Unassociated Document


    


    Vitesse
      Semiconductor Corporation

    Development
      Agreement for Proprietary Epitaxial DHBT Structure

    Compatible
      with the VIP2 InP IC Process

    


    Vitesse
      Semiconductor Corporation, a corporation organized under the laws of the state
      of Delaware,with a principal place of business at 741 Calle Plano, Camarillo,
      California
      93012
      (“Vitesse”) and GigaBeam Corporation, a corporation organized under the laws of
      the state of Delaware, with a principal place of business at 470 Springpark
      Place, Suite 900, Herndon, VA 20170 (“Customer”) agree to enter into this
      agreement (the “Agreement”) for the development of analog and digital
      communications integrated circuit products for the 50-300 GHz frequency range.
      In part, this work includes the development of a custom InP-based epitaxial
      layer stack to realize a transistor with properties required for the
      implementation of certain of the communications integrated circuit products.
      This Agreement is entered into this 8th day of August, 2005 (the “Effective
      Date”).

     

    In
      consideration of the mutual promises contained in this Agreement, and other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound, the parties agree as
      follows:

     

    1.    Development
      and Evaluation.

     

    
      	a.    	
              Customer
                agrees to furnish all critical DHBT device specifications required
                for
                Vitesse to develop and evaluate an InP-based epitaxial structure
                as set
                forth in subparagraphs b. - f. of this paragraph 1. These specifications
                may include, and are not limited to, functional description of operation
                of the transistor, arrangement and location of input, output, power,
                and
                control ports, temperature range of operation, and ac and dc performance.
                

            


    

     

    
      	b.    	
              Vitesse
                shall design a multilayer epitaxial structure (the “Stack”) that, when
                used in conjunction with the VIP2 process, will produce transistors
                which
                meet the function and performance specified in part a. above, fabricate
                wafers using the VIP2 InP integrated circuit process, and provide
                prototypes of the transistors (the “ Transistor Prototypes”) to Customer
                for development and evaluation purposes all in accordance with the
                schedule and completion dates (the “Schedule”) set forth in Exhibit 1
                attached hereto.

            


    

     

    
      	c.    	
              In
                accordance with the Schedule, Vitesse shall evaluate the Transistor
                Prototypes within its own facility and supply the results of this
                evaluation to Customer. Customer may also evaluate Transistor Prototypes
                within its own facility and provide Vitesse written reports of the
                performance and deficiencies of the Transistor Prototypes in accordance
                with the Schedule. Based on these evaluations, Vitesse will modify
                and
                construct a transistor model, within the Cadence design environment,
                suitable for use in high frequency circuit design. Upon reasonable
                request
                of Vitesse, Customer shall grant Vitesse representatives access to
                Customer’s facility to observe evaluations. Vitesse shall deliver to
                Customer the final design kit with updated transistor models per
                the dates
                in the Schedule.

            


    

     

    
      
        
        

      

      
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      	d.    	
              Upon
                completion of the development and evaluation of the Transistor Prototypes,
                Vitesse shall make the Stack available for use by Customer in the
                development of InP-based integrated circuit.


            


    

     

    
      	e.    	
              Vitesse
                shall review all Customer proposed integrated circuit product concepts
                and
                provide design services, where possible, to enable the timely
                demonstration of prototypes (the “IC
                Prototypes”).

            


    

     

    
      	f.    	
              On
                a biweekly basis, Vitesse shall provide Customer with information
                as to
                the progress and status of each development effort being conducted
                under
                this Agreement. Such documentation shall include, but is not limited
                to
                physical and/or schematic descriptions of the Prototype(s), test
                data, and
                an updated milestone chart showing performance in relationship to
                the
                Schedule.

            


    

     

    
      	g.    	
              Vitesse
                shall provide the necessary skilled personnel and proper facilities
                to
                perform its obligations under this
                Agreement.

            


    

     

    2.    Pricing.
      

     

    
      	a.    	
              Pricing
                for the Stack development project is set forth, in Exhibit 2
                attached
                hereto. The Stack Development Price (as defined in Exhibit 2) will
                be paid
                by Customer to Vitesse, in full satisfaction for the completion of
                the
                Stack development project and related deliverables as set forth in
                the
                Schedule, and paid in accordance with the payment terms set forth
                in
                Paragraph 5 c. (1) of this
                Agreement.

