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Exhibit 10.41    
  


        [Silicon Valley Bank Logo] 


 
 

Silicon Valley Bank
  
  3003 Tasman Drive
  Santa Clara, Ca. 95054
  (408) 654-1000—Fax (408) 980-6410
  
  ACCOUNTS RECEIVABLE PURCHASE MODIFICATION AGREEMENT




        This
ACCOUNTS RECEIVABLE PURCHASE MODEFICATION AGREEMENT is entered into as of December 16, 2002, by and between AML COMMUNICATIONS, INC. (the "Seller") and SILICON VALLEY
BANK ("Buyer"). 


1.    DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Seller to Buyer, Seller is indebted to Buyer
pursuant to, among other documents, an Accounts Receivable Purchase Agreement, dated November 20, 2001 by and between Seller and Buyer, as may be amended from time to time, (the "Accounts
Receivable Purchase Agreement"). Capitalized terms used without definition herein shall have the meanings assigned to them in the Accounts receivable Purchase Agreement. 


Hereinafter,
all indebtedness owing by Seller to Buyer shall be referenced to as the "Indebtedness". 



Hereinafter,
all indebtedness owing by Borrower to Bank shall be referred to as the "Indebtedness" and the Accounts Receivable Purchase Agreement and any and all other documents executed by Borrower
in favor of Bank shall be referred to as the "Existing Documents". 


2.    DESCRIPTION OF CHANGE IN TERMS.


        A.    Modification(s) to Accounts Receivable Purchase Agreement:




	1.
	The
following defined term as set forth in Section 1 entitled "Definitions: is hereby incorporated as follows: 





"Early
Termination Fee" shall have the meaning set forth in Section 3.7. 



	2.
	Section 3.7
entitled "Early Termination Fee" is hereby incorporated to read as follows: 







3.7    Early Termination Fee. A fully earned, non-refundable early termination fee of $25,000 is due upon voluntary full payment
of the Obligations and termination of the Accounts Receivable Purchase Agreement prior to December 15, 2003 unless the Obligations are paid in full from an initial advance from a loan agreement
with Silicon Valley Bank. 






3.    CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above. 


4.    PAYMENT OF FACILITY FEE. Seller shall pay Buyer a fee in the amount of Seven Thousand Five Hundred Dollars ($7,500.00)("Facility Fee")
plus all out-of-pocket expenses. 


5.    NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has no defense against the obligations to pay any amounts under the
Indebtedness. 


6.    CONTINUING VALIDITY. Seller understands and agrees that in modifying the existing Indebtedness, Buyer is relying upon Seller's
representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Accounts Receivable Purchase Modification Agreement, the terms of the
Existing Documents remain unchanged and in full force and effect. Buyer's agreement to modifications to the existing Indebtedness pursuant to this Accounts Receivable Purchase Modification Agreement
in no way shall obligate Buyer to make any future modifications to the Indebtedness. Nothing in this Accounts Receivable Purchase Modification 









Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Buyer and Seller to retain as liable parties all makers and endorsers of Existing Documents, unless the party is
expressly released by Buyer in writing. No Maker, endorser, or guarantor will be released by virtue of this Accounts Receivable Purchase Modification Agreement. The terms of this paragraph apply not
only to this Accounts Receivable Purchase Modification Agreement, but also to any subsequent Accounts Receivable Purchase modification agreements. 



7.    CONDITIONS. The effectiveness of this Accounts Receivable Purchase Modification Agreement is conditioned upon payment of the Facility
Fee. 


8.    COUNTERSIGNATURE. This Accounts Receivable Purchase Modification Agreement shall become effective only when executed by Seller and
Buyer. 



	 SELLER:	 	 	 
	
 AML COMMUNICATIONS INC.	
 	

SILICON VALLEY BANK
	

BY:	

/s/  DAVID A. SWOISH      	
 	

BY:	

/s/  BRETT MAVER      
	Name:	David A. Swoish	 	Name:	Brett Maver
	Title:	Director of Finance	 	Title:	Vice President & Team Leader











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Exhibit 10.41


Silicon Valley Bank 3003 Tasman Drive Santa Clara, Ca. 95054 (408) 654-1000—Fax (408) 980-6410 ACCOUNTS RECEIVABLE PURCHASE MODIFICATION AGREEMENT