<PAGE>


NOTE: Information has been redacted from the following agreement.  The 
location of such redacted information is identified by asterisks (*).  Such 
information is confidential and has been omitted pursuant to 17 C.F.R. Reg. 
Section 240.24b-2 and filed separately with the Securities and Exchange 
Commission. 

______________________________________________________________________________


                                OEM PURCHASE AGREEMENT

    THIS OEM PURCHASE AGREEMENT is entered into between ********* 
("*********"), and EIP MICROWAVE, INC., a Delaware corporation doing business 
at 1745 McCandless Drive, Milpitas, CA 95035-8024 ("Supplier"), effective as 
of the date of execution by the last signing party (the "Effective Date").


1   SCOPE OF AGREEMENT


    1.1   GENERAL.  This Agreement sets forth the terms and conditions under
          which Supplier agrees to sell, license and support the OEM Products
          listed in EXHIBIT A to this Agreement.  The OEM Products shall be
          regarded as "Original Equipment Manufacturer" products that shall
          either be sold separately or incorporated into ********* Products
          for resale worldwide.  The OEM Products and the ********* Products
          will be marketed, serviced, and supported by *********'s field
          organization, subject to the marketing, service, and support
          obligations of Supplier pursuant to this Agreement.  All OEM
          Products shall be new (I.E., not previously sold to a customer),
          except as provided in Sections 3.3 or 4.7, as provided in
          Section 1.2 of EXHIBIT B of this Agreement or as otherwise provided
          by the parties.

    1.2   TERM OF AGREEMENT.  Unless earlier terminated under the provisions
          of this Agreement, this Agreement shall commence as of the Effective
          Date and continue for a five (5) year period thereafter (referred to
          herein as the "Initial Term").  After the Initial Term, this
          Agreement shall continue automatically for two (2) additional one
          year terms (each referred to herein as an "Additional Term"), unless
          terminated by either party upon one hundred and twenty (120) days
          written notice prior to expiration of the Initial Term or any such
          Additional Term.  The Initial Term and any applicable Additional
          Terms are collectively referred to as the "Term".

2   DEFINITIONS

    The following capitalized terms shall have these meanings throughout this
    Agreement.

    2.1   "Delivery Date" shall mean the date specified in an Order for the
          delivery of OEM Products by Supplier to the destination required
          under the Order.

                                    1


<PAGE>


    2.2   "Documentation" shall mean the user and technical manuals and other
          documentation that Supplier will make available with the OEM
          Products.

    2.3   "********* Products" shall mean ********* data-sheeted and *********
          model-numbered products and/or systems that will incorporate the OEM
          Products and that will be marketed and sold to end-user customers by
          ********* and its distributors.

    2.4   "********* Property" shall mean all property, including without
          limitation, designs, documentation, models, tools, equipment and
          materials furnished to Supplier by ********* or paid for by
          ********* for use by Supplier in connection with this Agreement.

    2.5   "Intellectual Property Rights" shall mean all rights in patents,
          copyrights, trade secrets, trademarks, trade names and other similar
          proprietary rights.

    2.6   "Marks" shall mean the trademarks, trade names, logos, insignia,
          symbols, designs or other marks of a party.

    2.7   "OEM Products" shall mean the products developed by Supplier listed
          in EXHIBIT A and all related Documentation and Parts.

    2.8   "Orders" shall mean a written or electronic purchase order placed by
          ********* to Supplier for purchase of the OEM Products.

    2.9   "Parts" shall mean the replacement parts, components, assemblies,
          consumables or other products that may be purchased from Supplier in
          conjunction with or as additions to the OEM Products.

    2.10  "Software" shall mean any software or firmware products included or
          bundled with the OEM Products, as referred to in the description of
          OEM Products in EXHIBIT A attached hereto.

    2.11  "Specifications" shall mean the technical and functional
          requirements for the OEM Products as set forth or referenced in
          EXHIBIT A to this Agreement, as revised with the written consent of
          both parties.

    2.12  "Subsidiary" shall mean an entity controlled by or under common
          control with a party to this Agreement, through ownership or control
          directly or indirectly of fifty percent (50%) or more of the voting
          power of the shares or other means of ownership or control, provided
          that such control continues to exist.

3  TESTING, EVALUATION, DELIVERY AND ACCEPTANCE


                                   2


<PAGE>
     
     3.1    DELIVERY.  Supplier has delivered to ********* units of  OEM
            Product ********* for testing and evaluation ("Test Units").

     3.2    TESTING AND ACCEPTANCE PROCEDURE.  (a)  ********* shall have six
            (6) weeks from the date of receipt of the second Test Unit to
            evaluate the Test Units for conformity with the Specifications, and
            either accept, return for rework, or reject the Test Units. 
            ********* shall be entitled to test and evaluate the Test Units by
            whatever means it deems appropriate, consistent with Supplier's
            rights in the Test Units, and Supplier hereby grants to ********* a
            license to use the Test Units to perform its evaluation.  
     
            (b) Upon *********'s completion of its testing and evaluation
            described in Section 3.2(a) above, ********* shall either (i) 
            notify Supplier in writing that the Test Units meet the
            Specifications and are accepted; or (ii) notify Supplier that the
            Test Units fail to meet the Specifications and are rejected.  

            (c)  In the event that ********* notifies Supplier that the Test
            Units fail to meet the Specifications, ********* shall return the
            Test Units to Supplier for rework, together with a reasonably
            detailed written explanation of the Specifications which have not
            been met.  Supplier will attempt to rework and resubmit the Test
            Units for re-evaluation by ********* within ten (10) days after
            receipt of the Test Units from *********, or such other time period
            as mutually agreed to by the parties.  If ********* determines,
            after re-evaluation, that the re-worked Test Units fail to meet the
            Specifications, ********* shall notify Supplier that the Test Units
            fail to meet the Specifications and are rejected.

     3.3    INITIAL ORDER.  If ********* is satisfied that the Test Units meet
            the Specifications, then ********* shall issue a noncancellable
            Order to Supplier for a total of ********* OEM Products (the
            "Initial Order").  If Supplier is satisfied that the Test Units
            meet the Specifications, then Supplier shall accept the Initial
            Order.  ********* shall return the Test Units to Supplier, and
            Supplier shall have the right to package and sell all returned Test
            Units to ********* as new OEM Products, subject to the provisions
            of Section 10 and all other terms of this Agreement.  

     3.4    TERMINATION.  If the Initial Order has not been issued by *********
            and accepted by Supplier on or before July 12, 1997, then either
            party may in its sole discretion terminate this Agreement without
            incurring any liability to the other party.  The right to terminate
            the Agreement under this Section 3.4 shall commence on July 13,
            1997 and shall continue until such time as the Initial Order has
            been issued by ********* and accepted by Supplier.  Upon
            termination under this Section 3.4, ********* shall return all
            Tests Units to Supplier, and each party shall return all
            Confidential Information to the disclosing party, so that no
            Confidential Information is retained by either party.


                                   3

<PAGE>


4    ORDER AND SHIPMENT OF OEM PRODUCTS

     4.1    ORDERS.  Each delivery of OEM Products shall be initiated by an
            Order issued to Supplier by *********.  Each Order shall include
            (i) product quantity; (ii) unit price; (iii) shipping destination;
            (iv) Delivery Date; (v) product option configuration; and (vi)
            other instructions or requirements pertinent to the Order.
            ********* may schedule regular intervals for deliveries by an
            appropriate Order setting forth the intervals.

     4.2    ORDER ACKNOWLEDGMENT.  Supplier shall acknowledge and either accept
            or reject each Order (via telefax as provided in Section 23.1
            below) within two (2) business days of receipt.  All Orders shall
            be deemed accepted by Supplier unless ********* receives notice of
            rejection from Supplier within two (2) business days of Supplier's
            receipt of the Order. Supplier shall be bound by the terms and
            conditions of every Order acknowledged and accepted and every Order
            deemed accepted as provided herein.  Supplier agrees not to
            unreasonably withhold acceptance of any Orders.  In the event that
            Supplier rejects seven (7) consecutive Orders, ********* shall have
            the right to terminate the Agreement pursuant to Section 19 below. 
            An Order shall be deemed to have been placed as of the date of
            receipt of the Order by Supplier.  To the extent of any
            inconsistency between the terms of an Order and the terms of this
            Agreement, the terms set forth herein shall control and take
            precedence.

     4.3    FORECASTS.  On or before the first day of each month, *********
            agrees to provide Supplier with a six (6) month rolling forecast of
            its projected orders.  Any quantities listed in any forecasts or
            other correspondence between the parties (other than an Order) are
            only estimates made as an accommodation for planning purposes and
            should in no way be construed as a commitment on *********'s part
            to purchase such quantity.  ********* may revise any forecasts in
            its sole discretion.

     4.4    LEAD TIME.  Supplier agrees to use its best efforts to meet the
            Delivery Date of each accepted Order.  In the event Supplier is
            unable to meet the Delivery Date of any accepted Order, *********
            shall have the right to cancel such Order without charge.