            


    

     

    
      	b.    	
              Pricing
                for IC Prototypes and/or other developments shall be mutually agreed
                upon
                in applicable Purchase Order(s) (defined
                below).

            


    

     

    3.    Exclusivity. 

     

    Customer
      and Vitesse agree that during the term of this Agreement and any renewal or
      extension thereof that Vitesse will not compete with Customer by developing,
      designing, or selling analog or digital InP products for radio communications
      applications in the 50 - 300 GHz frequency range (the “Field of Use”) subject to
      Customer maintaining the minimum dollar volume of business with Vitesse as
      set
      forth in Exhibit 3 hereto. 

     

    4.    Orders;
      Payment Terms; Delivery Terms.

     

    
      	a.    	
              Upon
                execution of this Agreement, Customer shall issue a purchase order
                (“Development Order”) for the Stack development project.
                

            


    

     

    
      	b.    	
              Customer
                may (but is not required) to purchase additional development or design
                services, IC foundry services and/or custom IC Prototype development
                to
                produce a product (the “Product”), by issuing purchase orders (“Purchase
                Orders”) to Vitesse from time to time. Purchase Orders, if any, shall be
                issued in writing, by mail, facsimile or electronic means as the
                parties
                may from time to time agree. Each Purchase Order issued under this
                Agreement is made a part of, and incorporated into, this Agreement.
                If any
                term of this Agreement conflicts with any term of a Purchase Order,
                this
                Agreement shall control. Acceptance of a Purchase Order by Vitesse
                does
                not constitute acceptance of provisions in the Purchase Order that
                conflict with this Agreement; no additional or different provisions
                proposed by Customer shall apply.

            


    

     

    
      
        
        

      

      
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      	c.    	
              The
                payment terms shall be as follows:

            


    

     

    
      
        	 	
                Development
                  Order:

              	
                20%
                  net 30 days after receipt of Development Order

              
	 	 	 
	 	 	
                20%
                  net 30 days after review of Stack by GigaBeam

              
	 	 	 
	 	 	
                40%
                  net 30 days after the start of transistor fabrication

              
	 	 	 
	 	 	
                20%
                  net 30 days after delivery to Customer of design kit with updated
                  transistor models

              
	 	 	 
	 	
                Future
                  foundry services purchases:

              	
                40%
                  net 30 days after start of wafer lot

              
	 	 	 
	 	 	
                40%
                  net 30 days after delivery of Testar1 data

              
	 	 	 
	 	 	
                20%
                  net 30 days after delivery of Testar2 data

              
	 	 	 
	 	
                IC
                  design and development services: 

              	
                25%
                  net 30 days after design start

              
	 	 	 
	 	 	
                25%
                  net 30 days after Preliminary Design Review

              
	 	 	 
	 	 	
                25%
                  net 30 days after Critical Design Review

              
	 	 	 
	 	 	
                25%
                  net 30 days after release of GDS2 database tape to mask
                  maker

              


      

    

     

    
      	d.    	
              Customer
                shall pay all shipping and insurance costs associated with the delivery
                of
                Product. All shipments to or from Vitesse’s facilities shall be F.O.B.
                Vitesse’s facilities. Title and risk of damage or loss to the Product and
                Prototypes passes to Customer upon tender of the Product and Prototypes
                to
                the shipping carrier at Vitesse’s facilities.


            


    

     

    
      
        
        

      

      
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      	e.    	
              Customer
                shall be responsible for all applicable state, federal and local
                taxes,
                customs, duties, tariffs, assessments and other charges applicable
                to the
                sale or transfer of the Product and Prototypes from Vitesse to Customer,
                excluding all taxes computed on the net income or gross revenue of
                Vitesse.

            


    

     

    
      	f.    	
              Customer
                shall pay interest on any amount not paid when due at a monthly rate
                of
                1.5% or the maximum rate allowed by law, whichever is lower. In the
                event
                of a good faith dispute with any invoice issued by Vitesse under
                this
                agreement, Customer shall pay the undisputed portion in accordance
                with
                this Agreement. The parties will use commercially reasonable efforts
                to
                resolve any disputes within thirty days of Customer’s notification of such
                a dispute to Vitesse.

