Exhibit 10.19


 


[CONFIDENTIAL TREATMENT REQUESTED. 
CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION]


 


	
  Purchase Order

  	
   

  	
  PO Create Date: 09/05/2004

  	
   

  	
  Raytheon

  	
   

  	
  Space and Airborne Systems

  
	
   

  	
   

  	
  Current Date/Time: 06/03/2005 17:04:46

  	
   

  	
   

  	
   

  	
  GOLETA EW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6380 HOLLISTER AVE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GOLETA CA 93117

  



 


	
  Ordering Address: OA#:
  0000110122

  Salesperson/Attention: Ed McAvoy

  AML COMMUNICATIONS INC

  1000 AVENIDA ACASO

  CAMARILLO CA 93012

  	
   

  	
  Originator: SHARON JENEWEIN

  Phone: 805-879-3120

  FAX: 805-879.3112 Goleta-EW

  Approved By: ***
                                Date: 7/7/05

  Signature {11 Required}.

   

  Illegible

  	
   

  	
  The number below must appear on all Packing

  Lists, Shipping Labels and Invoices.

  Purchase Order No.

  4400071815

  PO Type: Firm Fixed Price

  Source of Inspection Items Exist: No

  ***

   

  
	
  Manufacturing Plant: MN #: N/A

  	
   

  	
  Purchase Order Total: 414,913.00

  Currency: USD

  Taxable: See Line Items for Tax

  Liquidation Rate: 0%

  Payment Terms: Net 30 days from Invoice

  	
   

  	
  Foreign Offset: N

   

  Country 1: N/A     PO % Offset
  Value: 0%

  Country 2: N/A     PO % Offset
  Value: 0%

  Options: N

  Option Expiration Date: N/A

   

  
	
  We require an Acknowledgement.



  Sign below and return promptly to Originator of this document.  This order, including the terms and
  conditions of purchase referenced herein, are Fully accepted and agreed
  to.   Any deviations must be noted.



  Signature:                                          

  Date:                                            

  	
   

  	
  Delivery Address (If Blank See Line  Items):

  ***

  ***

  ***

  ***

  

  

  

  INCOTERMS: FOB ORIGIN

  Ship Instructions: See Line Item[5]

  	
   

  	
  Bill-To Address:

  RAYTHEON ELECTRONIC SYSTEMS

  ACCOUNTS PAYABLE

  6380 HOLLISTER AVE

  GOLETA CA 93117-3114

  For Payment Questions Call:

  



 


EFFECTIVE 1/1/04: THE RAYTHEON COMPANY GENERAL TERMS AND CONDITIONS OF
PURCHASE TC001 (10/03) AND EXPORT/IMPORT CONTROLS TC109 (10/03) AND OTHER REFERENCED
DOCUMENTS ARE EITHER ATTACHED OR HAVE BEEN  PREVIOUSLY PROVIDED TO YOU.  ALL ARE INCORPORATED HEREIN AS IF FULLY SET
FORTH IN THIS DOCUMENT.  ANY EXCEPTIONS
ARE NOTED IN THE PAGES BELOW.  TO OBTAIN
FULL TEXT COPIES, EITHER CONTACT THE ORIGINATOR ABOVE OR ACCESS: *** FOR CREATE
DATES PRIOR TO 1/1/04.  ORIGINAL TERMS
AND CONDITIONS AT ISSUANCE APPLY, UNLESS OTHERWISE NOTED.


 


Delivery to-NA


 


Header text


Change Order No. 03 increases funds to $326,133 from $88,780 to $414,
913.


 


Attachment “A” dated 3 June 2005 supersedes and replaces in its
entirety all other Attachment “A” s to this Purchase Order.


 


All other terms and conditions remain unchanged.


 


2/3/2005 Change Order 02


Adds funds for the Thermal Study. 
All other terms and conditions remain unchanged.


 


8/19/2004 Change Order 01


Drawings *** and *** released to Revision.


