EXHIBIT 10(b)

BAE SYSTEMS





5 May 2003
KAH 03-129

Antenna Products Corporation
101 S. E. 25th Avenue
Mineral Wells, TX 75067
Attention: Ron Chandler

Subject:   Authorization   to  Proceed  with   Manufacture  on  Subcontract  No.
HAARP-03-121

Dear Mr. Chandler

BAE SYSTEMS  Advanced  Technologies,  Inc.  (BAE SYSTEMS ATI) hereby  authorizes
Antenna  Products  Corporation  (APC) to  proceed  with the  manufacture  of the
antenna,  dipoles and ground screen  components as identified in Subcontract No.
HAARP 03-121  "Statement  of Work - Rev 1".  Please note that the specific  part
numbers  and  quantities  for  individual  components  to  be  manufactured  are
identified  in the  SOW-Rev  l  Attachment  1  entitled  "HAARP  Project - Parts
Quantity/Ship Schedule".

Should there be any questions concerning this correspondence, please contact Rob
Jacobsen at (202)  223-8808 for  technical  issues or the  undersigned  at (202)
223-8808 for administrative issues.

Sincerely,

/s/ Kathy Hewitt

Contracts Administrator
















01-1295 (2-01)

<PAGE>

                                            Subcontract No. HAARP-03-121 - MOD I

                   AMENDMENT NO.1 TO SUBCONTRACT HAARP-03-121
                   ------------------------------------------

                  This  Amendment  is effective as of the 28th day of April 2003
and modifies the terms of Subcontract Agreement Number HAARP 03-121 (hereinafter
referred to as the  "Agreement"),  between BAE  SYSTEMS  Advanced  Technologies,
Inc.,   (hereinafter   "BAE  SYSTEMS  ATI"  or  "Buyer")  and  Antenna  Products
Corporation. (hereinafter "AP", "Seller", or "Subcontractor").

                  By this Amendment the parties wish to modify the Subcontractor
name,  increase the Contract amount by $2,508;  modify Articles 3, 4, 6, 10, and
19; and modify the Exhibit A, Statement of Work.

                  In consideration  of the covenants and agreements  hereinafter
set forth herein, BAE SYSTEMS ATI and Seller do agree as follows:

1.   The  Subcontractor  name as found throughout the Agreement and its Exhibits
     is hereby modified as follows:  Replace the subcontractor  name of "Antenna
     Products, Inc." with "Antenna Products Corporation".

2.   The   Statement   of   Work   in   ARTICLE   3   -   WORK,    Section   3.1
                                        ---------------------------------
     STATEMENT  OF WORK of the  Agreement  is  hereby  modified  as  follows:
     ------------------


                  Remove the paragraph:

                  "Subcontractor shall furnish all necessary facilities,  labor,
                  materials, and other services necessary to accomplish the Work
                  and to produce and deliver the  Deliverables  described in and
                  accordance with the Statement of Work attached as Exhibit A" .

                  And replace with the following:

                  "Subcontractor shall furnish all necessary facilities,  labor,
                  materials, and other services necessary to accomplish the Work
                  and to produce and deliver the  Deliverables  described in and
                  accordance  with  the  "Statement  of  Work-Rev.1"attached  as
                  Exhibit A and to include  Attachment  1 is  Exhibit A,  "HAARP
                  PROJECT - Parts Quantity/Ship Schedule".

3.   The  Contract  Amount in ARTICLE 4 -  SUBCONTRACT  TYPE,  CONTRACT  AMOUNT,
                              --------------------------------------------------
     FUNDING INVOICES AND PAYMENTS, Section 4.2 Contract Amount of the Agreement
     ----------------------------------------------------------
     is hereby modified as follows:

                 The total cost for performance of the work is increased by
                 $2,508 from $6,227,008" to "6,229,516".





                                  Page 1 of 3

<PAGE>

                                              Subcontract No. HAARP-03-121-MOD 1

4.   The Milestone  Amounts in ARTICLE 4 - SUBCONTRACT  TYPE,  CONTRACT  AMOUNT,
                               -------------------------------------------------
     FUNDING,  INVOICES, AND PAYMENTS,  Section 4.4 Payment of the Agreement are
     ------------------------------------------------------
     hereby modified as follows:

                  The  amount  for  Milestone  8 is  increased  by  $2,508  from
                  "$227,008.00" to "$229,516.00"

                  The Total amount, for all Milestones is increased by $2,508.00
                  from $6,227,008.00" to "$6,229,516.00".

5.   The Subcontractor Payment address in ARTICLE 4 - SUBCONTRACT TYPE, CONTRACT
                                          --------------------------------------
     AMOUNT,  FUNDING,  INVOICES,  AND  PAYMENTS,  Section  4.4  Payment  of the
     -------------------------------------------------------------------
     Agreement is hereby modified as follows:

                  Replace  the  payment  address   information  for  Payment  of
                  Subcontractor's interim payment vouchers with the following:

                                 "Antenna Products Corporation
                                 ACCT# 600058164
                                 C/O Frost National Bank
                                 PO Box 164009
                                 Fort Worth, TX 76161-4009"

6.   The Subcontractor Point-of-Contact for confidential information in "ARTICLE
                                                                         -------
     6 -  CONFIDENTIAL  INFORMATION  of the  Agreement  is  hereby  modified  as
     ------------------------------
     follows:

                  Replace the  subcontractor  point-of-contact  information with
                  the following:

                                    "Antenna Products Corporation
                                    101 S. E. 25th Avenue
                                    Mineral Wells, TX 76067
                                            Attn: Ron Chandler
                                            Tel: 940-325-3301
                                            Fax 940-325-0716"

7.   The  Subcontractor  Shipping  information  in  "ARTICLE  10 -  PACKING  AND
                                                     ---------------------------
     SHIPPING   "  of   the   Agreement   is   hereby   modified   as   follows:
     --------







                                  Page 2 of 3

<PAGE>

                                             Subcontract No. HAARP 03-121- MOD 1


                  Replace "(c) Unless otherwise specified, the delivery shall be
                  FOB  Destination"  with "(c) Unless otherwise  specified,  the
                  delivery shall be FOB Origin".