            


    

     

    5.    Limited
      Warranty and Disclaimer. 

     

    
      	a.    	
              ALL
                PROTOTYPES ARE BEING PROVIDED “AS IS.” VITESSE MAKES NO WARRANTIES WITH
                RESPECT TO THE PROTOTYPES INCLUDING,
                BUT NOT LIMITED TO,
                THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR
                A
                PARTICULAR PURPOSE. 

            


    

     

    
      	b.    	
              As
                Vitesse’s sole obligation and as Customer’s exclusive remedy for any
                defective or nonconformity of any Product, Customer shall have the
                right
                to return any defective or nonconforming Product to Vitesse within
                30 days
                of receipt of such Product, and Vitesse shall, in its sole discretion,
                either replace or repair such Product within 30 days of receipt of
                the
                returned Product. As used herein, “defective or nonconforming Product”
                means Products that do not meet the Final Specifications as mutually
                agreed upon between Customer and
                Vitesse.

            


    

     

    
      	c.    	
              EXCEPT
                AS SET FORTH IN SECTION 5(b), VITESSE DISCLAIMS ANY AND ALL
                WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL
                OR
                WRITTEN) WITH RESPECT TO ANY PRODUCT, INCLUDING ALL IMPLIED WARRANTIES
                OF
                MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER
                OR NOT
                VITESSE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR OTHERWISE
                IS IN
                FACT AWARE OF ANY SUCH PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT,
                WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOMER’S ACTS
                OR OMISSIONS OR USAGE IN THE TRADE OR BY COURSE OF DEALING. VITESSE
                ALSO
                EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION
                TO
                ANY PERSON OTHER THAN CUSTOMER. ALL VITESSE’S WARRANTIES SHALL BE NULL AND
                VOID IF CUSTOMER OR ANYONE ELSE (i) ALTERS OR MODIFIES THE
                PRODUCT
                WITHOUT VITESSE’S PRIOR WRITTEN APPROVAL; (ii) DOES NOT USE THE
                PRODUCT IN ACCORDANCE WITH ANY ACCOMPANYING DOCUMENTATION OR OTHER
                INSTRUCTIONS; OR (iii) IF THE PRODUCT FAILS BECAUSE OF ANY
                ACCIDENT,
                ABUSE OR MISAPPLICATION.

            


    

     

    
      
        
        

      

      
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      	d.    	
              VITESSE’S
                LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING UNDER THIS AGREEMENT
                WITH RESPECT TO THE PROTOTYPES OR THE PRODUCT SHALL NOT EXCEED THE
                AMOUNT
                THAT CUSTOMER HAS PAID VITESSE FOR THE SPECIFIC PROTOTYPE OR PRODUCT
                THAT
                CAUSED THE DAMAGE. NEITHER VITESSE NOR CUSTOMER SHALL BE LIABLE TO
                THE
                OTHER OR ANY OTHER PERSON OR ENTITY, IN CONTRACT, TORT OR OTHERWISE,
                FOR
                ANY CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES
                TO
                DATA OR SYSTEMS OR FOR LOST PROFITS) AND ANY INCIDENTAL, SPECIAL,
                EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM ANY MATTERS COVERED BY
                THIS
                AGREEMENT, WHETHER FOR BREACH OF WARRANTY OR OTHERWISE, EVEN IF VITESSE
                OR
                CUSTOMER, AS THE CASE MAY BE, HAS BEEN ADVISED OF THE POSSIBILITY
                OF SUCH
                DAMAGES.

            


    

     

    6.    Indemnification.
       

     

    
      	a.    	
              Vitesse
                shall indemnify and hold harmless Customer and its shareholders,
                officers,
                directors, employees and agents from and against any losses, costs
                or
                damages, including reasonable attorneys’ fees and expenses, arising or
                resulting from or in connection with (i) the fault, negligence
                or
                misconduct of Vitesse, its employees, representatives or agents in
                performing or failing to perform this Agreement; (ii) the
                breach by
                Vitesse of its obligations hereunder, including without limitation,
                any
                warranty provided in this Agreement with respect to the Prototype
                or
                Product; and (iii) the use of the Prototype or Product in
                accordance
                with the instructions of Vitesse. The foregoing indemnification shall
                be
                null and void if (A) the Product is not installed, operated
                and
                maintained according to written procedures recommend by Vitesse or
                (B) the Product has been altered, or modified with other products
                or
                materials without Vitesse’s prior written
                approval.