All other Terms and Conditions remain unchanged.


Attachemtn A to this Purchase Order is incorporated herein by this
reference and made an integral part of this Purchase Order.


 










*** Confidential Treatment
Requested


 


1





















 


	
  PO
  number /date

  	
   

  	
  Ordering
  Address: OA#: 0000110122

  	
   

  	
  Raytheon

  	
   

  	
  Space
  and Airborne Systems

  
	
  440007
  1815 / 08/05/2004

  	
   

  	
  AML
  COMMUNICATIONS INC

  	
   

  	
   

  	
   

  	
  GOLETA
  EW

  
	
  Current
  Date/Time 7/7/2005 18:04:39

  	
   

  	
  1000
  AVENIDA ACASO

  	
   

  	
   

  	
   

  	
  6380
  HOLLISTER AVE

  
	
   

  	
   

  	
  CAMARILLO
  CA 93012

  	
   

  	
   

  	
   

  	
  GOLETA
  CA 93117

  



 


This Purchase Order is issued
to Fund one each brass boards pursuant to Drawings *** and *** Brass boards
must meet all electrical requirements of the drawings.


 


Seller shall provide Buyer an
executed Data Rights List which will then be formally incorporated into the
Purchase Order via a change order.


 


Seller agrees to deposit the
technical data into an escrow account and shall enter into an escrow agreement
with DSL Escrow Services with Buyer as the third party beneficiary.  Seller and Buyer shall agree to mutually
acceptable release conditions.


 


	
  Material No: Cage Code

  	
   

  	
  Material
  Short Description

  	
   

  	
  Dwg.

  Rev.

  	
   

  	
  Parts
  List

  Rev.

  	
   

  	
  SIS/

  Index Rev.

  	
   

  	
  Order

  Quantity

  	
   

  	
  Order

  Price

  	
   

  	
  Ord
  Price

  Per Unit

  	
   

  	
  Est
  Extended Price

  	
   

  
	
   

  	
   

  	
  NRE CHARGE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,000

  	
   

  	
  414,913.00

  	
   

  	
  1

  	
   

  	
  NO 414,913.00

  	
   

  



 


	
  Line

  Item

  	
   

  	
  Vendor
  Material Number

  	
   

  	
  Prime Contract
  Number

  	
   

  	
  DPAS

  Rating 

  	
   

  	
  Source

  Insp.

  	
   

  	
  DD254

  Req’d

  	
   

  	
  Agreement

  No.

  	
   

  	
  Agree.

  Item No. 

  	
   

  	
  Delivery

  Date

  	
   

  	
  Tax
  States-Tax ID

  	
   

  
	
  00010

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  None

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08/31/2006 

  	
   

  	
  Exempt Resale 98-034129

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Terms of Delivery:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *** Services changed ***

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *** Net Price changed ***

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *** Delivery data changed ***

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total Net Value Excl. Tax USD

  	
   

  	
   

  	
   

  	
  414,913.00

  	
   

  



 


Any Information Below Pertains to All Items on this Purchase Order


 


UNIVERSAL PROCUREMENT NOTES: IN
ADDITION TO TC001 (10/03) AND TC019 (10/03) THE FOLLOWING DOCUMENTS, UNLESS
OTHERWISE NOTED, ARE INCORPORATED HEREIN BY REFERENCE. FOR A COPY OF THE FULL
TEXT CONTACT THE BUYER OR ACCESS ***


 


 


N015 UNIVERSAL PROCUREMENT NOTE
Applies for Purchase Order Issue Dates:


2/23/04 and before: Rev 2


2/24/04 - 3/29/05: Rev 4 (5/16/01)


3/30/05 and after: Rev 5 (12/18/04)


 


PN120 UNIVERSAL PROCUREMENT NOTE
Applies for Purchase Order Issue Dates:


6/ 26/02 - 4/25/04: Rev 10
(3/18/02)


4/ 26/04 - 6/21/04: Rev 14 (8/18/03)