8.   The  Subcontractor  Point-of-Contact  notices,  consents,  and approvals in
     "ARTICLE 19 - NOTICES" of the  Subcontract  Agreement is hereby modified as
     ---------------------
     follows:

                  Replace the  subcontractor  point-of-contact  information with
                  the following:

                                    "Antenna Products Corporation
                                    101 S. E. 25th Avenue
                                    Mineral Wells, TX 76067
                                            Attn: Ron Chandler"

9.   The Exhibit A,  Statement of Work of the  Agreement  is hereby  modified as
         -----------------------------
     follows:

                  Remove the Exhibit A,  "Statement of Work" in its entirety and
                  replace with the attached  Exhibit A,  "Statement of Work-Rev.
                  1" and to include  Attachment 1 to Exhibit A, "HAARP PROJECT -
                  Parts Quantity/Ship Schedule"

10.  All  other  terms and  conditions  of the  Agreement,  as  amended,  remain
     unchanged.

BAE Systems, ATI and Seller have caused this Amendment to be duly executed as of
the date first above written.

BUYER                                       SELLER
BAE SYSTEMS ADVANCED                        ANTENNA PRODUCTS CORPORATION
TECHNOLOGIES, INC.


         /s/ Anita C. Hyink                        /s/ Ron Chandler
By:   _________________________________     By:   ______________________________
         Anita Hyink                               Ron Chandler
Name: _________________________________     Name: ______________________________
         Director, Contracts                       VP/Marketing & Contracts
Title:_________________________________     Title:______________________________
         5/2/03                                    05/02/03
Date: _________________________________     Date: ______________________________








                                  Page 3 of 3

<PAGE>

APTI Subcontract No. HAARP-03-121



                              SUBCONTRACT AGREEMENT
                              ---------------------

   THIS  AGREEMENT,  effective  the  17th  day of  April  2003 is
between  BAE  SYSTEMS  Advanced  Technologies,  Inc.,  having  an office at 1250
Twenty-fourth Street, N.W.,  Washington,  D.C. (hereinafter 'BAE SYSTEMS ATI" or
"Buyer")  and  Antenna  Products,   Inc.   (hereinafter   "AP",   "Seller",   or
"Subcontractor"), located at 101 S.E. 25'" Avenue, Mineral Wells, TX 76067.

                  BAE SYSTEMS ATI wishes to have AP perform various Work for BAE
SYSTEMS ATI in connection with HAARP Ionospheric Research Instrument Development
Project  (hereinafter  "Project")  on a Firm Fixed Price  basis  pursuant to BAE
SYSTEMS ATI's prime  contract  with Office of Naval  Research,  Contract  number
N00014-02-D-0479 and AP's Proposal to BAE SYSTEMS ATI dated 12 February 2003.

                  In consideration  of the covenants and agreements  hereinafter
set forth herein, AP and BAE SYSTEMS ATI do agree as follows:

ARTICLE 1 - DEFINITIONS
-----------------------

                  As used herein,  the following terms shall,  unless  otherwise
expressly noted herein, have the indicated meanings thereof.

                  "Affiliate"  shall  mean as to any  Person,  any other  Person
directly or indirectly  controlling,  directly or indirectly  controlled  by, or
under direct or indirect  common control with such Person.  For purposes of this
definition,  the term "control" (including the correlative meanings of the terms
"controlled  by" and "under common control  with'),  as used with respect to any
Person, means the possession,  directly or indirectly, of the power to direct or
cause the direction of the management  policies of such Person,  whether through
the ownership of voting securities or by contract or otherwise.

                  "Confidential    Information"   shall   mean   any   and   all
confidential, or trade secret information,  material, or data of BAE SYSTEMS ATI
and any  derivatives,  portions,  or copies thereof,  whether in oral,  written,
visual,  graphic,  electronic,  machine  recognizable,  or other form or medium,
including,  but not limited to, information resulting from or in any way related
to (i) the business  affairs,  property,  methods of  operation,  future  plans,
financial  information,  customer or supplier  information,  or other  business,
technical  or other data of BAE SYSTEMS  ATI,  (ii) the  developments,  systems,
discoveries,  ideas, concepts,  improvements,  inventions,  patent applications,
designs, drawings;  specifications,  techniques, data, software,  documentation,
research,  products,  processes,  procedures,  "know-how", or other works of BAE
SYSTEMS ATI,  (iii) any  information or material that BAE SYSTEMS ATI designates
in  writing  to be  Confidential  Information  or  contains  a label  or  legend
indicating that it is confidential,  proprietary, or trade secret information or
material, and (iv) any Developments and Deliverables under this contract.




                                  Page 1 of 19

<PAGE>


APTI Subcontract No. HAARP-03-121



                  "Contracting  Officer" shall mean the  government  contracting
officer(s) for the prime contract, or authorized representative.

                  "Data"  shall  mean  recorded  information,  such  as but  not
limited  to  writings,  drawings,   recordings  and  pictorial  representations,
regardless of form or the media on which it may be recorded.

                  "Deliverables"   shall  mean  the  goods,   drawings,   items,
components,   processes,   data,   products,   information,    software,   data,
documentation,   systems  or  other  works  or   materials  to  be  provided  by
Subcontractor to BAE SYSTEMS ATI as set forth in the Statement of Work (attached
as Exhibit A to this Agreement).

                  "Developments"  shall mean any and all developments,  systems,
trade secrets, discoveries,  ideas, concepts,  improvements,  inventions, items,
components,  innovations, designs, drawings,  specifications,  techniques, data,
software,  documentation,  research, products, processes,  procedures, services,
"know-how",  or other works,  or any portion  thereof,  and all drafts  thereof,
whether  or  not  patentable  or  copyrightable,  in  whole  or  in  part  made,
discovered, invented, conceived, first reduced to practice, designed, developed,
or contributed  to by  Subcontractor,  directly or  indirectly,  either alone or
jointly with others,  during the term of this Agreement  resulting from, arising
out  of,  or in any way  related  to (i)  the  use of any of BAE  SYSTEMS  ATI's
Confidential Information, equipment, facilities, personnel, time, or money, (ii)
the production or delivery of the Deliverables,  or (iii) the performance of the
Work.  All  Developments  shall  be  deemed  to be a part  of  the  Confidential
Information for all of the purposes of this Agreement.

                  "DFARS"  shall  mean  the   Department   of  Defense   Federal
Acquisition  Regulation  Supplement.  "FAR" shall mean the  Federal  Acquisition
Regulation, 48 Code of Federal Regulations.

                  "Period  of  Performance"  shall  mean the time  during  which
Subcontractor shall perform and complete the tasks specified in the Statement of
Work attached as Exhibit A to this Agreement.

                  "Person" shall mean any individual, partnership,  corporation,
joint venture,  unincorporated association,  government department or agency, or
other entity.