     4.5    INVENTORY REQUIREMENT.  Supplier shall maintain (on a first in,
            first out basis) a protective inventory equal to the materials and
            components required to manufacture ********* units of each model of
            OEM Product (including all available options).  If this inventory
            is depleted, Supplier shall replenish the inventory as soon as
            possible after depletion.

     4.6    ORDER CHANGES.  The parties acknowledge that Orders are subject to 
            postponement, decrease or cancellation by ********* pursuant to
            Section 4.6(a) 

                                   4

<PAGE>

            below (in the case of Large Orders) and Section
            4.6(b) below (in the case of other Orders).   However, the Initial
            Order is not subject to any postponement, decrease or cancellation.

            (a)    If *********'s customer postpones, decreases or cancels an
                   order to ********* that was the basis for a Large Order by
                   ********* to Supplier, then ********* has the right to
                   postpone, decrease or cancel such Large Order to the same
                   extent by notice to Supplier at least one day prior to the
                   Delivery Date.  If Supplier incurs additional costs directly
                   associated with the OEM Product subject to the cancelled
                   Large Order, then ********* will reimburse Supplier upon
                   demand an amount equal to *********. 

            (b)    ********* has the right, without incurring any liability to
                   Supplier, to postpone, decrease or cancel any Order (other
                   than a Large Order) by notice to Supplier at least one day
                   prior to the Delivery Date, PROVIDED, HOWEVER, that
                   *********'s rights described in this sentence are limited to
                   the postponement, decrease or cancellation of Orders for
                   *********..

     4.7    CUSTOMER RETURNS.  If any OEM Product is returned to ********* by
            *********'s customer within ********* months following the date
            such OEM Product was first delivered to that ********* customer,
            and that OEM Product is in operable condition, then ********* will
            be entitled to immediately return such OEM Product to Supplier in
            accordance with Section 7 for *********.  If any such OEM Product
            requires any cosmetic refurbishment or damage repair, the refund
            will be further reduced by an amount to be negotiated by the
            parties at such time to cover such refurbishment and repair costs. 
            Notwithstanding the foregoing, *********'s right to return OEM
            Products in any calendar month is limited to ********* units in the
            aggregate in any month.

     4.8    SHIPMENT REQUIREMENTS.  All Orders shall be shipped complete.  If
            only a portion of the OEM Products is available for shipment to
            meet the Delivery Date, Supplier shall immediately notify *********
            and either ship the available OEM Products or reschedule shipment,
            as directed by *********.  If Supplier ships any OEM Product by a
            method other than as specified in the corresponding Order, Supplier
            shall pay any resulting increase in the cost of freight.  Supplier
            shall immediately advise ********* of any prospective failure to
            ship the specified quantity of released OEM Product in time to meet
            the Delivery Date.  ********* may utilize drop shipment options to
            any designation specified by *********.

     4.9    ********* OPTION TO ACCEPT OVERSHIPMENTS.  If Supplier ships more
            OEM Products than ordered, the amount of the overshipment may
            either be kept by ********* for credit against future Orders or
            returned to Supplier pursuant to Section 7 below, at *********'s
            election.


                                   5

<PAGE>



     4.10   MEETING DELIVERY DATES.  If due to Supplier's failure to make a
            timely shipment, the specified method of transportation would not
            permit Supplier to meet the Delivery Date, the OEM Products
            affected shall be shipped by air transportation or other expedient
            means acceptable to *********.  Supplier shall pay for any
            resulting increase in the freight cost over that which *********
            would have been required to pay by the specified method of
            transportation.

     4.11   RISK OF LOSS.  Shipments shall be F.O.B. Supplier's place of
            shipment.  Title to OEM Products ordered hereunder and risk of loss
            or damage shall pass from Supplier to ********* upon Supplier's
            delivery of the OEM Products to the common carrier specified by
            *********, subject to the provisions below with respect to packing
            and handling.

     4.12   NO ADVANCE SHIPMENT.  Supplier shall not ship any OEM Product more
            than three (3) work days prior to the shipment date required to
            meet the Delivery Date by the method of transportation specified in
            the Order.  If Supplier ships more than three (3) work days in
            advance of such shipment date, ********* may at its option either
            return the OEM Products pursuant to Section 7 below or delay
            processing the corresponding invoice until the Delivery Date.

     4.13   PACKAGE CONTENTS.  Each delivery of OEM Products to ********* shall
            include a packing list which contains at least:

            (a)    The Order number and the ********* part number;

            (b)    The quantity of OEM Products or Parts shipped; and

            (c)    The date of shipment.

     4.14   PACKAGING PROTECTION.  Supplier shall preserve, package, handle,
            and pack all OEM Products so as to protect the OEM Products from
            loss or damage, in conformance with good commercial practice. 
            Special static protection shall be provided for OEM Products
            requiring such packaging.

     4.15   RESPONSIBILITY FOR DAMAGE.  Supplier shall be liable for any loss
            or damage due to (a) its failure to properly preserve, package,
            handle, or pack OEM Products in accordance with Section 4.14
            hereof, and/or (b) a release of chemicals or other hazardous
            materials to the environment prior to *********'s actual receipt of
            the corresponding OEM Products (collectively "Supplier's Damages"). 
            Following delivery of the OEM Products to the common carrier,
            ********* shall be liable for any loss or damage excluding
            Supplier's Damages.  ********* shall be responsible for asserting
            any claims for loss or damage for which ********* is liable
            hereunder against the common carrier involved and Supplier shall
            provide reasonable assistance to ********* in connection therewith.


                                   6

<PAGE>


5.   PRICES AND PAYMENT TERMS

     5.1    OEM PRODUCT PRICES.  Supplier's prices for the OEM Products and
            Parts (including OEM Products and Parts ordered in connection with
            "Large Orders" as such term is defined in EXHIBIT E) are set forth
            in EXHIBIT B, in U.S. currency unless otherwise stated, and shall
            remain in effect during the Term, subject to Section 5.2 hereof. 
            OEM Products and Parts shall also be subject to any applicable
            prompt payment discounts pursuant to Section 5.3.

     5.2    CHANGED PRICES.  
     
            (a)    Either ********* or Supplier may request a change in the
                   then current prices of the OEM Products or Parts on or
                   before *********of any year during the term of this
                   Agreement.  Any subsequent increase or decrease in the
                   prices of the OEM Products or Parts set forth in Exhibit B
                   must be approved in writing by both parties, and upon 
                   mutual written consent Exhibit B shall be deemed amended. 
                   Any such price increases or decreases will become effective
                   as of the first day of *********, and shall apply to all
                   Orders issued by ********* after the effective date of such
                   prices, except as provided in Section 5.2(d) below. 

            (b)    Supplier shall have the right, without the consent of
                   *********, to change the prices of the OEM Products or Parts
                   set forth in Exhibit B effective *********, provided that
                   Supplier gives ********* written notice of such changed
                   prices on or before *********.  In no event shall such
                   change in prices exceed a ********* increase in the then
                   current prices for the OEM Products or Parts.  In the event
                   of such price change Exhibit B shall be deemed to be amended
                   accordingly.  Any such price change shall apply to all
                   orders issued by ********* after the effective date of such
                   prices, except as provided in Section 5.2(d) below.

            (c)    In addition, Supplier shall have the right, without the
                   consent of *********, to change the prices of the OEM
                   Products or Parts set forth in Exhibit B effective
                   *********, provided that Supplier gives ********* written
                   notice of such changed prices on or before *********.  In no
                   event shall such change in prices exceed a *********
                   increase in then current prices for the OEM Products or
                   Parts.  In the event of such price change Exhibit B shall be
                   deemed to be amended accordingly. Any such price change
                   shall apply to all orders issued by ********* after the
                   effective date of such prices, except as provided in Section
                   5.2(d) below.

            (d)    Price changes pursuant to this Section 5.2 shall not apply
                   to OEM Products ordered in connection with "Large Orders" as
                   defined in Exhibit E, provided that the contracts for such
                   Large Orders were executed prior to the effective date of
                   the price change.


                                   7


<PAGE>


     5.3    PAYMENT PROCEDURE.  Payments required to be made by ********* under
            this Agreement shall be net ********* days after receipt by
            ********* of an appropriate invoice from Supplier.  Invoices for
            OEM Products shall not be issued prior to the shipment date for
            such products.  Invoices for training, support and other Supplier
            services shall be issued as mutually agreed to in writing by
            Supplier and *********.  Except as otherwise provided in this
            Agreement, associated freight expenses and duties shall be paid
            directly by *********.  ********* shall not be liable for any costs
            related to or payments for unordered, defective or noncomplying
            products returned to Supplier prior to the due date of the
            corresponding invoice.  In the event that ********* has issued
            payment for any unordered products, ********* shall be entitled to
            a credit upon return of such products to Supplier.  If *********
            fails to pay any amounts owed to Supplier under the terms of this
            Agreement when due, ********* shall pay Supplier a *********
            processing fee, plus interest on such unpaid sum at the rate of
            ********* per annum or the legal limit, whichever is less,
            commencing on the applicable due date until such amount is paid in
            full.  If payment is made in full within ten (10) days of the
            invoice date, a prompt payment discount of *********shall apply to
            the invoiced amount.

