<PAGE>

                                                                   Exhibit 10.25

                     Contract Change Notice/Amendment No. 1
                                       to
                  TRW Inc./Endwave Corporation Supply Agreement
                               Agreement No. 1C450

     THIS AMENDMENT ("Amendment") is made and entered into and between Endwave
Corporation ("Buyer" or "Endwave") and TRW Inc. ("TRW").

     WHEREAS, Buyer and TRW entered into a Supply Agreement No. 1C450
("Agreement") with an effective date of 31 March 2000 and;

     WHEREAS, Buyer and TRW desire to amend the Agreement in order to modify the
product offering, delivery date span, pricing/volume methodology and applicable
Exhibits, in addition to administrative updates inclusive of those sections for
term, notices and marking provisions.

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.   Section 2.2, Requirements, of Article 2, replace the sentence with the
     following: "Buyer shall buy from TRW no less than the quarterly minimum
     quantities of Products set forth in Exhibit 1B, and TRW agrees to sell
     Buyer up to and including quarterly maximum quantities of Products set
     forth in such Exhibit; provided however, to the extent that Buyer wishes to
     purchase more than the annual maximum quantities of the Products as
     provided in Exhibit 1B, TRW may, but is under no obligation to, provide
     Buyer such excess quantities."

2.   Article 3, Effective Date and Term, replace time in which this Agreement
     shall remain in force and effect from March 31, 2003" to "December 31,
     2005."

3.   Section 4.5, Acceptance of Orders, of Article 4, replace the third sentence
     with the following:

     "Notwithstanding the foregoing, TRW shall have no obligation to accept and
     shall not be deemed to have accepted, unless signed by TRW, any Order (i)
     for any Products not listed in Exhibit 1A hereto or revisions thereof; (ii)
     for any quantity of Products in excess of the annual maximum quantities
     specified in Exhibit 1B hereto or revisions thereof; or (iii) that
     specifies a delivery date which is less than [*] weeks from the date of
     such Order; provided, however, that Buyer may designate up to [*] lots per
     calendar year as "Hot Lots", which will be delivered within [*] weeks of
     the Order date, which cannot exceed [*] lots per month, and which cannot
     exceed [*] wafers per lot. Any designated "Hot Lots" in excess of [*] lots
     per calendar year shall be subject to TRW approval."

4.   Section 10.1, Event of Default, of Article 10, replace Paragraph (b) with
     the following:

     "(b) Such party fails to perform its minimum purchase or supply obligations
     (as the case may be hereunder) specified in Section 2.2 hereof during any
     quarter during the term hereof, or otherwise fails to perform any other
     material obligation required to be performed by it under any provision of
     this Agreement within thirty (30) days after the time specified or within
     thirty (30)days after written notice from the other party that such
     performance has become due; provided, however, Buyer shall have no right to
     terminate this Agreement for TRW's default so long as corrective action is
     being diligently pursued by TRW in a manner that demonstrates that TRW's
     obligations hereunder shall be completed in sufficient time to allow Buyer
     to reasonably meet its end-use requirements for Products without incurring
     additional costs or penalties (as reasonably determined by Buyer), and TRW
     disclosed to Buyer in writing such corrective action(s)."

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

                                                                               1

<PAGE>

5.   Article 12, Notices, revise point of contacts as follows:

     If to TRW:         Velocium, TRW, Inc.
                        2221 Park Place
                        El Segundo, CA 90245
                        Attention: Paul U. Klintworth
                        Phone: 310-814-6739
                        FAX:   310-812-7011

     If to Buyer:       Endwave Corporation
                        990 Almanor Avenue
                        Sunnyvale, CA 94085
                        Attention: Don Dodson
                        Phone: 408-522-3117
                        FAX:   408-522-3102

6.   Section 14.3, Marking, of Article 14, revise listing of individuals
     authorized to receive Proprietary Information as follows:

     For Buyer:         Don Dodson, Bryson Wallace, Doug Lockie, Ed Stoneham,
                        Simon Mok, Mark Vaughan, Cliff Mohwinkel

     For  TRW:          Dwight Streit, Frank Kropschot, Al Lawrence, Stacey Bui,
                        Maggie Sarkuni, Paul Klintworth

7.   EXHIBIT 1A, LIST OF PRODUCTS, as included as part of the original Agreement
     is deleted and replaced with the EXHIBIT 1A - REVISION 1 (copy attached)_.

8.   EXHIBIT 1B, PRICE, QUANTITY COMMITMENTS, DELIVERY SCHEDULE AND BUYER'S
     SITE, as included as part of the original Agreement is deleted and replaced
     with the EXHIBIT 1B - REVISION 1 (copy attached).

9.   Attachment B: Wafer Processing Price Matrix, as included as part of the
     original Agreement is deleted and replaced with the Attachment B - Revision
     1: Wafer Processing Price Matrix/Wafer Volume (copy attached).