                  "Prime  Contract" shall mean any contract  between BAE SYSTEMS
ATI and the United  States  Government or between BAE SYSTEMS ATI and any higher
tier contractor  under a contract with the United States  Government under which
this Agreement is issued.

                  "Purchasing  Representative"  shall  mean  BAE  SYSTEMS  ATI's
authorized  representative,  who,  for purposes of this  Agreement  shall be BAE
SYSTEMS ATI's Director, Contracts, or his/her designee.



                                  Page 2 of 19

<PAGE>

APTI Subcontract No. HAARP-03-121



                  "Work"   shall  mean  the   activities   to  be  performed  by
Subcontractor  as  specified in the  Statement of Work  attached as Exhibit A to
this Agreement.

ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF CONTRACTOR
--------------------------------------------------------

                  Except as otherwise disclosed in this Agreement, Subcontractor
represents and warrants that it has the full and unrestricted right to carry out
all Work for BAE SYSTEMS ATI, and to disclose to and grant rights to BAE SYSTEMS
ATI, as provided for herein under, in all  Deliverables or other results or work
product relating to all Work.

ARTICLE 3 - WORK PROGRAM
------------------------

                  3.1 Statement of Work
                      -----------------

                  Subcontractor shall furnish all necessary  facilities,  labor,
materials,  and other  services  necessary to accomplish the Work and to produce
and deliver the  Deliverables  described in and in accordance with the Statement
of Work attached as Exhibit A.

                  3.2 Term
                      ----

                  Subcontractor  shall complete the Work and produce and deliver
the  deliverables in accordance with the Period of Performance  specified in the
Statement of Work. This agreement  shall continue  through 31 July 2004, or such
longer of shorter period of time as BAE SYSTEMS ATI and  Subcontractor  mutually
agree to in  writing,  or until such time as BAE  SYSTEMS  ATI  terminates  this
Agreement pursuant to Article 8 hereof.

                  3.3 Technical Direction
                      -------------------

                  Performance of the Work is subject to the technical  direction
of the BAE SYSTEMS ATI Program Manager assigned to the prime contract or his/her
duly authorized representatives.

                  Technical direction shall not, however, assign additional work
under the  Subcontract,  direct a contract  change,  or increase or decrease the
funding under the subcontract or the subcontract Period of Performance.

                  Only the authorized BAE SYSTEMS ATI Purchasing  representative
has the  authority  to amend this  Agreement.  Such  amendments  must be made in
writing.




                                  Page 3 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121




                  3.4 Documentation
                      -------------

                  Specific  documentation  requirements under this agreement are
provided for in Exhibit A.

ARTICLE 4 - SUBCONTRACT TYPE, CONTRACT AMOUNT, FUNDING, INVOICES, AND PAYMENTS
------------------------------------------------------------------------------

                  4.1 Subcontract Type
                      ----------------

                  This Subcontract is structured as a Firm Fixed Price contract.

                  4.2 Contract Amount
                      ---------------

                  The total cost for  performance of the Work defined In Exhibit
A is $6,227,008, which amount shall represent BAE SYSTEMS ATI's total hereunder,
unless changed by a written  modification  to this Agreement  which Is signed by
authorized representatives of both parties.

                  4.3 Invoices
                      --------
                  All invoices shall be delivered to:
                             BAE Systems Advanced Technologies, Inc.
                             1250 Twenty-Fourth St., NW
                             Suite 850
                             Washington, DC 20037

                             ATTENTION: Kathy Hewitt

                  Each voucher shall show  Subcontractor's  invoice number,  the
BAE  SYSTEMS ATI  subcontract  number;  and the BAE  SYSTEMS ATI prime  contract
number.

                  4.4 Payment
                      -------

                  In  accordance  with  the  provisions  of this  Agreement  and
conditioned  upon  satisfactory   performance  of  Subcontractor's   obligations
hereunder,  BAE SYSTEMS  ATI will pay the  approved  amounts of  Subcontractor's
interim payment vouchers within thirty (30) days after BAE SYSTEMS ATI's receipt
thereof at the aforementioned  address;  except that if BAE SYSTEMS ATI, in good
faith,   disputes  and  does  not  approve  an  item  billed.   Payment  to  the
Subcontractor  is  contingent  upon  completion  of the  milestone  activity  or



                                  Page 4 of 19

<PAGE>


APTI Subcontract No. HAARP-03-121


delivery of the milestone items, whichever is applicable.  In the event that any
such audit or audits  reveal any error or  discrepancy  of any nature  whatever,
such error or discrepancy will be promptly  corrected,  and any monies owing and
due either BAE SYSTEMS ATI or  Subcontractor  will be promptly paid by the other
party.


<TABLE>
               Milestone                     Start        Completion   Amount
                                             Date         Date
<S>                                          <C>          <C>          <C>
1   Contract Signature                       4/17/2003    4/18/2003    $  500,000.00

2   Finalize design and obtain customer      4/29/2003    4/30/2003    $1,500,000.00
    approval to go into production,
    recommended meeting date at Antenna
    Products is 4/29/2003

3   Release BOM, purchase materials, start   4/17/2003    9/30/2003    $1,000,000.00
    initial production

4   Production Phase - manufacture of 1      7/1712003    12/30/2003   $1,000,000.00
    thru 33 antenna and support structures

5   Production Phase - manufacture of 34     10/17/2003   2/27/2004    $1,000,000.00
    thru 66 antenna and support structures

6   Production Phase - manufacture of 67     12/16/2003   4/30/2004    $  500,000.00
    thru 99 antenna and support structures

7   Production Phase - manufacture of 100    1/16/2004    6/30/2004    $  500,000.00
    thru 132 antenna and support structures

8   Production Phase - manufacture ground    3/16/2004    7/31/2004    $  227,008.00
    screen items

9   Final Production Complete                             7/31/2004

                                                   Total               $6,227,008.00
</TABLE>
                  Payment of Subcontractor's interim payment vouchers shall be
                  sent to:

                                    Antenna Products, Inc.
                                    101 S. E. 25th Avenue
                                    Mineral Wells, TX 76067






                                  Page 5 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121



                  BAE SYSTEMS ATI will have no direct or indirect  obligation to
pay, reimburse or otherwise bear any rates, costs,  expenses or other charges or
amounts whatsoever,  except as agreed to herein; it being understood that all of
Subcontractor's work shall be performed by Subcontractor at Subcontractor's sole
cost, risk and expense, except as otherwise expressly agreed to in writing.