            


    

     

    
      	b.    	
              Customer
                shall indemnify and hold harmless Vitesse and its shareholders, officers,
                directors, employees and agents from and against any losses, costs
                or
                damages, including reasonable attorneys’ fees, arising or resulting from
                or in connection with (i) the fault, misconduct or negligence of
                Customer,
                its employees, representatives or agents in the performance of this
                Agreement; (ii) the breach by Customer of its obligations hereunder;
                or
                (iii) any non-commercial damage resulting from use of any product
                or
                material supplied by Customer.

            


    

     

    7.    Term
      and Termination. 

     

    This
      Agreement shall be effective as of the Effective Date and shall continue for
      a
      minimum five year term from the date hereof and will automatically extend on
      a
      year by year basis, provided,
      however,
      that
      this Agreement may be terminated for any of the following reasons:

     

    
      
        
        

      

      
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      	a.    	
              Either
                party hereto may terminate this Agreement: (i) in the event
                of a
                default by the other party of any material obligation of this Agreement,
                effective 30 days after written notice of such default is received
                by the
                other party and such default has not been cured or, if such default
                is
                incapable of being cured within the 30 day period, no steps have
                been
                taken to cure; or (ii) mutual written agreement of both
                parties.

            


    

     

    
      	b.    	
              Either
                party hereto shall have the right to terminate this Agreement in
                the event
                the other party is unable to meet its debts and obligations to creditors
                when due and enters into an arrangement with its creditors with respect
                to
                the payment of its debts and obligations which arrangements is not
                terminated within thirty (30) days, makes a general assignment for
                the
                benefit of creditors, voluntarily files a petition in bankruptcy
                or has
                such a petition involuntarily filed against it, or is placed in an
                insolvency proceedings, or if an order is issued appointing a receiver,
                liquidator, trustee or assignee in bankruptcy or insolvency covering
                all
                or substantially all of such party’s
                property.

            


    

     

    8.    Confidentiality.
      Vitesse
      and Customer each acknowledges that the other is the owner of valuable
      confidential and proprietary information and trade secrets including,
      but not limited to,
      the
      terms of this Agreement, the results of any tests completed by Customer, the
      documentation exchanged between the parties relating to the Stack and any
      Product, the reports provided pursuant to Section 1(c) and any such
      similar
      information all of which are subject to the Non-Disclosure Agreement dated
      September 4, 2004.

     

    9.    Intellectual
      Property.
      Vitesse
      Background Intellectual Property shall remain the exclusive property of Vitesse.
      Customer Background Intellectual Property shall remain the exclusive property
      of
      Customer. Vitesse and Customer will execute and deliver any and all
      applications, assignments, and documents necessary to evidence respective
      ownership.

     

    Any
      Intellectual Property related to the Stack and any Products that are conceived,
      invented, or developed during the course of this Agreement or any extension
      or
      renewal thereof shall be jointly owned by Vitesse and Customer, shall be deemed
      to be cross licensed for use by each party on a royalty-free license basis,
      and
      subject to the exclusivity limitations set forth in paragraph 3 of this
      Agreement. Upon mutual agreement to obtain patent protection or to secure other
      Intellectual Property Rights for any such Intellectual Property, the parties
      will share equally the costs of any patent applications, registration or
      maintenance fees, including reasonable attorneys' fees and costs, that may
      be
      incurred in order to obtain such protection. In the event that either party
      shall elect in writing not to participate in obtaining patent or other
      Intellectual Property Right protection for such Intellectual Property, such
      party will, upon request, convey, license, or otherwise make available, its
      interest in the Intellectual Property to the other party.

    


    For
      purposes of this paragraph 9, the following definitions shall
      apply:

    


    
      
        
        

      

      
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    "Intellectual
      Property" shall
      mean all work product, documents, drawings, specification, designs, algorithms,
      component board models, layout cells, schematics, functional blocks, diagrams,
      design rules, simulation models, software, test protocols, methods and patterns
      and other engineering, scientific, technical or other information, all
      techniques, inventions, improvements, innovations, methodologies, and know-how,
      whether patented, patentable, or registerable, all copyrights, trademarks,
      semiconductor or circuit layout rights (whether such rights are registered
      or
      not) together with trade secrets and unique process structures.