6/ 22/04 - 3/29/05: Rev 15 (6/15/04)


3/ 30/05 and after: Rev 16
(11/23/04)


 










*** Confidential Treatment
Requested


 


2





















 


	
  PO number/date

  	
  Ordering Address: OA: 0000110122

  	
  

  	
  Space and Airborne Systems

  
	
  4400071815/08/05/2004

  	
  AML COMMUICATIONS INC

  	
   

  	
  GOLETA EW

  
	
  Current Date/Time 07/07/2005 10:04:39

  	
  1000 AVENIDA ACASO

  	
   

  	
  6380 HOLLISTER AVE

  
	
   

  	
  CAMARILLO CA 93012

  	
   

  	
  GOLETA CA 93117

  



 


REV AT DATE OF ORIGINAL PURCHASE ORDER ISSUANCE APPLIES, UNLESS
OTHERWISE NOTED.


 


PACKAGING: FOR PURCHASE ORDERS REQUIRING DELIVERY OF PRODUCT, THE
SUPPLIER SHALL BE RESPONSIBLE FOR INSURING THAT ITEMS SHALL BE ADEQUATELY
PROTECTED TO PREVENT DAMAGE DURING HANDLING AND SHIPMENT. UNLESS OTHERWISE
SPECIFIED BY A PACKAGING NOTE, ITEMS THAT MAY BE DAMAGED BY ITEM-TO-ITEM CONTACT
SHALL BE INDIVIDUALLY WRAPPED, BAGGED, OR PROTECTED WHEN PACKAGED WITHIN A
LARGER PACKAGE.


 


NATIONAL DEFENSE RELATED ORDER - TC002 (10/03) AND TC003 (10/03) ARE
INCORPORATED HEREIN BY THIS REFERENCE. THIS IS A RATED PURCHASE ORDER (PO),
CERTIFIED FOR NATIONAL DEFENSE USE AND YOU ARE REQUIRED TO FOLLOW ALL
PROVISIONS OF THE DEFENSE PRIORITIES AND ALLOCATION SYSTEM REGULATION (15 CFR
700). ALL SUCH RATED POs MUST BE ACKNOWLEDGED AS FOLLOWS:


(A) DO RATED POs MUST BE ACKNOWLEDGED (OR REJECTED) WITHIN 15 WORKING
DAYS AFTER ORDER RECEIPT.


(B) DX-RATED POs MUST BE ACKNOWLEDGED (OR REJECTED) WITHIN 10 WORKING
DAYS AFTER ORDER RECEIPT.


(C) REJECTION OF DO OR DX ORDERS MUST BE IN WRITING, GIVING THE
SPECIFIC REASON FOR THE REJECTION.


(D) COMMENCEMENT OF PERFORMANCE OF THE WORK CALLED FOR BY THIS PO IN
THE ABSENCE OF SELLERS WRITTEN ACKNOWLEDGEMENT THEREOF SHALL BE DEEMED
ACCEPTANCE OF THIS PO AS WRITTEN. IF BOTH RATED AND UNRATED QUANTITIES ARE
REFLECTED IN THIS ORDER, YOU ARE ONLY REQUIRED TO FOLLOW THE DPAS REGULATION AS
IT PERTAINS TO THE RATED QUANTITIES. FOR CREATE DATES PRIOR TO 1/1/04, ORIGINAL
TERMS AND CONDITIONS AT ISSUANCE APPLY, UNLESS OTHERWISE NOTED.


 


3





















 


	
  Applicable to Purchase Order 4400071815

  	
   

  	
  Change Order No. 3

  



 


ATTACHMENT
“A”


 


AML Communications Inc.


1000 Avenida Acaso


Camarillo CA 93012


 


Reference: Purchase Order 4400071815, Change
Order No. 3


 


This Attachment “A”, Change Order No. 3
supercedes and replaces any previous Attachment “A” to this Purchase Order No. 4400071815.