     5.4    PRICE WARRANTY.  If, during the Term, Supplier offers a better
            pricing formula to other purchasers for similar volumes of OEM
            Products, then Supplier shall offer such pricing formula to
            ********* retroactively as of the date first offered the third
            party.

     5.5    INDEPENDENT PRICING.  Notwithstanding any other provision of this
            Agreement, *********  shall have the right to determine the prices
            of ********* Products.

6.   INSURANCE REQUIREMENTS

     6.1    INSURANCE COVERAGE.  Supplier will maintain Commercial General
            Liability Insurance (including but not limited to premises and
            operations, products and completed operations, broad form
            contractual liability, broad form property damage and personal
            injury liability) with a minimum limit of $1,000,000 combined
            single limit per occurrence and $5,000,000 in the aggregate, 
            protecting ********* from claims of bodily injury, including death,
            and property damage that may arise from use of any defective OEM
            Products.  Each policy obtained by Supplier will name *********,
            its officers, directors and employees as additional insureds on the
            certificates of insurance and will stipulate that the insurance
            coverage afforded the additional insureds will apply as primary
            insurance and that no other insurance will be called upon to
            contribute to a loss covered thereunder.  Supplier will request
            that each certificate of insurance provide that coverages will not
            be canceled without 30 days' prior written notice to *********.  In
            the event that coverages are canceled, allowed to expire, modified
            or reduced in coverage, Supplier will provide ********* with
            immediate written notice thereof.  Policies


                                   8


<PAGE>


            triggered by the occurrence of a covered event will be maintained 
            with ********* named as an additional insured throughout the term 
            of this Agreement and for at least one year thereafter.  

     6.2    CLAIMS MADE COVERAGE.  If any policies have "claims made" coverage,
            Supplier will maintain such coverages with ********* named as an
            additional insured for a minimum of three years after termination
            of this Agreement.  Supplier will promptly notify ********* upon
            any decision not to maintain such coverage.  Supplier will deliver
            copies of policies or certificates evidencing such policies to the
            ********* contact listed in EXHIBIT D.  

     6.3    ADDITIONAL REQUIREMENTS.  All deductibles on policies providing
            coverage will be paid by Supplier.  In no event will the coverages
            or limits of any insurance required under this Article, or the lack
            or unavailability of any other insurance, be deemed to limit or
            diminish Supplier's obligations or liability to ********* under
            this Agreement.
     
7    RETURN OF PRODUCTS

     7.1    RETURN MATERIALS AUTHORIZATION.  All OEM Products returned by
            ********* to Supplier shall be accompanied by a Return Materials
            Authorization ("RMA").  Unless further verification is reasonably
            required by Supplier, Supplier shall supply an RMA within two work
            days of *********'s request.  ********* may return the OEM Products
            without any RMA if Supplier fails to provide one.

     7.2    RETURN CHARGES.  All OEM Products not complying with the product
            warranty in Section 10.1 that are returned by ********* to
            Supplier, and all replacement or repaired OEM Products shipped by
            Supplier to ********* to replace such OEM Products, shall be at
            Supplier's risk and expense, including transportation charges
            (round trip charges for replacement or repaired OEM Products).

     7.3    DUTY TO REMOVE MARKS.  Supplier shall remove from all OEM Products
            rejected, returned, or not purchased by *********, any of
            *********'s Marks or part numbers, prior to Supplier's sale, use,
            or disposition of such OEM Products unless resold to *********
            pursuant to this Agreement.

8    ENGINEERING PROCESS OR DESIGN CHANGES

     8.1    SUPPLIER PROPOSED CHANGES.  Supplier shall not, without the prior
            written consent of *********, make or incorporate in OEM Products
            any of the following changes (collectively, "Engineering Changes").

            (a)    Process or design changes other than insignificant changes
                   (insignificant changes are those that do not affect
                   Specifications, mechanical form, fit, function or
                   supportability);


                                   9

<PAGE>


            (b)    Geographical relocation of manufacturing processes beyond a
                   fifty (50) mile radius of the location of such processes on
                   the Effective Date (unless Supplier agrees in advance of any
                   such relocation pursuant to an amendment to this Agreement
                   to pay any resulting increase in the freight cost for all
                   shipments of OEM Products following such relocation); or

            (c)    Process step discontinuances affecting the electrical
                   performance (whether specified or not), the mechanical form,
                   fit, or function, the supportability, the environmental
                   compatibility or chemical characteristics, or the life,
                   reliability, or quality of OEM Products.

     8.2    NOTICE OF CHANGE.  Supplier shall give ********* notice of any
            proposed Engineering Change, and shall provide evaluation samples
            and other appropriate information as specified by ********* at
            least ninety (90) days prior to the first proposed shipment of any
            OEM Products involving an Engineering Change.  Regardless of
            whether ********* approves a proposed Engineering Change, lead time
            shall not be changed.

     8.3    ********* PROPOSED CHANGES.  ********* may change *********
            supplied drawings, designs, or specifications at any time prior to
            shipment of corresponding released OEM Products subject to
            Supplier's approval.  Any such change shall be effective upon
            Supplier's approval, which approval shall not be unreasonably
            withheld or delayed, subject to Section 8.4.

     8.4    SUPPLIER PROPOSED PRICE OR DELIVERY CHANGES.  If any change
            proposed by ********* pursuant to Section 8.3 reasonably and
            directly affects the prices or delivery schedules of OEM Products,
            an equitable adjustment shall be made provided that Supplier makes
            a written claim for an adjustment within thirty (30) days from the
            date ********* gives written notice to Supplier of the change and
            ********* agrees in writing to the adjustment.  If the parties,
            acting reasonably and in good faith, are unable to agree within
            thirty (30) days after written claim by Supplier upon any *********
            change or the amount of any adjustment pursuant to this
            Section 8.4, then Supplier shall have no obligation to implement
            the change and ********* may terminate this Agreement as to the OEM
            Products affected.

     8.5    SAFETY STANDARD CHANGES. 

             (a)   Supplier shall immediately give notice to ********* if any
                   upgrade, substitution or other change to an OEM Product is
                   required by law to make that product meet applicable safety
                   standards or other governmental statutes, orders or
                   regulations, even those which do not affect form, fit, or
                   function.

                                   10


<PAGE>


            (b)    If affected OEM Products already purchased by ********* are
                   required by any applicable law to be upgraded, substituted
                   or changed (I.E., a government mandated recall), then
                   Supplier shall be responsible for all costs associated with
                   such upgrade, substitution or change including, without
                   limitation, *********'s reasonable costs in implementing the
                   recall; and at *********'s option the affected OEM Products
                   shall either be returned to Supplier for factory upgrade,
                   substitution or change, or upgraded, substituted or changed
                   by ********* in the field, PROVIDED, that if the option
                   (I.E., factory or field) selected by ********* results in
                   increased costs to Supplier as compared to the other option,
                   then the parties will negotiate the allocation of such
                   increased costs between the parties.  In the event of any
                   such ********* field upgrade, substitution or change,
                   Supplier shall provide the appropriate Parts and OEM
                   Products free of charge to *********.  Such Parts or OEM
                   Products shall have the same priority as current shipments
                   incorporating the upgrades, substitutions or changes.

            (c)    If affected OEM Products already purchased by ********* are
                   NOT required by any applicable law to be upgraded,
                   substituted or changed (I.E., there is no government
                   mandated recall), then neither party shall have any
                   obligation to make any upgrade, substitution or change. 
                   However, upon request of either party, ********* and
                   Supplier will meet and discuss whether, and in what manner
                   and at whose expense, such upgrades, substitutions or
                   changes should be offered or made.

9    QUALITY

     9.1    QUALITY PROGRAM.  Supplier shall maintain an objective quality
            program for all OEM Products supplied pursuant to this Agreement. 
            Supplier's program shall be in accordance with *********'s Quality
            System Requirements, attached as EXHIBIT F hereto, or if
            applicable, any additional or substitute quality requirements
            agreed to in writing by the parties.  Supplier shall, upon
            *********'s request, provide to ********* copies of Supplier's
            quality program and supporting test documentation.

     9.2    *********'S RIGHT TO INSPECT.  ********* shall have the right to
            inspect, at Supplier's plant, the OEM Products and associated
            nonproprietary manufacturing processes.  Any inspection of OEM
            Products shall be prior to shipment.  Manufacturing processes may
            be inspected at any time during the Term.  *********'s inspection
            may be for any reason reasonably related to this Agreement,
            including to assure Supplier's compliance with this Agreement. 
            *********'s right of inspection shall apply as well to any vendor
            or supplier of Supplier, and Supplier agrees to inform such
            suppliers of *********'s right to inspect and make such facilities
            reasonably available.  ********* acknowledges


                                   11


<PAGE>


            that Supplier cannot provide assurances as to whether any supplier 
            or vendor will permit any inspection.