                  4.5 Audits of Costs and Access to Records
                      -------------------------------------

                  Subcontractor agrees to audit of costs as provided pursuant to
the FAR clauses  incorporated by reference into this Agreement under Article 31.
Subcontractor  further  agrees to  maintain  and  provide  access to any and all
books,  records  and other  documents  involving  transactions  related  to this
Agreement  until four years after final  payment,  or for such longer  period as
there may remain any  unresolved  questions  or  disputes  regarding  any matter
pertaining  to this  Agreement  or as may be required by statute or by any other
provision or clause of this Agreement.


ARTICLE 5 - OWNERSHIP OF WORK PROGRAMS
--------------------------------------

                  5.1 Disclosure of Developments
                      --------------------------

                  Subcontractor shall promptly and fully disclose to BAE SYSTEMS
ATI all Developments and shall  specifically point out the features and concepts
of each Development that Subcontractor believes to be new or different.

                  5.2 Ownership
                      ---------

                  Subcontractor (for itself and, to the extent permitted by law,
on behalf of its employees, Affiliates,  contractors,  subcontractors, and lower
tier  subcontractors)  hereby  transfers  and assigns and agrees to transfer and
assign to BAE SYSTEMS ATI all of Subcontractor's  right,  title, and interest in
and to any and all Deliverables.

ARTICLE 6 - CONFIDENTIAL INFORMATION
------------------------------------

                  The  parties   agree  that  either   party  may  disclose  its
Confidential Information to the other under this Agreement. The disclosing party
shall identify  Confidential  Information  furnished  hereunder as follows:  (a)
documents and other tangible  materials shall be marked  "Proprietary" or with a
similar  restrictive  legend,  and (b)  visual  or  oral  disclosures  shall  be
identified  as  proprietary  at the time of  disclosure  and, in order to retain



                                  Page 6 of 19

<PAGE>


APTI Subcontract No. HAARP-03-121



their  proprietary  nature,  shall be confirmed in a written  listing or summary
that is itself marked  "Proprietary" and forwarded to the receiving party within
15 days thereafter.

                  Each of the parties  agrees that it will use the same  efforts
to protect the confidentiality and proprietary nature of such information as are
used to protect its own  Confidential  Information  and in any case no less than
reasonable efforts. Disclosures of such information shall be restricted to those
individuals who are directly participating in the development efforts identified
herein.

                  The receiving party shall not reproduce, disclose, or use such
       Confidential Information except as follows:

     a)   BAE SYSTEMS ATI in performing its obligations under this Agreement may
          use such data furnished by Subcontractor.

     b)   Contractor in performing its obligations  under this Agreement may use
          such data furnished by BAE SYSTEMS ATI.

     c)   Such data may be used in  accordance  with any  written  authorization
          received from the disclosing party.

                  The  limitations  on  reproduction,   disclosure,  or  use  of
Confidential  Information  shall not apply to, and neither party shall be liable
for reproduction,  disclosure, or use of proprietary information with respect to
which any of the following conditions exist:

     (a)  already known to it or in its possession when received hereunder,  and
          is substantiated by reasonable documentation; or

     (b)  publicly available or otherwise in the public domain; or

     (c)  rightfully  furnished to it from any third party,  without restriction
          and without breach of this Agreement; or

     (d)  independently  developed  hereafter by its  employees who have not had
          access  to  such  Proprietary  Information,  and is  substantiated  by
          reasonable documentation or;

     (e)  released  by  the   furnishing   party  to  any  third  party  without
          restriction; or

     (f)  disclosed by the receiving  party pursuant to judicial order or proper
          Government  regulations or other requirements,  provided the receiving
          party uses its reasonable best efforts to notify the furnishing  party
          prior to such disclosure,  and cooperates with the furnishing party in
          the  event  the  furnishing   party  elects  to  legally  resist  such
          disclosure.


                                  Page 7 of 19

<PAGE>


APTI Subcontract No. HAARP-03-121



                  Neither the execution and delivery of this Agreement,  nor the
furnishing of any Confidential Information by either party shall be construed as
granting to the other party  either  expressly,  by  implication,  estoppel,  or
otherwise,  any  license  under any  invention  or  patent,  hereafter  owned or
controlled by the party furnishing same.

                  Notwithstanding  the  expiration of the other portions of this
Agreement,  the obligations and provisions of this limitation shall continue for
a period of five years (5) from the date of  expiration or  termination  of this
Agreement.

                  Confidential   Information   shall   be   exchanged   via  the
points-of-contact named below, which name(s) may be changed by written notice:

FOR:     BAE SYSTEMS ADVANCED                        FOR: ANTENNA PRODUCTS, INC.
         TECHNOLOGIES, INC.                          101 S.E. 25th  Avenue
         1250 Twenty-Fourth St. N.W.                 Mineral Wells, TX 76067
         Washington, D.C. 20037

                 Attn: Kathy Hewitt                  Attn: Ron Chandler
                 Tel: 202.223.8808                   Tel: 940-325-3301
                 Fax: 202.223.1377                   Fax: 940-325-0716


ARTICLE 7 - REPORTS, ACCESS TO RECORDS AND PERSONNEL
----------------------------------------------------

                  7.1 Reports
                      -------

                  Subcontractor,  as  provided  in the  Statement  of Work or as
otherwise  reasonably requested by BAE SYSTEMS ATI, shall provide to BAE SYSTEMS
ATI written and/or oral reports in reasonable  detail  concerning the status and
results of the Work.

                  7.2 Access to Records and Personnel
                      -------------------------------

                  Subcontractor and its agents, employees,  consultants. and the
like shall maintain full and complete  financial records,  laboratory  notebooks
and  records  and  other  customary  records  of their  performance  under  this
Agreement.  Subcontractor  shall provide to BAE SYSTEMS ATI, its  employees,  or
agents and  representatives,  access at all  reasonable  times  upon  reasonable
written notice (i) to facilities  where the Work or any part thereof is being or
has been  performed,  (ii) at BAE  SYSTEMS  ATI's  expense,  to  performing  its
obligations  under this Agreement or having  knowledge of the Work being carried
on, and (iii) to all other  records,  laboratory  notebooks and records or other
data or records in the possession or control of Subcontractor  pertaining to the



                                  Page 8 of 19

<PAGE>


APTI Subcontract No. HAARP-03-121



performance of work  hereunder;  provided,  however,  that access to records for
purposes of audits of costs shall be in accordance  with Article 4, Section 4.5.
BAE SYSTEMS ATI shall have no duty to make such  inspection or inquiry and shall
not waive any rights hereunder or incur any liability or obligation by reason of
not making any such inspection or inquiry.