10.  Attachment C: Wafer Test Price Matrix ($/Wafer), as included as part of the
     original Agreement is deleted and replaced with the Attachment C - Revision
     1: Wafer Test Price Matrix ($/Wafer) (copy attached).

11.  Attachment D: Wafer Purchase Commitment, as included as part of the
     original Agreement is deleted and replaced with the Attachment D -
     Developmental Lot Price Matrix (copy attached).

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

                                                                               2

<PAGE>

The above changes constitute Contract Change Notice No. 1 to the Agreement.
Except as expressly provided hereinabove all other terms and conditions of the
Agreement shall apply herein and remain in full force and effect as previously
agreed to between Buyer and TRW. In the event of any conflict between the terms
of this Amendment and those of the Agreement, the terms of this Amendment will
be deemed to have superseded those of the Agreement and exclusively will govern
the matter in question.

Endwave Corporation:                             TRW Inc.

By:    /s/ Don Dodson                            /s/ Dwight Streit
       ----------------------------              -------------------------------
Name:  Don Dodson                                Dwight Streit
Title: Chief Operating Officer                   President, Velocium

Date:  March 15, 2002                            Date: February 21, 2001
       ----------------------------                    -------------------------

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

                                                                               3

<PAGE>

                             EXHIBIT 1A - REVISION 1

                                LIST OF PRODUCTS
                                ----------------

1a.  3" equivalent GaAs wafers utilizing the following process technologies
     (Application frequency refers to frequency of transmission of end product):

     Technology                        Application
     ----------                        -----------
     pHEMT 0.15 micron                 [*]
     pHEMT 0.10 micron                 [*]
     HBT 4 micron                      [*]
     HBT 2 micron                      [*]
     HBT 1 micron                      [*]

     Standard wafer processing with die thickness of .004" will be utilized.
     Wafers will be screened via standard Process Control Monitors ("PCM"). All
     PCM good wafers will be delivered to Buyer and Buyer will accept delivery.

1b.  3" equivalent GaAs wafers noted in 1a. above except a die thickness of [*]
     will be quoted on a case-by-case basis at the sole discretion of the
     Seller.

1c.  Developmental Products to include InP devices will be quoted on a
     case-by-case basis at the sole discretion of the Seller.

1d.  Developmental Multiproject Masks "Pizza Mask" wafers will be quoted on a
     case-by-case basis at the sole discretion of the Seller.

1e.  Nonstandard/Special Handling Wafers are defined as those that do not fully
     comply with the standard foundry design rules (i.e. foundry design and
     layout rules) or outside of standard processing practices and will be
     quoted on a case-by-case basis at the sole discretion of the Seller.

1f.  MMICs to be offered include those subject to Paragraph 1a of this exhibit
     and which fall into one of the following categories:

          Products Velocium, TRW Inc. offers for sale as standard parts for
          commercial wireless telecom applications that are less than or equal
          to [*] GHz. Higher frequencies will be quoted on a case-by-case basis.

          Products which were developed and produced for the Nokia "Rats",
          "Mice" and Nortel Module Contracts.

          Endwave developed chips/wafers for production fabrication. Does not
          include nonstandard/special-handling wafers as specified in Section
          1e. above.

     Other products will be offered on a case-by-case basis.

2.   TRW Telecom Standard Products Chips. Various Standard Product Chips
     available from the Standard Products Catalog may be purchased in small
     quantities, i.e. quantities requiring fewer chips than one wafer lot
     yields.

3.   The SCAMP product is not covered under this Agreement. The current purchase
     order arrangement between TRW and TRW Milliwave will be maintained for the
     SCAMP product.

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

                                                                               4

<PAGE>

                             EXHIBIT 1B - REVISION 1

         PRICE, QUANTITY COMMITMENTS, DELIVERY SCHEDULE AND BUYER'S SITE
         ----------------------------------------------------------------

A.   PRICE:

     .    Wafer processing pricing per the Attachment B: Wafer Processing Price
          Matrix/Wafer Volume

     .    Wafer test pricing per Attachment C: Wafer Test Price Matrix ($/Wafer)

     .    Developmental Wafer prices per Attachment D: Developmental Lot Price
          Matrix

     .    Multi-project Masks "Pizza Masks" Wafer prices will be quoted on a
          case-by-case basis

     .    Special Handling Wafer prices will be quoted on a case-by-case basis

B.   QUARTERLY PURCHASE COMMITMENTS:

     On a quarterly basis, Buyer must purchase the minimum quantities specified
     in Attachment B - Revision 1, Wafer Processing Price Matrix/Wafer Volume.

C.   MAXIMUM SUPPLY COMMITMENT:

     On a quarterly basis, TRW will supply the Maximum wafer quantities
     specified in Attachment B - Revision 1, Wafer Processing Price Matrix/Wafer
     Volume.

D.   MINIMUM ORDER QUANTITY:

     Minimum order quantity of [*] wafers of each maskset (chip type) per
     purchase order. Minimum order quantities for special handling, pizza masks
     and developmental wafer will be quoted on a case-by-case basis.