 


This Firm Fixed Priced Purchase Order is hereby entered into by and
between AML Communications Inc. hereinafter called “Supplier” and Raytheon
Space & Airborne Systems, acting by and through its, Electronic
Warfare Systems Business Unit, Goleta, hereinafter called “Buyer” for the
purpose of delivering the services and supplies called for herein, in
accordance with the following exhibits and attachments which are incorporated
by reference and an integral part of the referenced Purchase Order, and are
listed in descending order of precedence subordinate to the implementary
Purchase Order.


 


This Change Order No. 3 increases funds from $88,780 to $414,913,
an increase of $326,133, and updates delivery schedule and payment
schedule. This Change Order also adds FN-001 and FN-003 for Allotted Funds and
Milestone Payments.


 


Exhibit A, Terms and Conditions of
Purchase


 


1.               F08635-03-C-0002
Prime Contract Flowdown Provisions, Supplement to TC-001


2.               General Terms and
Conditions of Purchase, TC-001 (10/03).


3.               General Terms and
Conditions of Purchase, Supplement 1 - Government Contract Provision from the
Federal Acquisition Regulation (FAR), TC-002 (10/03).


4.               General Terms and
Conditions of Purchase, Supplement 2 - Government Contract Provisions from the
Department of Defense FAR Supplement (DFARS), TC-003 (10/03).


5.               Purchase Order
Attachment PT-001, Property in Possession of Supplier, (03/00)


6.               Purchase Order
Attachment IP-001, Representation Concerning Rights in Technical Data and
Computer Software (03/00)


7.               DD254 to be
provided under separate cover letter


8.               Purchase Order
Attachment FN-004 (10/03), Performance Based Payments.


9.               Insurance
Protection, Indemnification, and Security Requirements, SA-004, (03/00).


10.         Allotted Funds Under
Fixed Price Procurement, FN-001 (l0/03 2 pp.)


11.         Milestone Payments, FN-003
(10/03).


 


Exhibit B, Scope of Work


 


Supplier shall design, fabricate, test and deliver two Breadboards one for
the *** and one for the *** After the Breadboards are tested the Supplier shall
deliver the prototype units as outlined below.


 










*** Confidential Treatment
Requested


 


1





















 


•      *** Rev.- , ***


•      *** Rev - , ***


•     SOWG720024, Rev - , Statement
of Work


•     *** Rev - , ***


 


Exhibit C, Purchase Order Correspondence
and Invoices


 


All Purchase Order related correspondence and inquiries shall be
transmitted directly to the Cognizant Buyer at the following address:


 


	
   

  	
  Correspondence:

  
	
   

  	
  Raytheon Electronic Warfare Systems

  
	
   

  	
  6380 Hollister Avenue, Bldg. H7 M/S 9294

  
	
   

  	
  Goleta, California 93117-3114

  
	
   

  	
   

  
	
   

  	
  Remittance Address for Invoices

  
	
   

  	
  Raytheon Electronic Warfare Systems

  
	
   

  	
  6380 Hollister Avenue, Accounts Payable

  
	
   

  	
  Goleta, CA 93117-3114

  



 


Exhibit D, Schedule


 


	
  Description

  	
   

  	
  Date

  	
   

  	
  QTY

  	
   

  	
  Comments

  	
   

  
	
  ***

  	
   

  	
  2/05

  	
   

  	
  1

  	
   

  	
   

  	
   

  
	
  ***

  	
   

  	
  2/05

  	
   

  	
  1

  	
   

  	
   

  	
   

  
	
  First Article HB

  	
   

  	
  7/05

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
  Shipsets

  	
   

  	
  7/05

  	
   

  	
  2

  	
   

  	
  ***

  	
   

  
	
  Shipsets

  	
   

  	
  9/05

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  10/05

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  11/05

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  12/05

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  1/06

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  2/06

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  3/06

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  4/06

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  5/06

  	
   

  	
  2.