     

    "Intellectual
      Property Rights" shall
      mean any and all rights throughout the world related to the ownership or
      exploitation of any Intellectual Property, including patent rights, rights
      in
      designs, copyrights and semiconductor topography rights (whether registered
      or
      not and any applications to obtain or register any of the foregoing), rights
      in
      inventions or other other confiddential information, and all other intellectual
      property rights of a similar or corresponding character as the context may
      require which may now or in the future exist.

     

    “Customer
      Background Intellectual Property”shall
      mean the Intellectual Property owned or used, as at the Effective Date of this
      Agreement, by Customer and which Customer may provide to Vitesse under this
      Agreement, including Intellectual Property Rights embodied therein.

     

    "Vitesse
      Background Intellectual Property" shall
      mean the Intellectual Property owned or used, as at the Effective Date of this
      Agreement, by Vitesse and which Vitesse may provide to Customer under this
      Agreement, including Intellectual Property Rights embodied therein.

     

    10.   Contacts.
      Vitesse
      and Customer shall each specify, in writing, a primary contact for all purposes
      of this Agreement.

     

    11.   Governing
      Law. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware other than the conflicts of laws provisions
      thereof.

     

    12.   Survival.
      Sections 5(c), 5(d), 6, 7, 8, 9, 11, 12, 18 and 19, shall survive the
      termination of this Agreement.

     

    13.   Entire
      Agreement; Modification. This
      Agreement and the exhibits hereto, constitute the entire agreement between
      the
      parties and supercedes any prior or contemporaneous agreements or
      understandings. No amendment or modification of this Agreement shall be
      effective unless in a writing signed by both parties hereto.

     

    14.   Independent
      Contractor.
      This
      Agreement does not constitute Vitesse as an employee, agent, or legal
      representative of Customer for any purpose whatsoever. Vitesse is not granted,
      nor shall it represent that it has been granted, any right or authority to
      assume or create any obligation or responsibility, expressed or implied, on
      behalf of, or in the name of, Customer, to incur debts or make collections
      for
      Customer or to bind Customer in any manner whatsoever. It being the intent
      of
      the parties hereto to create the relationship on the part of Vitesse of an
      independent contractor, for whose actions or failure to act, Customer shall
      not
      be responsible.

     

    
      
        
        

      

      
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    15.   Time
      of the Essence.
      Time is
      of the essence and Vitesse shall design and deliver the Stack and the Transistor
      Prototypes in accordance with Schedule 1 hereto.

     

    16.   No
      Subcontracting.
      Vitesse
      may not subcontract in whole or in part any of its obligations under this
      Agreement without the prior written consent of Customer which may be
      withheld.

     

    17.   Assignment.
      Neither
      party may assign or otherwise transfer any of its rights, duties or obligations
      under this Agreement without the prior written consent of the other party,
      except either party may, upon prior written notice to the other party (but
      without any obligation to obtain the consent of such other party), assign this
      Agreement or any of its rights hereunder to any person or entity who succeeds
      (by purchase, merger, operation of law or otherwise) to all or substantially
      all
      of the capital stock, assets or business of such party provided such person
      or
      entity agrees in writing to assume and be bound by all of the obligations of
      such party under this Agreement. Any attempted assignment or transfer in
      contravention of this Section 17 shall be void and of no force and effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective legal representatives, successors and permitted
      assigns.

     

    18.   Waiver.
      No
      failure or delay by either party in exercising any of its rights or remedies
      hereunder will operate as a waiver thereof, nor will any single or partial
      exercise of any such right or remedy preclude any other or further exercise
      thereof or the exercise of any other right or remedy. The rights and remedies
      of
      a party provided in this Agreement are cumulative and not exclusive of any
      rights or remedies provided under this Agreement, by law, in equity or
      otherwise.

     

    19.   Notices.
      Any
      notice contemplated hereunder or provided for in this Agreement shall be made
      to
      the following in writing or by facsimile with confirmation or by overnight
      courier services as follows:

     

    
      
        
          	
                  To
                    Customer:

                	
                  GigaBeam
                    Corporation

                	
                  To
                    Vitesse: 

                	
                  Vitesse
                    Semiconductor Corporation

                
	 	
                  470
                    Springpark Place

                	 	
                  741
                    Calle Plano

                
	 	
                  Herndon,
                    VA 20170

                	 	
                  Camarillo,
                    CA 93012

                
	 	
                  Attn:
                    Legal Department

                	 	
                  Attn:
                    Lynn Jones

                
	 	
                  Fax:
                    (571) 283-6203

                	 	
                  Fax:
                    (805) 987-5896

                


