase Order No. 219063

4.       CPI Purchase Order No. 246352

5.       CPI Purchase Order No. 246365

14.      Non-competition

         For a  period  of five  (5)  years  from the  Instrument  Date,  Seller
covenants  not to engage in any  activities  which are the same as or similar to
and directly  competitive with Buyer's business activities involving the design,
manufacture,  sales and service of Transceivers to third parties.  This covenant
shall apply everywhere  Seller has engaged in any business activity with respect
to Transceivers.

15.      Costs

         Each of the parties shall pay all of its own costs and expenses and any
fees, commissions or other charges incurred or to be incurred in negotiating and
preparing this Instrument and in carrying out its provisions.

16.      Entire Agreement, Modifications

         This Instrument  constitutes the entire  agreement  between the parties
pertaining to the subject  matter of this  Instrument,  and supersedes all prior
and contemporaneous agreements,  representations and understandings of Buyer and
Seller.  No supplement,  modifications  or amendment of this Instrument shall be
binding unless  executed in writing by authorized  representatives  of Buyer and
Seller.

17.      Waiver

         No waiver of any of the provisions of this Instrument  shall be deemed,
or shall  constitute,  a waiver of any other provision,  whether or not similar,
nor shall any waiver constitute a continuing  waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.

18.      Headings

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<PAGE>

         The subject  headings of the Sections of this  Instrument  are included
for purposes of  convenience  only, and shall not affect the  interpretation  of
this Instrument.

19.      Counterparts

         This  Instrument may be executed in one or more  counterparts,  each of
which shall be deemed an original, but all of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.

20.      Parties

         Nothing in this Instrument,  whether express or implied, is intended to
confer  any  rights or  remedies  under or by reason of this  Instrument  on any
persons  other  than the  parties  to it and  their  respective  successors  and
assigns, nor is anything in this Instrument intended to relieve or discharge the
obligation or liability of any third person to any party to this Instrument, nor
shall any provision  give any third persons any right of  subrogation  or action
over against any party to this Instrument.

21.      Assignment

         This Instrument shall be binding on, and shall inure to the benefit of,
the parties to it and their respective heirs, legal representatives,  successors
and assigns.

22.      Notices

         All  notices,  requests,  demands and other  communications  under this
Instrument  shall be in  writing,  and shall be deemed to have been given on the
date of service if served personally on the party to whom notice is to be given,
or on the  third  day after  mailing  if  mailed to the party to whom  notice is
given,  by First Class  Certified  or Express  U.S.  Mail,  postage  prepaid and
properly  addressed to the address of such  parties set forth below,  or at such
other  address  as  either  party  may  hereinafter  designate  in  writing  and
communicate to the other party in the manner prescribed by this Section 22.

If to Seller:

             ST Microwave Corporation
             Attn: Russ Kinsch
             955 Benicia Avenue
             Sunnyvale, CA 94086

If to Buyer:

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<PAGE>

             CPI Satcom Division
             Attn: Jim Commendatore, President
             3200 Patrick Henry Drive
             Santa Clara, CA 95054

23.      Announcements

         Neither party will make any announcements to the public or to employees
of Seller  concerning  this  Instrument  without the prior approval of the other
party,  which approval will not be unreasonably  withheld.  Notwithstanding  any
failure  of the  other  party  to  approve  it,  Seller  or  Buyer  may make any
announcement required by applicable law.

24.      Severability

         If any  one or  more  of  the  provisions,  or a  portion  of any  such
provision,  of this  Instrument  or  attachments  hereto  shall be  deemed to be
contrary  to law,  invalid,  illegal  or  unenforceable  in any  respect  by any
governmental  commission,   government  organization  or  court  of  law  having
competent  jurisdiction  over the  subject  matter and the parties  hereto,  the
remaining provisions shall be severable and enforceable in accordance with their
terms.  It is the  express  intent  of the  parties  that  in the  event  that a
provision  or  portion  of  this  Instrument  is  deemed  invalid,   illegal  or
unenforceable,  the parties shall make whatever reasonable  adjustments in their
arrangements,  if any are  required,  as may be mutually  fair in light of their
original intent as reflected in this Instrument.

25.      Governing Law

         This Instrument shall be construed in accordance with, and governed by,
the laws of the State of California.  Any claim or controversy  relating to this
Instrument or arising out of the  performance  hereof,  including any attachment
hereto,  which is not disposed of by mutual  agreement of the parties,  shall be
disposed of solely by the  adjudication of a court of competent  jurisdiction in
the city or county  of  Seller's  principal  place of  business  and in no other
place.  Seller and Buyer hereby consent to such exclusive venue and jurisdiction
of such court or courts and agree to appear in any action filed  hereunder  upon
written notice thereof.

         IN WITNESSETH WHEREOF, the parties have executed this Instrument on the
day and year first above written.

 ST MICROWAVE CORPORATION                     CPI SATCOM DIVISION
       ("Seller")                                  ("Buyer")



By:   /s/ R. D. Kinsch                       By: /s/ James J. Commendatore
    ----------------------------                 ----------------------------
       Secretary                                     V.P. CPI

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