                  7.3 Meetings
                      --------

                  Subcontractor   employees,   consultants  or  other  personnel
utilized in performing its obligations  under this Agreement or having knowledge
of the Work being carried on shall be available  for periodic  meetings with BAE
SYSTEMS ATI personnel at a mutually  agreeable  time and place.  BAE SYSTEMS ATI
and its authorized representatives may discuss Subcontractor's affairs, finances
and operations  relating to this  Agreement,  and to any Work,  Developments  or
Deliverables thereunder.

                  7.4 Maintenance of Records
                      ----------------------

                  Subcontractor  shall  maintain and shall make available to BAE
SYSTEMS  ATI  adequate  and  current  technical  records,  documents,  and other
associated  data  pertaining  to  Subcontractor's  work in  connection  with the
Deliverables, the Developments, and Subcontractor's performance of the Work.

ARTICLE 8 - TERMINATION
-----------------------

                  Subject to the  provisions  of Section  3.1,  BAE  SYSTEMS ATI
shall have the right to terminate this  Agreement,  with or without  cause.  Any
such notice shall  specify a  termination  date for the  termination;  provided,
however,  that If notice of  termination  of this  Agreement  is given  prior to
completion of any Work then in progress,  Subcontractor  agrees to continue said
Work in accordance  with any directions  issued by BAE SYSTEMS ATI under Section
3.1. Except as otherwise  provided in this Article 8, termination by BAE SYSTEMS
ATI shall be governed by the  Termination  (Fixed Price)  clause (FAR  52.249-2)
incorporated by reference pursuant to Article 31 of this Agreement.

                  8.1 Actions on Termination
                      ----------------------

                  In  the  event  of   termination   of  this   Agreement,   the
Subcontractor,  except as  required  pursuant  to any  directions  issued by BAE
SYSTEMS ATI under  Section  3.1,  shall take such action as may be  necessary to
terminate  any Work,  including  but not  limited  to  minimizing  its costs and
liabilities  with respect to terminated Work under this  Agreement;  to protect,
preserve and deliver in  accordance  with BAE SYSTEMS  ATI's  instructions,  any
Deliverables in the contractors  possession,  custody or control;  and to return



                                  Page 9 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121



all records in accordance with Section 7.3; and to take such further action,  if
any,  that may be  required  or  directed  by BAE  SYSTEMS  ATI  pursuant to the
Termination  (Fixed  Price)  clause (FAR  52.249-2),  incorporated  by reference
pursuant to Article 31 of this Agreement.

                  8.2  Survival  of Certain  Rights,  Obligations,  Duties,  and
                       ---------------------------------------------------------
Liabilities
-----------

                  Notwithstanding    any    termination   of   this   Agreement,
Subcontractor's  obligations of Confidential  Information (Article 6), Audits of
Costs and Access to Records (Article 4.5), Indemnification (Article 17), Freedom
from  Infringement  (Article 22), Disputes (Article 25) and/or FARIDFARS clauses
incorporated  by reference into this Agreement in Article 31,  together with any
other  of  Subcontractor's   obligations,   duties,   agreements,   indemnities,
representations,  and  warranties  under this Agreement as shall have accrued or
been incurred prior to such  termination  date shall survive any  termination of
this Agreement.

                  8.3 Return of Property
                      ------------------

                  Upon termination of this Agreement, Subcontractor shall return
all property of BAE SYSTEMS ATI to its rightful owner.

ARTICLE 9 - FURNISHED PROPERTY
------------------------------

                  (a) BAE  SYSTEMS  ATI may  provide to  Subcontractor  property
owned by either BAE SYSTEMS ATI or the U.S. Government  (hereinafter referred to
as "Furnished Property').  Fumished property may only be used for performance of
this Agreement.

                  (b) Title to  Furnished  Property  shall remain in BAE SYSTEMS
ATI or the U.S. Government.  Subcontractor shall clearly mark (if not so marked)
all Fumished Property to show its ownership.

                  (c) Except for reasonable wear and tear,  Subcontractor  shall
be responsible  for, and shall  promptly  notify BAE SYSTEMS ATI of, any loss or
damage. Subcontractor shall manage, maintain, and preserve Furnished Property in
accordance with good commercial practice.

                  (d) At BAE SYSTEMS ATI's  request,  and/or  completion of this
Agreement the Subcontractor shall submit, in an acceptable form, inventory lists
of Furnished  Property and shall  deliver or make such other  disposal as may be
directed by BAE SYSTEMS ATI.



                                 Page 10 of 19

<PAGE>


APTI Subcontract No. HAARP-03-121



                  (e) The  Government  Property  Clause  contained  in Exhibit D
shall  apply in lieu of  paragraphs  (a)  through  (d)  above  with  respect  to
Government-furnished  property,  or  property to which the  Government  may take
title under this Agreement.

ARTICLE 10 - PACKING AND SHIPPING
---------------------------------

                  (a) Unless  otherwise  specified,  all Work is to be packed in
accordance with good commercial practice.

                  (b) A  complete  packing  list  shall  be  included  with  all
shipments.  Subcontractor  shall mark  containers  or  packages  with  necessary
lifting,  loading,  and  shipping  information,  including  the BAE  SYSTEMS ATI
agreement number, item number,  dates of shipment,  and the names and address of
consignor and consignee. Bills of lading shall include this agreement number.

                  (c)  Unless  otherwise   specified,   delivery  shall  be  FOB
Destination.

ARTICLE 11 -QUALITY CONTROL SYSTEM
----------------------------------

                  (a) Subcontractor shall provide and maintain a quality control
system to an industry  recognized  Quality  Standard and in compliance  with any
other specific quality requirements identified in this Agreement.

                  (b)  Records  of  all  quality  control   inspection  work  by
Subcontractor  shall be kept  complete and  available to BAE SYSTEMS ATI and its
customers.

ARTICLE 12 - TIMELY PERFORMANCE
-------------------------------

                  (a)  Subcontractor's  timely performance is a critical element
of this Agreement.

                  (b) Unless advance  shipment has been authorized in writing by
BAE  SYSTEMS  ATI,  BAE  SYSTEMS ATI may store at  Subcontractor's  expense,  or
return,  shipping charges collect, all Work received in advance of the scheduled
delivery date.