10   WARRANTIES

     10.1 PRODUCT WARRANTY. 

     (a)    Supplier warrants that all OEM Products shall be manufactured,
            processed and assembled by Supplier or by companies under
            Supplier's direction; conform to the Specification; conform
            strictly to the requirements of all Orders; and be free from
            defects in design, material and workmanship.  The foregoing
            warranty does not apply to defects resulting from: (i) maintenance
            or calibration by ********* or its customers not in accordance with
            applicable industry standards; (ii) *********, customer or third
            party supplied software, interfacing or supplies to the extent that
            such defect would not have arisen but for such software,
            interfacing or supplies; (iii) unauthorized modification of the OEM
            Product to the extent that such defect would not have arisen but
            for such modification; (iv) use or operation outside of the
            Specification for the OEM Product; or (v) abuse, negligence,
            accident, loss or damage in transit.  Supplier does not warrant
            that the operation of OEM Products will be uninterrupted or error
            free.  Calibration is not included as part of warranty repair
            service.

     (b)    (1) PRODUCTS FOUND DEFECTIVE BY *********.  ********* may elect, in
            its sole discretion, to return for replacement or repair at
            Supplier's expense, any OEM Product which fails to satisfy the
            product warranty set forth in Section 10.1(a).  ********* shall
            return such OEM Product to Supplier within fifteen (15) business
            days after *********'s discovery of the defect.  Supplier shall
            return the replacement or repaired OEM Product as soon as possible,
            but in no event later than ten (10) business days after receipt of
            the product from ********* (in the case of any return during the
            first six (6) months after the first shipment of OEM Products) or
            five (5) business days after receipt of the product from *********
            (in case of any return thereafter).  

            (2) PRODUCTS FOUND DEFECTIVE BY *********'S CUSTOMERS.  Any OEM
            Product which fails to satisfy the product warranty set forth in
            Section 10.1(a) after shipment to *********'s customer shall be
            repaired by ********* at the local service office as provided in
            Exhibit C hereto.  Supplier will reimburse ********* for the cost
            of Parts and labor  in connection with such repairs, at rates no
            higher than the internal rates paid by ********* to its service
            centers.  If ********* is unable to repair the OEM Product locally
            after its reasonable efforts to do so, the product shall be
            returned to Supplier for replacement or repair at Supplier's
            expense.  Supplier shall return the replacement or repaired OEM
            Product as soon as


                                   12


<PAGE>


            possible, but in no event later than thirty (30)
            days after receipt of the product by Supplier.

            (3) ********* REMEDY.  If Supplier fails to return the replacement
            or repaired OEM Product to ********* in a timely manner pursuant to
            Sections 10.1(b)(1) and 10.1(b)(2) above, ********* may reject the
            product and obtain a full refund of all costs paid by ********* for
            the OEM Product, without any deductions.  In addition, if
            *********'s customer requires that ********* deliver a similar
            product in substitution for the noncomplying OEM Product and
            ********* procures a similar product for such customer, then
            Supplier shall reimburse ********* upon demand an amount equal to
            (a) *********'s actual documented direct costs incurred in
            purchasing such similar product up to a maximum of two times the
            price of the applicable OEM Product set forth on the Order, minus
            (b) the amount refunded by Supplier for such noncomplying OEM
            Product, up to a maximum of *********units per customer. 

     10.2   WARRANTY OF TITLE AND NONINFRINGEMENT.  Supplier warrants that the
            OEM Products shall be free and clear of all liens, encumbrances,
            restrictions, and other claims against title or ownership. 
            Supplier further warrants that, to the best of its knowledge, the
            OEM Products do not violate or infringe any third party
            intellectual property rights and that Supplier is not aware of any
            facts upon which such claim could be made.

     10.3   SURVIVAL OF WARRANTIES.  All warranties specified above shall
            survive any inspection, delivery, acceptance, or payment by
            ********* and be in effect for the shorter of the one (1) year
            period following the date of shipment of the OEM Product or the
            ********* Product containing the OEM Product to *********'s 
            end-user customers and the 16-month period following the date of
            Supplier's shipment of the OEM Product to *********.

     10.4   DISCLAIMER.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
            SUPPLIER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
            REGARDING ANY OEM PRODUCT, OR REGARDING THEIR MERCHANTABILITY OR
            THEIR FITNESS FOR ANY PARTICULAR PURPOSE.

11   SUPPORT SERVICES

     11.1   GENERAL.  Supplier will provide ********* with ongoing maintenance
            and technical support for the OEM Products (including making
            necessary Parts available) as provided in EXHIBIT C attached
            hereto.  Supplier agrees to maintain such number of qualified
            personnel as is necessary to provide timely and knowledgeable
            maintenance and support service.


                                   13

<PAGE>


     11.2   NEW ********* PRODUCTS.  The parties intend that, during the Term,
            the OEM Products will be compatible with future releases and
            revisions of ********* Products; PROVIDED that such new *********
            products support the future versions of the OEM Products. 
            ********* will notify Supplier six (6) months, or at the soonest
            practicable date, prior to *********'s release of new *********
            Products.  Upon request by *********, Supplier agrees to use all
            reasonable efforts to provide ********* with the OEM Products
            adapted for use with such new ********* Products within timeframes
            and at such additional costs, if any, to be negotiated by the
            parties, PROVIDED that ********* makes available to Supplier such
            ********* Property reasonably necessary for Supplier to develop any
            adaptation.

     11.3   ********* PROPERTY.  ********* may furnish to Supplier *********
            Property under the terms of *********'s standard Equipment Loan
            Agreement for use solely in Supplier's manufacturing, testing,
            adapting, and supporting the OEM Products.  All ********* Property
            shall be clearly segregated and identified as the sole property of
            *********.  ********* Property may not be transferred, assigned,
            loaned or in any way encumbered.  ********* Property may be
            furnished to third parties for fulfillment of Supplier's
            obligations hereunder only upon *********'s prior written consent.

     11.4   SUBSTITUTE PRODUCTS.  If Supplier develops any products that are
            less expensive than the comparable OEM Products available under
            this Agreement, ********* shall have the right to substitute the
            less expensive products at a reduced price (which will be
            negotiated in good faith by the parties) as compared to the
            comparable OEM Products for all subsequent purchases under this
            Agreement.

     11.5   FAILURE RATE.  Notwithstanding that the warranties given in Section
            10.1(a) above apply to 100% of OEM Products, Supplier and *********
            acknowledge that the continuous failure rate of all OEM Products
            shipped during the first six (6) months following shipment of the
            Initial Order is expected to be less than ********* for the first
            ********* days after shipment by ********* to its customers. 
            Thereafter, the continuous failure rate of all OEM Products shipped
            during the next ********* is expected to be less than ********* for
            the first 1 ********* after shipment by ********* to its customers. 
            After the initial period of *********, a continuous annual failure
            rate for all OEM Products is expected to be *********.  If the
            actual failure rate for OEM Products exceeds this expected rate,
            Supplier shall provide reasonable additional engineering and
            technical support beyond any continual improvement efforts
            specified in this Agreement to bring the actual failure rate within
            the expected failure rate specified in this Section 11.5.

     11.6   FAILURE REMEDIES.  In the event of a failure rate exceeding the
            expected failure rate specified above (a "Failure"), *********
            shall have the following remedies for a


                                   14


<PAGE>


            one (1) year period commencing upon receipt by *********'s end 
            user customer of OEM Products or the corresponding ********* 
            Products.

            (a)    In the event of a Failure, Supplier shall promptly provide
                   to ********* a root cause analysis and corrective action
                   plan, which in no event, shall exceed ten (10) business days
                   after written request from *********.  ********* agrees to
                   make available such information and assistance reasonably
                   required to allow Supplier to conduct its root cause
                   analysis and provide its corrective action report.

            (b)    Except as otherwise provided in Section 8.5 above, neither
                   party shall have any obligation to make a field stocking
                   recall or customer based recall or retrofit.  However, after
                   review of the Supplier's root cause analysis and corrective
                   action plan and upon request of either party, ********* and
                   Supplier will meet and discuss whether a field stocking
                   recall or customer based recall or retrofit should be
                   conducted and how the expenses of any such recall or
                   retrofit will be allocated. 

     11.7   SURVIVAL OF SUPPORT OBLIGATIONS.  Supplier's maintenance and
            support obligations provided in Exhibit C shall run for the Term
            and shall continue for a period of five (5) years after *********
            ships the last ********* Product or an OEM Product.  This
            obligation includes making necessary Parts available to *********.