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  6/06

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  Shipsets

  	
   

  	
  7/06

  	
   

  	
  2

  	
   

  	
  ”

  	
   

  
	
  SDRLs

  	
   

  	
  See SOW

  	
   

  	
  Lot

  	
   

  	
  Per SOW
  G720024

  	
   

  



 


Exhibit E, Payment Schedule


 


This purchase order is phase funded in the amount of $414,913.00. In no
event shall Buyer be obligated for any costs incurred in excess of this amount,
Seller shall assume all risks for any amount incurred in excess of $414,913. In
accordance with FN-001, paragraph III, supplier is to notify Buyer of the date
that additional funds are needed.  The
total Firm Fixed Price is $461,383 for the effort described herein.


 


The current funding is expected to cover the period of performance
through March 2006.


 










*** Confidential Treatment
Requested


 


2





















 


Milestone Payments


 


	
  MILESTONES

  	
   

  	
  Description

  	
   

  	
   

  	
   

  	
  $ ’s

  	
   

  	
  Total

  	
   

  
	
  *** NRE

  	
   

  	
  B/B

  	
   

  	
   

  	
   

  	
  $

  	
  32,600

  	
   

  	
  $

  	
  32,600

  	
   

  
	
  *** NRE

  	
   

  	
  B/B

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  32,370

  	
   

  	
  $

  	
  64,970

  	
   

  
	
  SDRLS 50%

  	
   

  	
  SDRLS

  	
   

  	
   

  	
   

  	
  $

  	
  3,250

  	
   

  	
  $

  	
  68,220

  	
   

  
	
  Thermal

  	
   

  	
  Study

  	
   

  	
   

  	
   

  	
  $

  	
  23,780

  	
   

  	
  $

  	
  92,000

  	
   

  
	
  Repair

  	
   

  	
  ***

  	
   

  	
   

  	
   

  	
  $

  	
  15,200

  	
   

  	
  $

  	
  107,200

  	
   

  
	
  Change

  	
   

  	
  Packaging

  	
   

  	
   

  	
   

  	
  $

  	
  10,070

  	
   

  	
  $

  	
  117,270

  	
   

  
	
  Change

  	
   

  	
  Wedge Locks

  	
   

  	
   

  	
   

  	
  $

  	
  10,070

  	
   

  	
  $

  	
  127,340

  	
   

  
	
  Change

  	
   

  	
  Connector & Flexboard

  	
   

  	
   

  	
   

  	
  $

  	
  10,000

  	
   

  	
  $

  	
  137,340

  	
   

  
	
  Order Mat’l

  	
   

  	
  ***

  	
   

  	
   

  	
   

  	
  $

  	
  77,856

  	
   

  	
  $

  	
  215,196

  	
   

  
	
  Order Mat’l

  	
   

  	
  ***

  	
   

  	
   

  	
   

  	
  $

  	
  79,560

  	
   

  	
  $

  	
  294,756

  	
   

  
	
  1st Article

  	
   

  	
  ***

  	
   

  	
   

  	
   

  	
  $

  	
  8,721

  	
   

  	
  $

  	
  303,477

  	
   

  
	
  1st Article

  	
   

  	
  ***

  	
   

  	
   

  	
   

  	
  $

  	
  9,490

  	
   

  	
  $

  	
  312,967

  	
   

  
	
  Deliver
  Units*

  	
   

  	
  24 ***

  	
   

  	
  $

  	
  2,940

  	
   

  	
  $

  	
  70,560

  	
   

  	
  $

  	
  383,527

  	
   

  
	
  Deliver
  Units*

  	
   

  	
  24 ***

  	
   

  	
  $

  	
  3,244

  	
   

  	
  $

  	
  77,856

  	
   

  	
  $

  	
  461,383

  	
   

  



 










*The 50% balance due on each unit will be paid upon receipt. *** Pre-Production
Units are priced at $5,880.00 each. *** Pre-Production Units are priced at
$6,488.00 each.


 


Screening will be paid when completed. The MB SSM and HB SSM First
Articles will be screened for a price of $l,200.00 each, which is included in
above. Additional screenings will be on the lots as directed by Raytheon.