E.   DELIVERY SCHEDULE:

     Delivery commitment is [*] weeks from receipt of order. [*] lots per year
     may be designated as "Hot Lots", which will be delivered in [*] weeks from
     receipt of order.

F.   NEW PRODUCT DESIGNS:

     Buyer will pay the direct costs for engineering services and the cost of
     layout design, fabricating engineering masks/"Pizza Masks", and testing per
     the Technical Services Agreement SN1D103 between the parties.

G.   LONG TERM WAFER HOLDS:

     At the written direction of the Buyer, Seller will hold in process wafers
     not to exceed [*] wafers of same part type at any given time per the
     intermediate process step identified below:

     .    Step #1 - Completion of EBL gate test
     .    Step #2 - Completion of all Front-Side Processing

     Seller will hold product at the intermediate process step specified above
     for up to [*] months. At that time, Buyer will either authorize processing
     to the next step or Buyer will pay cancellation

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

                                                                               5

<PAGE>

     charge equal to the list price of the Product, as specified in Exhibit 1B,
     multiplied by the percent to cancel the Order as follows:

     .    Stop at Step #1, [*]% of Exhibit 1B price
     .    Stop at Step #2, [*]% of Exhibit 1B price

H.   SITE:

     990 Almanor Avenue
     Sunnyvale, CA 94085

     Or

     6425-C Capitol Avenue
     Diamond Springs, CA 95619

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

                                       6

<PAGE>

Attachment B - Revision 1:  Wafer Processing Price Matrix/Wafer Volume

3 Inch Wafer Processing Pricing Table
-------------------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
            Technology          CY02 Base Price per Wafer      CY03 Base Price per Wafer       Discount
---------------------------------------------------------------------------------------------------------------
<S>                             <C>                            <C>                            <C>
[*]                                        [*]                            [*]                     [*]
---------------------------------------------------------------------------------------------------------------
[*]                                        [*]                            [*]                     [*]
---------------------------------------------------------------------------------------------------------------
[*]                                        [*]                            [*]                     [*]
---------------------------------------------------------------------------------------------------------------
[*]                                        [*]                            [*]                     [*]
---------------------------------------------------------------------------------------------------------------
</TABLE>

3 Inch Wafer Processing Pricing Discount Table
----------------------------------------------

---------------------------------------------------------------
        Quarterly Quantity              Discount per Wafer
---------------------------------------------------------------
[*]                                            [*]
---------------------------------------------------------------
[*]                                            [*]
---------------------------------------------------------------
[*]                                            [*]
---------------------------------------------------------------
[*]                                            [*]
---------------------------------------------------------------

Quarterly Purchase Commitments: The minimum quarterly wafer quantity for CY2002
------------------------------
and CY2003 is [*] per quarter.

Maximum Supply Commitment: The maximum quarterly wafer quantity for CY2002 and
-------------------------
CY2003 is [*] wafers per quarter.

Hot Lot Pricing: A [*] "Hot Lot" premium charge will be added to the appropriate
---------------
base price from the table above.

Notes:
-----

The 3 Inch Wafer Processing Pricing Table determines the base
price/wafer/technology for calendar years CY2002 and CY2003. Wafer pricing and
quarterly volumes beyond CY2003 will be negotiated at a later date. A wafer
price discount is offered for committed deliveries within a given quarter. A
"Quarterly Quantity" is defined as the total number of wafers, technology
independent, which have committed deliveries falling within a given quarter.

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

                                                                               7

<PAGE>

Attachment C - Revision 1: Wafer Test Price Matrix ($/Wafer)

------------------------------------------------------------
    Test Metric             CY2002              CY2003
------------------------------------------------------------
        [*]                   [*]                [*]
------------------------------------------------------------
        [*]                   [*]                [*]
------------------------------------------------------------
        [*]                   [*]                [*]
------------------------------------------------------------
        [*]                   [*]                [*]
------------------------------------------------------------
        [*]                   [*]                [*]
------------------------------------------------------------
        [*]                   [*]                [*]
------------------------------------------------------------

The Test Metric is calculated as follows: Number of Sites per Wafer x Number of
Test Passes

This table is for production testing only. Design maskset and diagnostic testing
are covered under the Technical Services Agreement SN 1D103.

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

                                                                               8

<PAGE>

Attachment D:  Developmental Lot Price Matrix

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
              Technology                 CY02 Base Price per Lot           CY03 Base Price per Lot
----------------------------------------------------------------------------------------------------------
<S>                                      <C>                               <C>
[*]                                                [*]                               [*]
----------------------------------------------------------------------------------------------------------
[*]                                                [*]                               [*]
----------------------------------------------------------------------------------------------------------
[*]                                                [*]                               [*]
----------------------------------------------------------------------------------------------------------
[*]                                                [*]                               [*]
----------------------------------------------------------------------------------------------------------
[*]                                                [*]                               [*]
----------------------------------------------------------------------------------------------------------
</TABLE>

Deliverable: Minimum of [*] completely processed and tested wafers that pass PCM
specifications.

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

                                                                               9