                  (c) If Subcontractor becomes aware of difficulty in performing
the Work,  Subcontractor shall timely notify BAE SYSTEMS ATI, in writing, giving
pertinent details. This notification shall not change any delivery schedule.

                  (d) In the event of a termination or change,  no claim will be
allowed for any manufacture or procurement in advance of Subcontractor's  normal
flow time unless there has been a prior written consent by BAE SYSTEMS ATI.


                                 Page 11 of 19

<PAGE>


APTI Subcontract No. HAARP-03-121



ARTICLE 13 - SUBCONTRACTS
-------------------------

                  Subcontractor  shall not  subcontract  any portion of the Work
without prior notice to and consent from BAE SYSTEMS ATI.

ARTICLE 14 - INDEPENDENT CONTRACTOR
-----------------------------------

                  In performing its obligations  hereunder,  Subcontractor shall
act at all times as an independent contractor. Nothing contained herein shall be
construed or applied to create an association for profit or the  relationship of
principal  and agent or  employer  and  employee  between  BAE  SYSTEMS  ATI and
Subcontractor,  and Subcontractor shall not make any commitment, take any action
or incur any expense in the name of or purporting to bind BAE SYSTEMS ATI.

ARTICLE 15 - FURTHER ASSURANCES
-------------------------------

                  Subcontractor  will, and will cause its  employees,  officers,
agents and  representatives  to,  prepare and execute at the  executing  party's
expense, and will deliver, at the reasonable request of BAE SYSTEMS ATI, any and
all documents or  instruments  reasonably  necessary or  appropriate  to create,
evidence or confirm the grant, discharge, or release, as the case may be, of any
right,  interest or  obligation  acquired  by BAE  SYSTEMS ATI  pursuant to this
Agreement.

ARTICLE 16 - INDEPENDENT WORK
-----------------------------

                  Either party to this Agreement may  independently  pursue work
of any nature provided,  however, that doing so does not impair or affect rights
created by this  Agreement or otherwise  conflict with the terms,  covenants and
conditions of this Agreement.

ARTICLE 17 - INDEMNIFICATION
----------------------------

                  Subcontractor and BAE SYSTEMS ATI agree that each respectively
shall assume and shall be solely  responsible for all tosses,  claims,  damages,
judgments, costs, expenses,  liabilities,  and the like for injuries to or death
of its  personnel or any third party or for damage to or  destruction  of its or
third party  property  arising out of any of its  performance  of any Work under
this Agreement and shall  indemnify and hold the other party hereto harmless for
all such  liability.  In  addition,  Subcontractor  shall  provide  insurance as
specified in Exhibit B attached hereto and made a part hereof.





                                 Page 12 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121



ARTICLE 18 - WARRANTY
---------------------

                  Subcontractor  shall warrant that for a period of one (1) year
after  delivery,  all supplies  furnished  under this contract will be free from
defects in material or  workmanship  and will conform with all  requirements  of
this  subcontract in accordance  with FAR  52.246-17,  Warranty of Supplies of a
Noncomplex Nature (Mar 2001) incorporated by reference pursuant to Article 31 of
this Agreement.

ARTICLE 19 - NOTICES
--------------------

                  Any notices,  consents,  or approvals required or permitted by
this  Agreement  shall be in writing and shall be given by first  class  postage
prepaid mail.

         If to Subcontractor:            Antenna Products, Inc.
                                         101 S.E. 25'" Avenue
                                         Mineral Wells, TX 76067

                                         ATTENTION: Contracts Administrator

         If to BAE SYSTEMS ATI:          BAE SYSTEMS Advanced Technologies, Inc
                                         1250 Twenty-Fourth Street
                                         Washington, D.C. 20037

                                         ATTENTION: Director, Contracts

or to such other address as the party to receive the same shall have  designated
by written notice to the other party hereto.

ARTICLE 20 - APPLICABLE LAW; SUCCESSORS AND ASSIGNS; USE OF SINGULAR PERSON
---------------------------------------------------------------------------

                  This  Agreement  shall be construed and enforced in accordance
with the laws of the State of Delaware  except that, with respect to FAR, DFARS,
and other  similar  United  States  Government  acquisition  regulation  clauses
incorporated  herein and insofar as this  Agreement is made subject to the terms
and  conditions of any  agreement  between BAE SYSTEMS ATI and the United States
Government,  federal law of government  contracts,  as enunciated and applied by
federal  statutes and  regulations  and by federal  judicial  bodies,  boards of
contract appeals and other judicial and  quasi-judicial  agencies of the federal
government shall govern the construction and  interpretation of such clauses and
this  Agreement.  This  Agreement  shall  bind and inure to the  benefit  of the
successors  and assigns of the parties  hereto.  As used  herein,  the  singular
person shall  include the plural.  It is further  agreed that the  covenants and
provisions of this Agreement,  whether so expressed or not, are separable,  that


                                 Page 13 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121



the  unenforceability  of any covenant or  agreement  shall  neither  affect the
validity and  enforceability  of any other covenant or agreement hereof and that
in the event that any such covenant or agreement  hereof is not  enforceable  in
full, it shall nonetheless be enforced to the full extent permitted by law.

ARTICLE 21 - COMPLIANCE WITH LAWS
---------------------------------

                  Subcontractor  agrees to comply with all  applicable  Federal,
State  and  Municipal  Laws  and  Ordinances,  and  all  rules  and  regulations
thereunder,  and all  provisions  required  thereby to be included  herein,  are
hereby incorporated herein by reference.

                  21.1 Law Violations
                  -------------------

                  If: (i) BAE SYSTEMS  ATI's  contract  price or fee is reduced;
(ii) BAE SYSTEMS ATI's costs are determined to be unallowable;  (iii) any fines,
penalties  or interest  are assessed on BAE SYSTEMS ATI; or (iv) BAE SYSTEMS ATI
incurs any other costs or damages;  as a result of any  violation of  applicable
laws, orders, rules, regulations, or ordinances by Subcontractor,  its officers,
employees, agents, suppliers, or subcontractors at any tier, BAE SYSTEMS ATI may
proceed as provided for in 21.3 below.