 


Exhibit F, Option


 


1.                                       The
Buyer reserves the right to exercise any production options envisioned by this
Purchase Order by issuance of new and separate Purchase Orders containing all
of the necessary provisions of this Purchase Order. This is an administrative
convenience to both parties and allows for the earlier closeout of this
Purchase Order. The issuance of new Purchase Orders can be accomplished
unilaterally by the Buyer and will have the same force and effect as this
Purchase Order.


 


2.                                       Following
are the quantities and dates of Options:


 




	
  Model

  	
   

  	
  Phase

  	
   

  	
  Qty.

  	
   

  	
  Year

  	
   

  
	
  ***

  	
   

  	
  LRIP

  	
   

  	
  150

  	
   

  	
  2008

  	
   

  
	
  ***

  	
   

  	
  FRP Lot 1

  	
   

  	
  450

  	
   

  	
  2009

  	
   

  
	
  ***

  	
   

  	
  FRP Lot 2

  	
   

  	
  450

  	
   

  	
  2010

  	
   

  
	
  ***

  	
   

  	
  FRP Lot 3

  	
   

  	
  450

  	
   

  	
  2011

  	
   

  
	
  ***

  	
   

  	
  LRIP

  	
   

  	
  150

  	
   

  	
  2009

  	
   

  
	
  ***

  	
   

  	
  FRP Lot 1

  	
   

  	
  450

  	
   

  	
  2010

  	
   

  
	
  ***

  	
   

  	
  FRP Lot 2

  	
   

  	
  450

  	
   

  	
  2011

  	
   

  
	
  ***

  	
   

  	
  RFP Lot 3

  	
   

  	
  450

  	
   

  	
  2012

  	
   

  






 


3.                                       In
consideration of this Purchase Order Supplier grants to Buyer the option stated
herein (“Option(S)”). The Option shall be adjusted to the Consumer Price Index
(CPI) of U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price
Index - All Urban Consumers. Series ID: CUURA421SA0, DUUSA421SA0, Not
seasonally Adjusted, Area: Los Angeles-Riverside-Orange County, CA, Item: All Items,
Base Period: 1982-84+100. The Options described herein may be exercised at the
sole discretion of Buyer. Buyer shall not be obligated and assumes no liability
for failure to exercise any or all of the Options and no representations are
made herein by Buyer committing Buyer to exercising any or all of the Options.
Buyer’s Prime


 










*** Confidential Treatment
Requested


 


3





















 


Contract allows for a plus or minus 10% quantitiy. Supplier agrees to
the same fluctuation in the Options granted here.


 


In the event that the publication of the
index described above is discontinued, the parties shall agree upon an
appropriate substitute index. If the parties fail to agree within ninety (90)
days after an aforementioned index is discontinued, Supplier agrees to accept
the substitute inces established by Buyer subject to the Disputes clause of
this Purchase Order.


 


OPTION PRICING


 


*** SSM is agreed as follows:


 


LRIP                      $4,960.00
each in 2004 dollars


FRP                          $4,580.00
each in 2004 dollars


 


*** SSM is agreed as follows:


 


LRIP                      $5,560.00
each in 2004 dollars


RFP                          $5,050.00
each in 2004 dollars


 


The CPI and the formulae for applying it will be applied to the above
prices for items ordered after CY 2004.


 


Exhibit G, Miscellaneous


 


Payment terms are Net 30 days after receipt of an acceptable invoice.


 


Only the undersigned, or his designated representative as a member of Buyer’s
Procurement Department, is authorized to make changes or give direction
relative to this Purchase Order. All such changes and direction must be in
writing and signed by Buyer’s Procurment Department in order to be valid.


 


No news release, public announcement, denial or confirmation of any
part or subject matter of this Subcontract, or any phase of any program hereunder,
shall be made without the prior written approval of Buyer.