12   OBSOLESCENCE

     12.1   DISCONTINUED PRODUCTS.  Supplier acknowledges that it intends to
            manufacture support and supply the OEM Products for the term of the
            Agreement without interruption.  If, however,  it becomes
            impractical to continue the supply or support of any OEM Product (a
            "Discontinued Product"), Supplier shall give notice to ********* no
            less than ********* months in advance of the last Order date of the
            Discontinued Product.  After receipt of notice of discontinuance,
            ********* may, at its option, purchase from Supplier such quantity
            of the Discontinued Product as ********* deems necessary for its
            future requirements.

13   TRAINING 

     13.1   TECHNICAL TRAINING.  Supplier shall provide technical training, for
            a period not to exceed ten (10) business days, to the *********
            Program Manager and that manager's team sufficient for that manager
            and his or her team to become fully familiar with the OEM Products
            and their markets.  All such training shall take place on such
            dates as are agreed by the parties, and shall be held at Supplier's
            facility (or at such other location requested by *********,
            provided that ********* reimburses the reasonable travel and living
            expenses of Supplier's representatives).  Such training shall be at
            no charge to ********* except for the


                                   15


<PAGE>


            compensation, travel and living expenses of the ********* team.   
            ********* may further request and Supplier shall provide additional 
            training as reasonably necessary to inform ********* personnel of 
            upgraded, enhanced or new versions of the OEM Products.  Additional 
            training shall be provided upon mutually agreeable terms and 
            conditions.

     13.2   *********'S RIGHTS IN TRAINING CLASSES AND MATERIALS.  Subject to
            the provisions of Section 20, ********* may duplicate and use,
            either internally or for *********'s customers, all training
            classes, methods, and materials supplied or developed by Supplier
            pursuant to this Agreement.  *********'s use may be in any manner
            ********* reasonably deems appropriate, at no charge to *********.

14   MARKETING AND LICENSING

     14.1   MARKETING AUTHORITY.  ********* shall have the authority to market
            the OEM Products and the ********* Products containing the OEM
            Products to the extent it deems appropriate, in its sole
            discretion.  Without limiting the generality of the foregoing
            sentence, nothing in this Agreement shall be construed or
            interpreted to place a "best efforts" obligation upon *********
            with respect to marketing the ********* Products or OEM Products or
            preclude ********* from independently developing, purchasing,
            licensing, or marketing any product which performs the same or
            similar function as the OEM Products.  ********* shall have the
            right to use its then current standard form business and license
            terms for all marketing of the OEM Products and ********* Products.

     14.2   NO RIGHTS IN MARKS.  Except as otherwise specified in the private
            labeling section below, nothing in this Agreement shall be
            construed to grant either party any rights in the Marks of the
            other party.  Supplier acknowledges, however, that ********* may
            use the name of Supplier and the name of the OEM Products in
            advertising and marketing the OEM Products or the *********
            Products.  The ********* Products shall be affixed with copyright
            notices sufficient to give notice as to the rights of the parties
            in their respective products.

     14.3   PRIVATE LABELING.  Supplier shall ensure that the OEM Products
            contain the ********* Marks, serial number format and packaging
            specified by ********* and conforming to ********* specifications
            for external appearance (which shall not require any material
            change in form or dimensions of OEM Products or require
            commercially unreasonable actions).  Except as provided herein,
            Supplier shall have no other right or license in any *********
            Marks.

     14.4   INTELLECTUAL PROPERTY RIGHTS.  All intellectual property rights
            existing prior to the Effective Date shall belong to the party that
            owned such rights immediately prior to the Effective Date.  Neither
            party shall gain by virtue of this Agreement any rights of
            ownership of copyrights, patents, trade secrets, trademarks, or any
            other intellectual property rights owned by the other.  To the
            extent that the OEM


                                   16


<PAGE>


            Products or Software contain any intellectual
            property rights owned by *********, ********* hereby grants to
            Supplier a worldwide, non-transferable license to manufacture, sell
            and distribute the OEM Products and Software without royalty or
            other compensation to *********.  These rights shall extend to
            Supplier's Subsidiaries, vendors and third party channels of
            distribution.

     14.5   GRANT OF RIGHTS.  Supplier hereby grants to *********, under
            Supplier's Intellectual Property Rights in the OEM Products, a
            worldwide, non-transferable, royalty-free, license to sell and
            distribute all OEM Products.  Such license shall be exclusive from
            the date sellable OEM Products are first shipped to ********* in
            accordance with the Initial Order until the termination of the nine
            (9) month period following such date.  Thereafter, such license
            shall become non-exclusive, and Supplier hereby reserves its rights
            to sell and distribute the OEM Products after the expiration of
            such period.  These rights shall extend to ********* Subsidiaries
            and third party channels of distribution.

     14.6   SOFTWARE LICENSE.  If the OEM Products include Software, Supplier 
            hereby grants to *********, under Supplier's Intellectual 
            Property Rights in such Software, a non-transferable, worldwide, 
            fully paid-up license to use and distribute the Software in 
            object code form as integrated with the OEM Products or the 
            ********* Products. Such license to distribute the Software shall 
            be exclusive during the period described in Section 14.5 above.  
            These rights shall extend to ********* Subsidiaries and third 
            party channels of distribution.

     14.7   DOCUMENTATION LICENSE.  Supplier hereby grants ********* a 
            non-transferable, worldwide, fully paid up license to use, 
            reproduce, translate, publish and distribute in *********'s name 
            all Documentation or other information, other than confidential 
            information, furnished by Supplier under this Agreement.  
            ********* may reproduce such Documentation without Supplier's 
            logo or other identification of source, subject to affixing 
            copyright notices to all copies of documentation.  Such license 
            to distribute shall be exclusive during the period described in 
            Section 14.5 above.  These rights with respect to the 
            Documentation shall extend to ********* Subsidiaries and third 
            party channels of distribution.

     14.8   ********* PRODUCT CATALOGS AND CORPORATE PRICE LIST.  *********
            agrees that the ********* Products will appear in each annual Test
            and Measurement Catalog published by ********* during the Term of
            the Agreement.  ********* further agrees that each *********
            Product will be listed on each ********* Corporate Price List
            issued by ********* as long as this Agreement is in force for such
            ********* Product.  For purposes of this Section 14.8, the term
            "********* Products" shall mean each OEM Product and the
            accompanying power cord, rack, mount kit and other supplies and
            accessories selected by ********* for use with the OEM Product.

15 INFRINGEMENT INDEMNITY


                                   17

<PAGE>


     15.1   SUPPLIER'S DUTY TO DEFEND.  Supplier will defend any claim, suit or
            proceeding brought against *********, its Subsidiaries,
            subcontractors and customers based on a claim that any OEM Product,
            including Software, Documentation or a Supplier Mark, constitutes
            an unauthorized use or infringement of any third party's
            Intellectual Property Rights.  Supplier agrees to pay all damages
            and costs, including attorney's fees, awarded against *********,
            its Subsidiaries, subcontractors and customers, or agreed to by
            Supplier in settlement of such claim.

     15.2   *********'S DUTY TO NOTIFY.  ********* shall give Supplier prompt
            notice of any such claim, suit or proceeding, and shall give
            Supplier the  authority, information and assistance (at Supplier's
            expense) necessary to handle the defense or settlement thereof. 
            Supplier will not be required to pay or reimburse ********* for
            attorneys fees and expenses of any counsel representing *********,
            unless Supplier fails to diligently pursue resolution of the claim
            or provide ********* with reasonable assurances that it will
            diligently pursue resolution.  If the use of any OEM Product is
            enjoined as a result of such claim (the "Infringing Product"),
            Supplier shall, at its sole expense and option:

            (a) Procure for ********* and its customers the rights to continue
            using the Infringing Product; or

            (b) Replace the Infringing Product with a non-infringing product of
            equivalent function and performance; or

            (c) Modify the Infringing Product to be non-infringing, without
            detracting from function or performance.

            In the event that Supplier is unable to procure the right for
            ********* and its customers to continue using the Infringing
            Product, replace the Infringing Product with a non-infringing
            product of equivalent function and performance; or modify the
            Infringing Product as set forth above, Supplier will refund the
            purchase price paid by ********* for the Infringing Product upon
            *********'s return of the Infringing Product.

     15.3   SUPPLIER'S LIMITATIONS.  Supplier shall be relieved of its
            indemnification obligations under this Section 15 to the extent
            that the claim of infringement arises solely and directly from
            combination or use of the Infringing Product with products not
            contemplated under this Agreement, provided that the inclusion of
            OEM Products with ********* Products shall not be considered an
            unauthorized combination or use of those products.