                  21. 2 Cost or Pricing Data
                  --------------------------
                  Where  submission  of cost or  pricing  data  is  required  or
requested  at any  time  prior  or  during  performance  of this  Agreement,  if
Subcontractor or its lower-tier  subcontractors:  (i) submit and/or certify cost
or pricing data that are defective;  (ii) with notice of applicable cutoff dates
and upon BAE SYSTEMS ATI's request to provide cost or pricing data,  submit cost
or pricing data,  whether  certified or not certified at the time of submission,
as a  prospective  subcontractor,  and any  such  data are  defective  as of the
applicable  cutoff  date on BAE SYSTEMS  ATI's  Certificate  of Current  Cost or
Pricing  Data;  (iii)  claim an  exception  to a  requirement  to submit cost or
pricing  data  and  such  exception  is  invalid;  or  (iv)  fumish  data of any
description that is inaccurate;  if (v) the U.S.  Government  alleges any of the
foregoing,  and, as a result,  (1) BAE SYSTEMS  ATI's  contract  price or fee is
reduced;  (2) BAE SYSTEMS ATI's costs are determined to be unallowable;  (3) BAE
SYSTEMS ATI's costs are determined to be unallowable;  (3) any fines.  penalties
or  interest  are  assessed on BAE SYSTEMS ATI or (4) BAE SYSTEMS ATI incurs any
other  costs or damages;  BAE  SYSTEMS  ATI may proceed as provided  for in 21.3
below.







                                 Page 14 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121



                  21.3 Cost Penalties
                  -------------------

                  Upon the occurrence of any of the circumstances  identified in
21.1 or 21.2  above,  BAE  SYSTEMS  ATI may make a  reduction  of  corresponding
amounts  (in whole or in part) in the  price,  or in the costs and fee,  of this
Agreement or any other agreement with  Subcontractor,  and/or may demand payment
(in whole or in part) of the corresponding amounts. Subcontractor shall promptly
pay amounts so demanded.

                  21.4 Gratuities
                       ----------

                  Subcontractor and any Person acting on its behalf agree not to
give, offer, or promise, either directly or indirectly, anything of value (e.g.,
gift,  gratuity,  meal or  entertainment)  of any sort or amount  to any  United
States  Government  official  or  employee  who is in a  position  to  affect or
influence the interests or business activities of BAE SYSTEMS ATI, including but
not limited to, this Agreement, the Prime Contract, or any other matter on which
Subcontractor is doing or is seeking to do business with BAE SYSTEMS ATI.

                  21.5 Indemnification
                       ---------------

                  In  addition  to any other  remedies  provided by law or under
this Agreement,  Subcontractor agrees to indemnify and hold harmless BAE SYSTEMS
ATI, its officers,  agents and employees, to the full extent of any loss, damage
or expense (including but not limited to cost or price adjustments in connection
with U.S.  Government  prime or subcontracts,  lost fees and/or profits,  fines,
penalties,  multiple damages,  civil remedies, and attorneys fees and litigation
costs) resulting from any conduct  prohibited under Articles 21.4 above in which
Subcontractor,   its  lower  tier  subcontractors,   or  any  Person  acting  on
Subcontractor's  behalf has  engaged.  BAE  SYSTEMS  ATI  reserves  the right to
withhold from any sums due under this  agreement in order to recoup such losses,
damages or expenses  against the occurrence of which  Subcontractor  has in this
clause agreed to indemnify BAE SYSTEMS ATI.

ARTICLE 22 - FREEDOM FROM INFRINGEMENT
--------------------------------------

                  22.1 Absence of Confidentiality Restrictions
                       ---------------------------------------

                  Subcontractor represents and warrants to BAE SYSTEMS ATI that,
its  performance  of the Work,  including but not limited to, its production and
delivery of the Deliverables, shall not violate or breach any agreement or legal
requirement  in any way  limiting  the use or  disclosure  of any  confidential,



                                 Page 15 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121



proprietary, or trade secret information or material of any Person, and that BAE
SYSTEMS ATI shall have no obligation to keep confidential or in any way restrict
its use or dissemination of any information or material disclosed to BAE SYSTEMS
ATI by Subcontractor.

                  22.2 No Infringement
                       ---------------

                  Subcontractor   represents   and  warrants  that  neither  the
Deliverables nor  Subcontractor's  performance of the Work violates or infringes
any  patent,  trademark,  copyright,  trade  secret,  invention,  nondisclosure,
noncompetition,  license,  privacy,  or other  proprietary  right of any Person.
Subcontractor agrees to hold harmless BAE SYSTEMS ATI and its customers from and
against any claims,  damages,  losses, costs and expenses,  including reasonable
attorney's fees, arising out of any action by a third party that is based upon a
claim that the Work  performed or delivered  under this  Agreement  infringes or
otherwise  violates the  intellectual  property  rights of any person or entity.
This indemnity and hold harmless shall not be considered an allowable cost under
any  provisions  of this  Agreement  except with regard to  allowable  insurance
costs.

ARTICLE 23 - ASSIGNMENT
-----------------------

                  Subcontractor  shall not assign or transfer this  Agreement or
any of its rights,  interests,  or obligations under this Agreement, in whole or
in part,  without  BAE  SYSTEMS  ATI's  prior  written  consent.  Any  purported
assignment or transfer in violation of this Article 19 shall be null and void.

ARTICLE 24 - EXPORT CONTROL
---------------------------

                  Subcontractor  agrees to comply with  applicable  U.S.  export
control laws and  regulations.  Without  limiting the  foregoing,  Subcontractor
agrees that it will not transfer any export  controlled  item, data or services,
to included transfer to foreign persons employed by or associated with, or under
contract to subcontractor or Subcontractor's  lower-tier suppliers,  without the
authority of an Export License or applicable license exception.

                  Subcontractor   agrees  to  notify  BAE  SYSTEMS  ATI  if  any
deliverable  under  this  Agreement  is  restricted  by export  control  laws or
regulations.

                  Subcontractor  shall  immediately  notify the BAE  SYSTEMS ATI
Purchasing  Representative if Subcontractor is listed in any Denied Parties List
or if  Subcontractor's  export  privileges  are otherwise  denied,  suspended or
revoked in whole or in part by any U.S. Government entity or agency.



                                 Page 16 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121



ARTICLE 25 - DISPUTES
---------------------

                  Either  party  may  litigate  any  dispute  arising  under  or
relating to this Agreement before any court of competent  jurisdiction.  Pending
resolution of any such dispute by settlement or by final  judgment,  the parties
shall proceed diligently with performance.  Subcontractor's performance shall be
in accordance  with BAE SYSTEMS ATI's written  instructions.  All  references to
disputes  procedures in FAR, DFARS, or other similar  procurement agency clauses
incorporated  by reference into this Agreement  shall be deemed to be superseded
by this clause.