 


In accordance with DPAS regulations, your acceptance or rejection of
this subcontract is required within fifteen (15) working days of receipt.
Reasons for rejection must be provided in writing.


 


Supplier’s acceptance of the referenced Purchase Orders shall be
signified by affixing its signature to the copy in the provided and returning
said copy to the assigned Buyer. Such acceptance together with Buyer’s
signature, will constitute a fully executed contract.


 


 


	
  RAYTHEON COMPANY,

  	
  AML Communications Inc.

  
	
  Space and Airborne Systems

  	
   

  
	
  Electronic Warfare Systems

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Steven M. Kantor

  	
   

  	
  By:

  	
    /s/ JACOB INBAR

  	
   

  
	
  Typed Name: 

  	
  Steven M.
  Kantor

  	
   

  	
  Typed

  	
   

  	
   

  
	
  Title: 

  	
    Manager,
  Materiel

  	
   

  	
  Name:

  	
  JACOB INBAR

  	
   

  
	
  Date:

  	
  7/7/05

  	
   

  	
  Title: 

  	
  PRES.

  	
   

  
	
   

  	
   

  	
   

  	
  Date: 

  	
  6/22/05

  	
   

  
											



 










*** Confidential Treatment
Requested


 


4
























PURCHASE
ORDER ATTACHMENT FN-001


 


ALLOTTED
FUNDS UNDER FIXED PRICE PROCUREMENT


 


I.                      INITIAL
ALLOTMENT AND PERFORMANCE PERIOD. The sum that is presently available for
payment and allotted to this Purchase Order and the period of performance which
such allotted sum will cover are identified in the body of this Purchase Order
as “Phase Funding” and “Performance Period”, respectively. It is anticipated,
but not agreed, that from time to time additional sums will be made available
pursuant to this Purchase Order’s provisions entitled “Phase Funding”, and
change notices shall be issued until the total price and period of performance
have been assigned.


 


II.                  LIMITATIONS ON
OBLIGATIONS. Seller agrees to perform or have performed work hereunder up to
the point at which, in the event that additional sums are not provided under
the terms of the Purchase Order or this attachment, the total amount paid and
payable by Buyer for work done (including but not limited to costs and fair
profit) by Seller would in the exercise of reasonable judgment approximate, but
in no event exceed, the then allotted sum. Seller shall not be obligated to
continue performance of the work beyond such point, and Buyer shall not be
obligated to pay any amount in excess of then total allotted sum. Anything to
the contrary in other provisions, whether relating to changes, termination,
overhead rates, or other matters shall not be considered as giving rise to an
increase in Buyer’s obligations over the allotted sum from time to time. Any
request from Buyer’s personnel to continue performance shall not affect the
aforesaid limitations on Seller’s obligation to perform or on Buyer’s
obligation to make payment.


 


Ill.                ADDITIONAL
ALLOTMENTS. In the event Seller considers the allotted funds to be inadequate
to cover the work to be performed during any performance period, Seller shall
notify Buyer in writing at least 45 days prior to the date when the work will
reach a point at which, in the event of termination of this order for Buyer’s
convenience, the total amount paid and payable to Buyer, covering all costs
incurred (including subcontractors’ charges and termination settlement costs)
and a fair profit earned on work done will approximate 85% of the total
allotted funds. The notice shall state the estimated date when such point will
be reached and the estimated amount of additional allotted funds required to continue
performance during the balance of the performance period.


 


IV.              SUSPENSION OR
TERMINATION FOR LACK OF FUNDS. If additional allotted funds are not made
available by (a) the 45th day after delivery of the notification required
by Clause III, or (b) the date additional allotted funds are declared in
the notice to be needed, or (c) the date such funds are actually needed,
whichever date is the latest, Seller may request that Buyer, at Buyer’s option,
either order work suspension in accordance with the Changes provision elsewhere
provided or terminate this order for Buyer’s convenience, Buyer shall do so
within 15 days after such request unless additional allotted funds are made
available. Nothing herein shall be construed to require Seller to perform
beyond the point described in Clause II. above, whether or not work suspension
has been ordered. In the event of termination pursuant to this clause, Seller
shall not be entitled to an amount as final termination settlement which,
together with previous payments, would exceed the allotted funds plus stand-by
costs authorized as a result of any work suspension ordered pursuant to this
clause. Buyer may, at any time prior to termination, provide additional
allotted funds for this Purchase Order. With the consent of Seller, after
notice of termination, Buyer may rescind such termination in whole or in part
and provide additional allotted funds for this purchase order.


