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Exhibit 10.27    
    



         

  


interWAVE Communications, Inc.
  312 Constitution Drive, Menlo Park, CA 94025

Tel: (650) 838-2000 Fax: (650) 321-6250 


May 6,
2003 


Offer for Employment  


Erwin
Leichtle

Stockholm, Sweden 


Dear Erwin;  


        The Board of Directors of interWAVE Communications, Inc. is pleased to offer you the position of President & Chief Executive Officer. In addition
as Chief Executive of the corporation, the Board would like for you to serve as a Director on the main Board of Directors of interWAVE Communications, Inc. 



        The
offer consists of the following: 


Compensation  



	Salary	 	$275,000 USD annual salary
	

Incentive Stock Option	
 	

250,000 shares (~ 3% of the outstanding shares of interWAVE Communications, Inc.) The option vests over a period of four years. (Note: the company on 4/30/03 reverse split the outstanding shares 10 to 1. The pre-split
shares in this offer would be 2,500,000
	

Cash Bonus	
 	

$150,000 USD annual bonus based on meeting or exceeding mutually agreed to objectives with respect to revenues, margins, cash flow and profitability. To be paid 30 days after Audited financials are presented to the BOD for the full Fiscal Year's
performance.

The corporation Fiscal Year ends June 30th.
	

Title	
 	

President and Chief Executive Officer
	

Reporting

Responsibilities	
 	

Board of Directors

Managing the Company's resources and business in all aspects.
	

Employee Status	
 	

Full time employee
	

Relocation	
 	

Business Class Air Travel for you and your spouse to Menlo Park, California

$5000 USD for transportation of personal effects.

A per diem of $200USD per day for the initial 30 days in California.
	

Automobile	
 	

A leased vehicle not to exceed $500/mo expense
	

Benefit Coverage	
 	

Medical, Dental, and Vision as a part of the standard benefit plan of the corporation for you and your spouse
	

Vacation & Sick leave	
 	

Annual vacation and sick leave in accordance with the Corporation Human Resource Plan.
	 	 	 







	

Insurance	
 	

Officer's indemnification in accordance with the terms and conditions of the Directors and Officers Insurance Policy and Indemnification Agreement.
 The corporation reserves the right to establish a Key Man Life Insurance
Policy, which would require a physical examination.





At-Will Employment.  Notwithstanding termination and the terms of severance above, you should be aware that your employment with
the Company is for no specified period and constitutes "at-will" employment. As a result, you are free to terminate your employment at anytime, for any reason or for no reason. Similarly,
the Company is free to terminate your employment or demote, promote, or change your compensation, benefits, duties or location of work at any time, for any reason or for no reason. In the event of
termination of your employment, you will not be entitled to any payments, benefits, damages, awards or compensation other than as may otherwise be available in accordance with the Company's
established employee plans and policies at the time of termination. 


        There
is a possibility that the Gbase acquisition of CDMA products may "spin off "as a separate entity sometime in the future based on demand for the product and available financing. At
this juncture, we do not know if this will be a separate corporation, division, or joint venture or whether or not it will occur. 


        Erwin,
we would like for you to join interWAVE as quickly as possible and understand you have a mandatory notice to be given to your current employer. Our assumption, based on your
communications on this issue, is that you will be able to start work by July 1, 2003 and could be available for consultation or meetings prior to July 1 on an as required basis. 



        We
look forward to a positive response and a long term and mutually rewarding relationship. 


Sincerely,




	    
	 	 
	William Gibson	 	Date May 8, 2003	 	 
	On Behalf of the Board of Directors

Chairman Executive Committee	 	 
	

CC: Board of Directors	
 	

 





	

Accepted	
 	

    
	
 	

Date	
 	

    












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Exhibit 10.27