     15.4   *********'S DUTY TO DEFEND.  ********* will defend any claim, suit
            or proceeding brought against Supplier or its subcontractors based
            on a claim that any ********* Product constitutes an unauthorized
            use or infringement of any


                                   18


<PAGE>


            third party's Intellectual Property Rights.  ********* agrees to 
            pay all damages and costs, including attorney's fees, awarded 
            against Supplier or its subcontractors or agreed to by ********* 
            in settlement of such claim.  Supplier shall give ********* prompt 
            notice of any such claim, suit or proceeding, and shall give 
            ********* the authority, information and assistance
            (at *********'s expense) necessary to handle the defense or
            settlement thereof.  For purposes of this Section 15.4 and Section
            15.5 below, the term "********* Product" shall mean the *********
            products or systems that will be sold to end-user customers by
            ********* and *********'s distributors for use with the OEM
            Products.

     15.5   CLAIMS BASED UPON COMBINATION OR USE.  ********* will defend any
            claim, suit or proceeding brought against ********* and Supplier or
            its subcontractors based on a claim that the combination or use of
            any OEM Product, including Software, with any ********* Product or
            third party product sold by ********* to end-user customers
            constitutes an unauthorized use or infringement of any third
            party's Intellectual Property Rights.  Each party shall each pay
            all damages and costs, including attorney's fees, awarded against
            it, or agreed to by it in settlement of such claim.  Supplier shall
            give ********* prompt notice of any such claim, suit or proceeding,
            and shall give ********* the authority, information and assistance
            (at *********'s expense) necessary to handle the defense or
            settlement thereof.  Each party will retain authority to approve
            any settlement thereof that affects it.  In the event that
            ********* is no longer a party to such claim, suit or proceeding by
            reason of court order or *********'s reasonable settlement thereof,
            then *********'s obligation under this Section 15.5 shall cease
            effective as of the date of such court order or settlement.

16   COUNTRY OF MANUFACTURE AND DUTY DRAWBACK RIGHTS

     16.1   COUNTRY OF ORIGIN CERTIFICATION.  Upon *********'s request,
            Supplier shall provide ********* with an appropriate certification
            stating the country of origin of OEM Products, sufficient to
            satisfy the requirement of the customs authorities of the country
            of receipt and any applicable export licensing regulations,
            including those of the United States.

     16.2   COUNTRY OF ORIGIN MARKING.  Supplier shall mark each OEM Product
            with the country of origin.  Supplier shall, in marking OEM
            Products, comply with the requirements of the customs authorities
            of the country of receipt, as instructed by *********.

     16.3   DUTY DRAWBACK.  If OEM Products delivered under this Agreement are
            imported, Supplier shall when possible allow ********* to be the
            importer of record.  If ********* is not the importer of record and
            Supplier obtains duty drawback rights to OEM Products, Supplier
            shall, upon *********'s request, provide ********* with documents
            required by the customs authorities of the country of receipt to
            prove importation and to transfer duty drawback rights to
            *********.


                                   19


<PAGE>


17   GOVERNMENTAL COMPLIANCE

     17.1   DUTY TO COMPLY.  Supplier shall comply with all federal, state,
            local and foreign laws or regulations applicable to its performance
            of this Agreement or to OEM Products supplied hereunder.  *********
            will use best efforts to instruct Supplier as to any applicable
            foreign laws or regulations; provided, however, that *********'s
            failure to so instruct Supplier shall not relieve Supplier of its
            obligation to comply with any applicable foreign laws or
            regulations.  In the event that Supplier has failed to comply with
            any foreign law or regulation in a country in which Supplier has
            not otherwise conducted business or sold products within twelve
            (12) months prior to the violation, Supplier will undertake such
            efforts as are necessary to comply with such foreign law or
            regulation up to a maximum of $50,000, or such other amount as is
            covered under Supplier's insurance policies, whichever is greater. 
            ********* will be liable for amounts in excess of $50,000, or such
            other amount as is covered under Supplier's insurance policies,
            whichever is greater, necessary for Supplier to comply with any
            foreign law or regulation applicable to Supplier's performance
            under this Agreement or to OEM Products supplied hereunder,
            provided that Supplier has not otherwise conducted business or sold
            products in such foreign country within twelve (12) months prior to
            the violation.  Notwithstanding any other provision of this
            Agreement, Supplier shall be fully liable for all costs and damages
            resulting from Supplier's knowing and willful or criminal violation
            of any foreign laws or regulations.

     17.2   REPRESENTATIONS.  Without limiting the generality of the foregoing,
            Supplier represents that:

            (a)    Supplier shall comply with all equal employment opportunity
                   and non-discrimination requirements prescribed by
                   Presidential Executive Orders, including the requirements of
                   Executive Order 11246, the Vocational Rehabilitation Act,
                   and the Vietnam Era Veterans' Readjustment Assistance Act;

            (b)    Each chemical substance contained in OEM Products is on the
                   inventory of chemical substances compiled and published by
                   the Environmental Protection Agency pursuant to the Toxic
                   Substances Control Act;

            (c)    All OEM Products shall be shipped in conformance with
                   government or freight regulations and requirements
                   applicable to chemicals;

            (d)    Supplier shall provide complete and accurate material safety
                   data sheets prior to shipping any OEM Product if required by
                   any law, rule or regulation; and

            (e)    Neither the OEM Products nor any components thereof (i)
                   contains any "class I substance", as that term is defined in
                   42 U.S.C. Section 7671(3) as


                                   20


<PAGE>


                   now in existence or hereafter amended, or (ii) has been 
                   manufactured by Supplier with a process that uses any 
                   "class I substance" within the meaning of 42 U.S.C. 
                   Section 7671j(d)(2) as now in existence or hereafter amended.

     17.3   PROCUREMENT REGULATIONS.  For OEM Products purchased under this
            Agreement for incorporation into products to be sold under a
            federal contract or subcontract, those applicable procurement
            regulations that are required by federal statute or regulation to
            be inserted in contracts or subcontracts shall upon notice to
            Supplier be deemed incorporated in this Agreement and made to apply
            to all Orders issued hereunder with respect to such contract or
            subcontract.

18   FORCE MAJEURE EVENTS

     18.1   DELAYING CAUSES.  Subject to the provisions of this Section,
            Supplier shall not be liable for any delay in performance under
            this Agreement caused by any "act of God" or other cause beyond
            Supplier's control and without Supplier's fault or negligence, or
            caused by the failure of any of Supplier's vendors to deliver
            components, materials or services to Supplier on a timely basis and
            in compliance with Supplier's specifications (each a "delaying
            cause").  Supplier shall immediately give ********* notice of any
            delaying cause. 

     18.2   ********* OPTION.  In the event of a delaying cause, ********* may
            act in its sole discretion to:

            (a)    Terminate this Agreement or any part hereof as to OEM
                   Products not shipped; or

            (b)    Suspend this Agreement in whole or in part for the duration
                   of the delaying cause, buy similar products elsewhere, and
                   deduct from any quantities specified under this Agreement
                   the quantity so purchased.

     18.3   RESUMPTION OF AGREEMENT.  If ********* elects to purchase other
            similar products in the event of a delaying cause, ********* may
            resume performance under this Agreement once the delaying cause
            ceases and extend the Term up to the length of time the delaying
            cause endured.  Unless ********* gives notice of termination as
            provided above within thirty (30) days after notice from Supplier
            of the delaying cause ********* shall be deemed to have elected to
            suspend this Agreement for the duration of the delaying cause.


19   EVENTS OF DEFAULT

     19.1   NOTICE OF BREACH.  If either party is in breach of any provision of
            this Agreement, the nonbreaching party may, by written notice to
            the breaching party, except as


                                   21


<PAGE>


            otherwise prohibited by the United States bankruptcy laws, terminate
            the whole or any part of this Agreement or any Order, unless the 
            breaching party cures the breach or removes the condition causing 
            the breach within thirty (30) days (or in the case of 19.2(e) 
            below, sixty (60) days) after receipt of notice.

     19.2   CAUSES OF BREACH.  For purposes of Section 19.1 above, the term
            "breach" shall include without limitation any:

            (a)    Proceeding, whether voluntary or involuntary, in bankruptcy
                   or insolvency by or against a party;

            (b)    Appointment, with or without a party's consent, of a
                   receiver or an assignee for the benefit of creditors;

            (c)    Failure by Supplier to make a delivery of OEM Products in
                   accordance with the requirements of this Agreement or any
                   Order;

            (d)    Failure by Supplier to replace or repair OEM Products not
                   complying with the product warranty in Section 10.1 in a
                   timely manner as required thereby;

            (e)    Failure by Supplier to perform its support obligations as
                   required by Section 11 above;

            (f)    Failure by ********* to pay for the OEM Products when due as
                   provided herein; or

            (g)    Other failure by a party to comply with any material
                   provision of this Agreement (including any exhibit hereto)
                   with additional failure to provide the nonbreaching party,
                   upon request, with reasonable assurances of future
                   performance.