 


V.                  ADDITIONAL
PERFORMANCE PERIOD. If and when additional allotted sums are made available for
continued performance under the purchase order, then, unless already specified
in this Purchase Order, the parties shall agree as to the performance period
covered by such allotted sums, and the provisions of this attachment shall
apply in like manner to such additional allotted sums and performance period,
and the order amended accordingly.


 





















 


VI.              REDUCTION IN
ALLOTMENTS. Buyer shall be entitled to reduce the allotted funds from time to
time except that if the allotted funds as reduced are less than any amount to
which Seller would be entitled. If Buyer, on the reduction date, terminates
this order for Buyer’s convenience, then Seller shall notify Buyer within 30
days thereafter and Buyer shall then increase the allotted funds to such
amount, provided that the increase shall in no event be in excess of the amount
of allotted funds immediately prior to the reduction.


 


VII.          CHANGES TO PURCHASE
ORDER. No change to this Purchase Order, whether made pursuant to the Changes
provision elsewhere set forth or otherwise, shall require Buyer to make any
adjustment in the allotted funds.


 


The text of this document shall
not be changed except by written agreement between Buyer and Seller.


FN-001 (10/03)


 





















 


PURCHASE
ORDER ATTACHMENT FN-003


 


MILESTONE
PAYMENTS


 


A.                The intent of this
provision is to permit interim payment prior to completion of the total effort
required by this purchase order. It is mutually understood and agreed that,
with respect to the dates set forth below; time shall be the essence.


 


B.                  Provision 19,
entitled, “COMPLIANCE WITH LAW”, of the General Terms and Conditions of
Purchase remains in full force and effect including the addition hereto of the
following:


 


Seller shall submit to the Buyer duplicate
copies of the invoices submitted by Seller to Buyer’s accounts payable
department for payment.


 


Billings for complete milestones shall be
submitted by Seller to Buyer upon completion thereof.


 


C.                  The Buyer shall
have the right to reduce or suspend milestone payments to the Seller in the
event Seller fails to complete on schedule the milestone events identified
below. Notwithstanding any payment made by Buyer to Seller under this clause,
it is understood and agreed that if this purchase order is terminated for
default, Seller shall, upon demand, repay to Buyer all such sums theretofore
paid by Buyer to Seller hereunder.


 


D.                 Upon completion
of the milestone work, Seller’s written verification of milestone completion,
delivery to and acceptance of milestone work by Buyer, title to such milestone
work shall vest in the Buyer and/or the Government. Notwithstanding that title
to such milestone work is in the Buyer or the Government through operation of
this clause, the handling and disposition of such milestone work shall be
determined by the applicable provisions of this purchase order.


 


E.                   The rights and
remedies of the Buyer or the Government, with respect to this clause, shall not
be exclusive and are in addition to any other rights and remedies provided by
law or under this contract. Payment or vesting of title pursuant to this clause
shall neither excuse the Seller from performance of his obligations under this
purchase order, nor constitute a waiver of any of the rights and remedies of
the parties under this purchase order. Delay or failure of the Buyer or the Government
in exercising any right, power or privilege, under this clause shall neither
affect any such right, power or privilege, nor shall any single or partial
exercise thereof preclude or impair any further exercise of any other right,
power, or privilege of the Buyer.


 


END OF DOCUMENT


 


The text of this document shall
not be changed except by written agreement between Buyer and Seller.


10/03 Edition