        

      

    

     

    20.    Technology
      Escrow.
      Vitesse
      agrees during the term of this Agreement, including any extension or renewal
      thereof, to create and maintain current copies of any technical drawings or
      other technical documents relating to the design and specification of the Stack
      and any other development project undertaken pursuant to this Agreement (the
“IP
      Materials”). Within 90 days of the date of this Agreement, Vitesse will enter
      into a binding contractual arrangement with an escrow agent mutually agreeable
      to the parties hereto (the “Escrow Agent”) according to which the Escrow Agent
      will agree (i) to hold and safeguard the escrowed IP Materials during the term
      of this Agreement (and any extension or renewal thereof), and (ii) to release
      a
      copy of such escrowed IP Materials to Customer if and when Vitesse enters into
      bankruptcy, liquidates or winds up its business during the term of this
      Agreement. 

     

    
      
        
        

      

      
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    IN
      WITNESS WERHEOF, the parties hereto, by their duly authorized representatives,
      have caused this Agreement to be executed as of the date first above
      written.

     

    
      
        	
                GigaBeam
                  Corporation

              	 	
                Vitesse
                  Semiconductor Corporation

              
	 	 	 
	
                /s/
                  Douglas G. Lockie

              	 	
                /s/
                  R. A. Milano

              
	
                Signature

              	 	
                Signature

              
	 	 	 
	
                Douglas
                  G. Lockie

              	 	
                R.
                  A. Milano

              
	
                Name

              	 	
                Name

              
	 	 	 
	
                President

              	 	
                V.P.
                  Optical Technology

              
	
                Title

              	 	
                Title

              
	 	 	 
	
                August
                  8, 2005

              	 	
                August
                  8, 2005

              
	
                Date

              	 	
                Date

              


      



    
      
        
        

      

      
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    Exhibit 1

    Stack
      Development Schedule

    Milestones
      dates of completion are measured sequentially commencing from order placement
      and receipt of the key specs that the device must meet (e.g ft, fmax, beta,
      etc).

     

    
      	Critical
              Milestone:	Date of
              Completion:
	 	 
	
              Define
                epi stack and order wafers

            	
              1
                week

            
	
              Receive
                epi material

            	
              3
                weeks

            
	
              Process
                wafer lot using existing  mask set

            	
              10
                weeks

            
	
              Characterize
                wafer lot

            	
              3
                weeks

            
	
              Update
                transistor models &  release design kit

            	
              2
                weeks

            


    

    
 

    
      
        
        

      

      
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    Exhibit 2

    Stack
      Development Pricing

     

    
      	
              Fabricate
                one lot of 5 InP wafers using existing mask set

            	 	
              $

            	
              125,000

            	 
	 	 	 	 	 
	
              Characterize
                all wafers

            	 	 	
              50,000

            	 
	 	 	 	 	 
	
              Update
                transistor model and release design kit

            	 	 	
              30,000

            	 
	 	 	 	 	 
	
              Stack
                Development Price:

            	 	
              $

            	
              205,000

            	 


    

     

     

    
      
        
        

      

      
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Exhibit 3

    

    Exclusivity
      Minimums

    


    The
      minimum business level for maintaining exclusivity in the Field of Use for
      each
      of the next five years is shown below. The minimum business level may be
      satisfied by Customer with a combination of development and/or production orders
      and/or government funding (provided that any participation by Vitesse in
      securing such government funding is limited to co-marketing and support
      activities (e.g., proposal writing, briefings, project reporting, etc.) where
      the costs of Vitesse of such activities are less and 5% of the value of the
      funding) under this Agreement: 

    


    
      	
              Period

            	 	
              Business
                Level Minimums

            	 
	
              August
                8, 2005 through August 7, 2006

            	 	 	
              $

            	
              600,000

            	 	 
	
              August
                8, 2006 through August 7, 2007

            	 	 	
              $

            	
              2,000,000

            	 	 
	
              August
                8, 2007 through August 7, 2008

            	 	 	
              $

            	
              5,000,000

            	 	 
	
              August
                8, 2008 through August 7, 2009

            	
               

            	 	
              $

            	
              7,000,000

            	 	 
	
              August
                8, 2009 through August 7, 2010

            	 	 	
              $

            	
              10,000,000

            	 	 


    

    


    


    
      
        
        

      

      
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