ARTICLE 26 - HEADINGS
---------------------

                  The Headings of the Parts,  Paragraphs  and  Subparagraphs  in
this  Agreement are inserted for reference  only and shall not be deemed part of
the text hereof.

ARTICLE 27 - RELEASE OF INFORMATION
-----------------------------------

                  Except  as  required   by  law,  no  public   release  of  any
information,  or  confirmation or denial of same, with respect to this Agreement
or the subject matter hereof,  will be made by  Subcontractor  without the prior
written approval of BAE SYSTEMS ATI.

ARTICLE 28 - AMENDMENTS REQUIRED BY PRIME CONTRACT
--------------------------------------------------

                  Subcontractor  agrees that upon  request of BAE SYSTEMS ATI it
will negotiate in good faith with BAE SYSTEMS ATI relative to amendments to this
Agreement to incorporate  additional  provisions  herein or to change provisions
hereof, as BAE SYSTEMS ATI may reasonably deem necessary in order to comply with
the  provisions  of the Prime  Contract or with the  provisions or amendments to
such Prime  Contract.  If any such amendment to this Agreement to this Agreement
causes  an  increase  or  decrease  in the  price  of,  or  time  required  for,
performance  of  any  part  of the  Work  under  this  Agreement,  an  equitable
adjustment shall be made pursuant to the "Changes" clause of this Agreement.

ARTICLE 29 - WAIVER, APPROVAL AND REMEDIES
------------------------------------------

                  (a) No failure or delay on the part of any party in exercising
any right,  power or privilege  under this  Agreement  shall operate as a waiver
thereof or preclude  any other or further  exercise or the exercise of any other
right,  power or  privilege.  No waiver by any party of its  rights  under  this
Agreement shall be effective unless express and in writing.


                                 Page 17 of 19

<PAGE>



APTI Subcontract No. HAARP-03-121



                  (b) BAE SYSTEMS ATI's approval of documents  shall not relieve
Subcontractor from complying with any requirements of this Agreement.

                  (c)  The  rights  and  remedies  of BAE  SYSTEMS  ATI In  this
Agreement  are in  addition  to any rights and  remedies  provided  by law or in
equity.

ARTICLE 30 - ENTIRE AGREEMENT; AMENDMENTS
-----------------------------------------

                  This  Agreement   constitutes  the  entire  agreement  between
Subcontractor  and BAE SYSTEMS ATI. This Agreement shall not be amended,  waived
or modified in any respect except by a written amendment  executed with the same
formality as this Agreement and executed by duly authorized  representatives  of
the respective parties.

ARTICLE 31 - FAR CLAUSES
------------------------

                  The provisions of the Federal  Acquisition  Regulations  (FAR)
contract clauses set forth in Exhibit D of this agreement,  as applicable,  and,
unless  otherwise  provided  pursuant  to the  terms of the  Prime  Contract  or
modified herein, as in effect on the date of this Agreement, are incorporated in
this  Agreement by reference with the same force and effect as though herein set
forth in full.  All such clauses shall,  with respect to the rights,  duties and
obligations of the BAE SYSTEMS ATI and Subcontractor  thereunder, be interpreted
and construed in such manner as to recognize and give effect to the  contractual
relationship  between  the BAE  SYSTEMS  ATI and the  Subcontractor  under  this
Agreement and the rights of the. U.S.  Government with respect thereto under any
Prime  Contract  from which such clauses are  derived.  As used therein the term
"the Contractor" means the  "Subcontractor" as defined in this Agreement (except
in  the  term  "Prime  Contractor"  which  means  BAE  SYSTEMS  ATI);  the  term
"Subcontractor"  means  subcontractor(s)  (including  any vendor,  supplier,  or
similar  supplier of goods or services) to  Subcontractor;  the term  "Contract"
shall mean this  Agreement  (except in the term "Prime  Contract"  which means a
contract  between BAE SYSTEMS ATI and the United  States  Government);  the term
"Contracting Officer" shall mean buyer's Purchasing Representative' and the term
"Government" shall mean "Government and/or BAE SYSTEMS ATI".

                  Since this  agreement is issued  under a prime  contract of an
agency of the  Department of Defense,  the  provisions of the DOD FAR Supplement
(DFARS) clauses set forth in Exhibit D, as applicable,  as in effect on the date
of this agreement,  are also incorporated herein by reference and made a part of
this agreement.

                  In the  event  that  any  FAR,  DFARS  or  similar  government
procuring  agency  clause  that is required  by law or  regulation  or the Prime
Contract to be included in this Agreement is not already incorporated herein, or


                                 Page 18 of 19

<PAGE>


APTI Subcontract No. HAARP-03-121


in the event that the Prime  Contract is modified  subsequent  to the  effective
date of this  Agreement so as to modify or add any additional  such clause,  BAE
SYSTEMS ATI will notify  Subcontractor and Subcontractor  agrees to enter into a
modification  of this  Agreement to insert the substance of any such clause.  If
any such  clause  causes an  increase  or  decrease  in the cost of, or the time
required for the  performance of any part of the Work under this  Agreement,  an
equitable  adjustment shall be made in the estimated total costs or the delivery
schedule,  or both pursuant to the Changes clause (FAR 52.243-1)  (Alternate I),
incorporated by reference into this Agreement.

ARTICLE 32 - EXHIBITS
---------------------

                  The following  exhibits are incorporated in and made a part of
                  this Agreement:

                  Exhibit "A" - Statement of Work
                  Exhibit "B" - Insurance
                  Exhibit "C" - Quotation/Proposal Representations
                                and Certifications
                  Exhibit "D" - FAR/DFARS Clauses

ARTICLE 32 - ORDER OF PRECEDENCE
--------------------------------

                  Any  inconsistencies in this contract shall be resolved in the
following  order of descending  precedence:  the  provisions of Articles 1-30 of
this  Agreement;  Exhibit B; the  contract  clauses  incorporated  by  reference
pursuant  to Article 31 of this  Agreement;  the  Statement  of Work;  the other
documents, exhibits and attachments, if any.

                  Subcontractor  and BAE SYSTEMS ATI have caused this  Agreement
to be duly executed as of the date first above written.

Antenna Products, Inc.                 BAE SYSTEMS Advanced Technologies, Inc.

By:       /s/ Ron Chandler             By:      /s/ Anita C. Hyink
         ---------------------                 ---------------------

Title:    VP/Marketing & Contracts     Title:   Director, Contracts
         ---------------------                 ---------------------

Date:     4 /15/03                     Date:    04/16/03
         ---------------------                 ---------------------








                                 Page 19 of 19