     19.3   *********'S RIGHTS UPON BREACH.  In the event ********* terminates
            this Agreement in whole or in part as provided above, in addition
            to any other remedies provided ********* hereunder, ********* may
            procure, upon such terms and in such manner as ********* reasonably
            deems appropriate, products similar to the OEM Product provided
            hereunder as to which this Agreement is terminated.  If *********
            procures a similar product, then Supplier shall reimburse *********
            upon demand an amount equal to (a) *********'s actual documented
            direct costs incurred in purchasing such similar product up to a
            maximum of two times the price of the applicable OEM Product set
            forth on the Order, minus (b) the price of the applicable OEM
            Product set forth on the Order; provided further that such
            reimbursement shall be limited to the procurement of products
            similar to and not exceeding the quantities of OEM Products subject
            to Orders accepted by Supplier prior to the date of termination of
            this Agreement.


                                   22


<PAGE>


            Supplier shall not be required to reimburse ********* under this 
            Section 19.3 in the event such termination occurs as a result of 
            a breach by Supplier that is related to an infringement claim by 
            a third party.  Supplier shall continue the performance of this 
            Agreement to the extent not terminated under the provisions of 
            this Section.  

20   CONFIDENTIAL INFORMATION

     20.1   CONFIDENTIAL INFORMATION.  During the Term, either party may
            receive or have access to technical or strategic information,
            including, though not limited to, information or data concerning a
            party's products or product plans, business operations, strategies,
            customers and related business information which the disclosing
            party considers to be confidential ("Confidential Information"). 
            All Confidential Information shall be labeled [********* or
            Supplier] Confidential and shall be used by only those employees of
            the receiving party who have a need to know such information for
            the purposes related to this Agreement.  Confidential Information
            shall only be disclosed to the receiving party's subcontractors
            with the prior written approval of the disclosing party.  For the
            purposes of this Agreement, all technical information, forecasts
            and ********* marketing plans, organizational charts and supplier
            names, and all information exchanged between the parties under the
            Confidentiality Agreements dated May 3, 1996 and May 14, 1996, as
            amended, shall be deemed Confidential Information.

     20.2   NONDISCLOSURE.  The receiving party shall protect Confidential
            Information of the disclosing party from the unauthorized
            disclosure to third parties with the same degree of care as the
            receiving party uses for its own similar information for a period
            of five years from the date of termination of this Agreement.  The
            foregoing restriction shall not apply to any information that is
            (a) already known by the receiving party prior to disclosure, (b)
            independently developed by the receiving party prior to or
            independent of the disclosure, (c) publicly available through no
            fault of the receiving party, (d) rightfully received from a third
            party with no duty of confidentiality, (e) disclosed by the
            receiving party with the disclosing party's prior written approval,
            or (f) disclosed under operation of law.

21   LIMITATION OF LIABILITY

     EXCLUDING THE PARTIES' OBLIGATIONS UNDER SECTION 15 ABOVE, NEITHER PARTY
     SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
     DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY
     PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT OR THE PROVISIONS OR
     OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE
     BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER


                                   23


<PAGE>


     LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22   TERMINATION

     22.1   TERMINATION FOR CONVENIENCE.  ********* may terminate this
            Agreement at any time for any reason by providing Supplier with
            nine (9) months advance written notice, and Supplier may terminate
            this Agreement at any time for any reason by providing *********
            with eighteen (18) months advance written notice.

     22.2   OUTSTANDING ORDERS.  All Orders issued to and accepted by Supplier
            prior to the expiration or termination of this Agreement shall be
            fulfilled pursuant to and subject to the terms of this Agreement,
            even if the Delivery Dates are after expiration or termination.

     22.3   RETURN OF ********* PROPERTY AND CONFIDENTIAL INFORMATION.  Upon
            expiration or termination of this Agreement, Supplier shall return
            all ********* Property to *********, and each party shall return
            all Confidential Information of the other party (and all copies
            thereof).  All such ********* Property shall be in good condition,
            normal wear and tear excepted.  The party to whom Confidential
            Information or ********* Property is to be returned shall determine
            the manner and procedure for return.

     22.4   SURVIVING PROVISIONS.  Notwithstanding the expiration or early
            termination of this Agreement, the provisions regarding Payment
            procedures in Section 5.3; Insurance in Section 6.1 and 6.2;
            Warranties in Section 10, Support Services in Section 11.1, 11,3,
            11,6 and 11.7, Intellectual Property Rights in Section 14.4;
            Infringement Indemnity in Section 15, Force Majeure in Section
            18.1; Confidential Information in Section 20, Limitation of
            Liability in Section 21, Assurance of Continued Supply in
            Section 22.5, the Miscellaneous provisions in Section 23, and
            Exhibit C shall each survive in accordance with their terms.  All
            licenses granted to *********'s end user customers prior to the
            date of expiration or termination shall survive.  In addition, the
            nontransferable, worldwide, fully paid-up licenses granted to
            ********* under Section 14.6 and 14.7 shall survive the expiration
            or early termination of this Agreement, but only for the sole
            purpose of allowing ********* to provide ongoing support to its
            customers with respect to OEM Products in the field in accordance
            with its rights under Section 11.

     22.5   ASSURANCE OF CONTINUED SUPPLY.  Immediately upon the termination of
            this Agreement by ********* pursuant to Section 19.1, or within
            eighteen (18) months after notice of discontinuance from Supplier
            pursuant to Section 12.1, Supplier shall grant to an unaffiliated
            third party, selected by Supplier and approved by *********, a
            nonexclusive license (with a reasonable royalty and upon other
            reasonable terms and conditions, including a reasonable price for 
            the


                                   24


<PAGE>


            products to be paid by *********) to manufacture the affected
            OEM Products for the remaining Term of the Agreement, and Supplier
            shall release to such third party all technical information and
            other material necessary for such manufacture.  

23   MISCELLANEOUS

     23.1   NOTICES.  The addresses for notices shall be the addresses for the
            Program Managers as specified in EXHIBIT D.  All notices that are
            required or permitted to be given under this Agreement shall be in
            writing.  Notices shall be validly given upon the earlier of
            confirmed receipt by the recipient's Program Manager or three (3)
            days after dispatch by registered mail, postage prepaid, in any
            post office in the United States addressed to the other party's
            Program Manager.  Notices may be delivered by telefax or by courier
            and shall be validly given upon confirmed receipt by the
            recipient's Program Manager.  Either party may change its address
            for purposes of notice by giving written notice to the other party
            in accordance with these provisions.

     23.2   EXHIBITS.  The following Exhibits attached to this Agreement shall
            be deemed a part of this Agreement and incorporated herein by
            reference:

            (a)    Exhibit A:     OEM Products and Specifications
            (b)    Exhibit B:     Supplier's Prices
            (c)    Exhibit C:     Support Terms
            (d)    Exhibit D:     Program Managers
            (e)    Exhibit E:     Large Orders
            (f)    Exhibit F:     Quality System Requirements

     23.3   INDEPENDENT CONTRACTORS.  The relationship of the parties
            established under this Agreement is that of independent
            contractors.  This Agreement shall not be construed to establish a
            partnership, joint venture, agency or other similar relationship
            between the parties.  Neither party shall enter into any commitment
            on behalf of the other party.

     23.4   ASSIGNMENT.  Neither ********* nor Supplier shall delegate any
            duties or assign any rights or claims under this Agreement, other
            than an assignment of accounts receivable by Supplier.  Any such
            attempted delegation or assignment shall be void.  Notwithstanding
            the foregoing, either party may assign this Agreement to a
            successor entity that acquires all or substantially all of its
            business in a "Change of Control" under the procedures set forth
            below, and Supplier may assign its rights to receive payments under
            this Agreement.  A "Change of Control" shall mean any acquisition
            of all or substantially all the business of such party, whether by
            merger, consolidation, operation of law, sale of assets or
            otherwise or any assignment by operation of law.  Each party shall
            use best efforts to provide the other party with thirty (30) days
            prior written notice in the event of its "Change of Control".  Upon
            such notice, the assigning party shall promptly provide the non-


                                   25


<PAGE>


            assigning party with all non-confidential information relating to 
            the "Change of Control" reasonably requested by the non-assigning 
            party.  Upon receipt of such "Change of Control" notice, the 
            non-assigning party shall have the right to terminate this 
            Agreement if, in its reasonable opinion, the "Change of Control" 
            would be detrimental to the performance of this Agreement or to 
            the non-assigning party's business.  In the event that the 
            non-assigning party elects to exercise its right to terminate 
            this Agreement, the non-assigning party shall so notify the other 
            party in writing within thirty (30) days after receipt of the 
            "Change of Control" notice.  Prior to a "Change of Control", each 
            party agrees to notify all potential assignees of the provisions 
            of this Section 23.4, and of the non-assigning party's election 
            of its right to terminate this Agreement, if so exercised.

     23.5    NO WAIVER.  The waiver of any term, condition, or provision of
             this Agreement by ********* or Supplier must be in writing.  No
             such waiver shall be construed as a waiver of any other term,
             condition, or provision except as provided in writing, nor as a
             waiver of any subsequent breach of the same term, condition, or
             provision.

     23.6    DEFINITION OF DAYS.  All references to this Agreement to "days"
             shall, unless otherwise specified herein, mean calendar days.

     23.7    HEADINGS.  The Section headings used in this Agreement are for
             convenience of reference only.  They shall not limit or extend the
             meaning of any provision of this Agreement, and shall not be
             relevant in interpreting any provision of this Agreement.

     23.8    NO PUBLICATION.  Neither party shall publicize or disclose to any
             third party (including but not limited to publication or
             disclosure by issuing a press release) without the written consent
             of the other party, the terms or existence of this Agreement
             except as required by law.

     23.9    SEVERABILITY.  The terms of this Agreement shall be applicable
             severally to each product provided hereunder.  Any dispute
             affecting either party's rights or obligations as to any such
             product shall not affect the rights granted hereunder as to any
             other product, subject to the default provisions of Section 19
             above.

     23.10   ENTIRE AGREEMENT.  This Agreement comprises the entire
             understanding between the parties and supersedes any previous
             communications, representations, or agreements, whether oral or
             written.  No modification of this Agreement shall be binding on
             either party unless in writing and signed by an authorized
             representative of each party.


                                   26


<PAGE>


     23.11   GOVERNING LAW.  This Agreement shall be interpreted and governed
             in all respects by the laws of the State of California without
             reference to any choice of laws provisions.  Supplier and
             ********* hereby consent to the jurisdiction and venue of such
             courts.


APPROVED AND AGREED TO:

EIP MICROWAVE, INC.                        *********


By:__________________________               By:_________________________

Printed Name:__________________             Printed Name:_________________

Title:_________________________             Title:________________________     

Date:_________________________              Date:_________________________


                                   27


<PAGE>


                                      EXHIBIT A

                           OEM PRODUCTS AND SPECIFICATIONS


OEM PRODUCTS

*********- 20 GHz counter
*********- 26.5 GHz counter
*********- 46 GHz counter

The foregoing OEM Products include all associated operating software and are
available with a High Stability Timebase Option and/or a Battery Option.  All
OEM Products will be shipped to ********* with a Certificate of Calibration, a
complete manual set, and in ********* shipping package.  The replacement parts
identified in Exhibit B are also included as OEM Products.

SPECIFICATIONS

1)  The following table shows the operating specifications for the *********OEM
    Products.  *********


                                   28


<PAGE>


                                      EXHIBIT B

                                  SUPPLIER'S PRICES

1   SUPPLIER PRICES

    1.1   MAINFRAME & OPTIONS  Supplier agrees to provide ********* with the
          OEM Products described in Exhibit A for the following prices. 
          Average monthly run rate will be determined as of the date the
          applicable order is accepted by Supplier:

          *********
          

    1.2   REPLACEMENT PARTS Supplier agrees to provide ********* with the
          following replacement parts at the following prices:

          *********
    1.3   SERVICE RATES Supplier agrees to perform repair work other than
          refurbishing Parts at the rate of $********* per hour.

2   LARGE ORDERS

    For Orders meeting the Large Order requirements in EXHIBIT E, *********
    shall receive discounts shown in that Exhibit. 


                                   29


<PAGE>


                                      EXHIBIT C

                                    SUPPORT TERMS


Supplier hereby agrees to provide the following parts and service for the OEM
Products.

1   REPAIR PROCESS OVERVIEW

    ********* repair facilities worldwide will repair the OEM Products using
    replacement Parts supplied through *********'s distribution system. 
    Refurbishing of Parts will be done by Supplier. Supplier agrees to use its
    reasonable commercial efforts to refurbish Parts within 5 business days or
    less after receipt of such Parts from *********.
 
2   PARTS

    2.1   AVAILABILITY Supplier will make Parts available for purchase by
          ********* distribution system.  Delivery shall be reasonable for
          quantities ordered.

    2.2   SUPPLIER REFURBISHED PARTS Refurbished Parts in the *********
          distribution system will be identified by distinct part numbers and
          be coded with date of last repair.

    2.3   FAILED REFURBISHED PARTS Refurbished Parts that fail will, at
          *********'s discretion, be returned to Supplier at Supplier's
          expense.  Refurbished Parts that cannot be repaired will be replaced
          with new Parts at refurbished prices per EXHIBIT B.  New parts shall
          have 100% backward compatibility.  Supplier will collect failed
          product data and create a pareto of component and or workmanship
          faults by Part.  Supplier shall provide this information to
          ********* quarterly or as requested.

    2.4   DOA PARTS  Parts returned which are DOA (dead on arrival) will be
          identified with a special mark.  Any Part being returned twice with
          DOA will be replaced at Supplier's expense.

    2.5   TESTS Parts returned in which "no trouble found" shall be tested
          before being placed back into the supply system.

3   PRICING

    3.1   NON-WARRANTY REPAIRS For failures not covered by the warranty terms
          of Section 10.1 of the Agreement, Supplier will provide Parts and
          repair services to ********* at the prices noted in EXHIBIT B.


                                   30

<PAGE>



    3.2   WARRANTY REPAIRS For failures covered by the warranty terms of
          Section 10.1 of the Agreement, Supplier will provide Parts and
          repair services to *********, and Supplier will reimburse *********
          for the cost of Parts and labor at rates no higher than the internal
          rates paid by ********* to its service centers.  For each warranty
          repair by *********, ********* will provide Supplier with a repair
          report containing information reasonably requested by Supplier and,
          upon request, all defective parts.

4   SUPPORT DOCUMENTATION AND TRAINING

    4.1   MANUALS Supplier shall generate and update operating, service and
          programming manuals in the English language as part of the
          Documentation for the OEM Product.  ********* will be responsible
          for any translations of manuals into other languages. Supplier will
          cooperate with ********* in providing manuals on Microsoft Word
          compatible diskettes or hardcopy as requested by translators. 
          Supplier will use reasonable efforts to cause the OEM product
          manuals to have the look and feel of the ********* manuals currently
          being sold by *********.  The manuals shall contain the following
          sections.

          a)   Introduction to the product
          b)   Getting started information
          c)   Operating and Performance verification
          d)   Troubleshooting
          e)   Parts list
          f)   Programming information

    4.2   SHIPPING Supplier shall when requested by ********* provide a
          certificate of conformance as part of the shipping documentation for
          *********'s customers.

    4.3   TRAINING Supplier shall provide technical training in accordance
          with Section 13 prior to delivery of the first production units at a
          mutually agreed upon time and place.  Training will include the
          following topics and be fully documented.

          a)   Troubleshooting of the product for failure diagnosis
          b)   Applications training
          c)   Programming training including command set and conditions
          d)   Function training for *********'s customers

5   LARGE ORDERS

    Supplier shall from time to time as requested by ********* provide
    additional support for Large Orders as described in Exhibit E.  *********
    will compensate Supplier for costs incurred to provide this additional
    support at charges to be mutually agreed.


                                   31


<PAGE>


                                      EXHIBIT D

                                   PROGRAM MANAGERS

*********


                                   32


<PAGE>


                                      EXHIBIT E

                                     LARGE ORDERS

1   DEFINITION

    A "LARGE ORDER" means any Order that is identified on its face by *********
    as a "Large Order" and consists of at least ********* units with the same
    configuration (Model *********) to be resold to one customer.  The units
    delivered by Supplier under any Large Order may be sold by ********* only
    to the same customer for whom the Large Order was placed.

    *********

2   DISCOUNTS

    The following discounts are applicable to Models  ********* on Large
    Orders.

    *********

3   ADDITIONAL SUPPORT

    For Large Order transactions, Supplier shall use reasonable efforts to
    provide from time to time the following types of support to ********* and
    its customers as reasonably required by *********:

    a)    Provide Component Level Information Package (CLIP).  CLIP will
          include schematics, component locator drawings, parts lists with
          vendors and an indented bill of material.

    b)    Technical support to provide customer specific versions of
          operating, programming and service manuals.

    c)    Engineering services to modify products to *********'s requirements.

    d)    Perform Mil Calibration, with and without data, before shipment to
          *********.

    e)    Affix bar code markings and Mil-Std-130/Warranty labels, before
          shipment to *********.

    f)    Technical support to develop technical proposals.

    g)    Technical support to develop and perform First Article Tests.

    h)    Support for Government Configuration Control requirements.


                                   33


<PAGE>


    i)    Any other support reasonably required by ********* to meet
          *********'s customer needs.

    ********* will compensate Supplier for costs incurred to provide this
    additional support at charges to be mutually agreed.


                                   34


<PAGE>


                                      EXHIBIT F

                             QUALITY SYSTEM REQUIREMENTS

1   QUALITY PROCESSES

    1.1   QUALITY SYSTEMS.  Supplier shall maintain systems that ensure a high
          level of quality.  At a minimum, ********* expects Supplier's system
          to include:

          a)   internal audit programs to help assure the quality of products
               and internal processes; and

          b)   systems to collect information on product failures and improve
               production processes; and

          c)   processes which allow customers to provide feedback on
               products.


                                   35