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                                            Adaptive Broadband Corp.
                                            1143 Borregas Avenue
                                            Sunnyvale, CA  94089  USA
                                            (408) 732-4000  Fax: (408) 732-4244
                                            http://www.adaptivebroadband.com
                                            -----------------------------------






May 27, 1999



Don Anderson
2114 West 7th Street
Tempe, AZ  85281


Dear Don,

On April 14, 1999, I informed you of my intention to terminate your employment
for reasons discussed with you at that time.

The following sets forth a severance agreement ("Agreement") offering
assistance in supporting your transition to new employment but places certain
obligations on you in return.

1.       Your employment with Adaptive Broadband Corporation ("ADAP", formerly
         California Microwave, Inc.) will terminate on the earlier of (i) June
         30, 1999 or (ii) the date on which you begin employment of any nature
         or duration elsewhere.

2.       Commencing on July 1, 1999 and ending on the earlier of (i) June 30,
         2000 or (ii) the date on which you accept regular employment with any
         company or (iii) the date on which you accept employment of any nature
         or duration with Radyne Comstream, SSET, Gilat or Hughes Network
         Systems, competitors of ADAP, ADAP will:

         a)       Provide you with weekly payments in the amount of $4,423.08.

         b)       Continue your medical, dental, EAP, and VSP insurance plan
                  participation. This insurance benefits participation will
                  stop at the end of the month during which ADAP payments
                  cease. After insurance coverage stops, you will have the
                  option to continue insurance coverage for 18 months through
                  COBRA.

         c)       Award any EIP bonus that is approved for you for FY99.



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         d)       Provide you with your 401(k) match and stock purchase shares
                  based on your participation in the period ending June 30,
                  1999.

         e)       Pay out accrued Personal Time Off based on your balance on
                  June 30, 1999.

3.       ADAP will provide "tail" E&O insurance to indemnify you against any and
         all claims against you as an officer of the Company.

4.       Between July 1, 1999 and the earlier of (i) June 30, 2000 or (ii) the
         date on which you accept regular employment, you will receive
         out-placement counseling at a cost to ADAP not to exceed $15,000. The
         counseling provided by Hagberg Consulting Group will continue for the
         period originally contracted by ADAP, approximately one year from the
         date of commencement.

5.       If, prior to June 30, 2000, you accept employment of any nature or
         duration elsewhere, you shall immediately notify ADAP in writing,
         specifying the date of acceptance, the name of the employer and the
         nature of the work relationship.

6.       In exchange for the above consideration from ADAP, the receipt and
         sufficiency of which is hereby acknowledged, you and you on behalf of
         your heirs, personal representatives, and assigns, hereby voluntarily
         and irrevocably release, acquit and forever discharge ADAP, and all of
         ADAP's affiliated and related entities, and their officers, directors,
         agents, representatives, attorneys, servants, employees, predecessors,
         successors, assigns and all persons acting herein specifically named
         or not, from any and all claims, demands, liabilities, debts,
         judgments, damages, expenses, actions, causes of action or suits of
         any kind whatsoever which you, your heirs, personal representatives
         and assigns, and each of them, may have had or may now have, whether
         known or unknown, including, but not limited to, common law claims,
         statutory claims, claims for wages or earnings or benefits, claims for
         overtime, claims or causes of action under Title VII of the Civil
         Rights Acts of 1964, claims or causes of action under the Civil Rights
         Act of 1991, claims for wrongful termination (including constructive
         termination), defamation, or invasion of privacy, claims or causes of
         action under the Employee Retirement Income Security Act of 1974
         ("ERISA"), as amended, claims or causes of action under the Fair Labor
         Standards Act ("FLSA"), claims or causes of action under the American
         with Disabilities Act ("ADA"), claims or causes of action under the
         Older Workers Benefit Protection Act ("OWBPA"), and claims or causes
         of action under the California Fair Employment and Housing Act, the
         California Family Rights Act, the California Labor Code, any other
         federal, state or municipal statute or ordinance, and claims or causes
         of action under any tort, contract or other theory, which arise out of
         or are connected in any way, directly or indirectly, with your
         employment by ADAP or your termination of such employment. You
         acknowledge that through this Agreement you are receiving
         consideration from ADAP beyond that to which you would otherwise be
         entitled.


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7.       The general release above extends to all claims which existed before
         the date of this Agreement, and therefore, you expressly waive all
         rights under Section 1542 of the California Civil Code. Section 1542
         reads as follows:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at
                  the time for executing the release which, if just known to
                  him, would have materially affected his settlement with the
                  debtor."

8.       You and ADAP agree not to make any negative or disparaging statement
         or comment about the other, its affiliates and their related persons
         and entities to any person, entity or organization.

9.       You have been advised by ADAP to consult with an attorney prior to
         entering into this Agreement and have had full opportunity to do so.
         In entering into this Agreement, you acknowledge you are not relying
         on any statement, representation or promise by ADAP or any
         representative of ADAP which is not expressly set forth herein.

10.      You and ADAP will keep the terms of this Agreement strictly
         confidential. You may disclose them to no one except to immediate
         family (who have agreed to the same confidentiality obligations) or as
         may be reasonably necessary for the purpose of obtaining professional
         advice, meeting legal reporting requirements or pursuant to judicial
         process, court order or subpoena.

11.      This Agreement shall be governed by California law and may not be
         amended, modified, superseded, terminated or waived in whole or in
         part except in a writing signed by a duly authorized representative of
         the party against whom the amendment, modification, supersession,
         termination or waiver is asserted.

12.      This Agreement sets forth the entire Agreement between you and ADAP
         and supersedes any and all prior agreements or understandings, written
         or oral, between you and ADAP pertaining to the subject matter of this
         Agreement.

13.      You acknowledge that you have been given 21 days to review and study
         this Agreement prior to its execution and that you have the right to
         revoke this Agreement within 7 days following its execution. You
         acknowledge that you have had the opportunity and the time to discuss
         this Agreement with an attorney and you have been encouraged to do so
         by ADAP, and that no monies payable by ADAP pursuant to the terms of
         this Agreement shall be disbursed to you until the expiration of the
         time limits prescribed in this paragraph. You acknowledge that you are
         executing this Agreement voluntarily, free from duress, undue pressure
         or influence, harassment and intimidation. You acknowledge that this
         Agreement represents an important legal and binding agreement, and you
         enter into it voluntarily and with full knowledge of its intent and
         terms.


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14.      If any provision of this Agreement or the application thereof is held
         invalid, the invalidity shall not affect other provisions or
         applications of the Agreement which can be given effect without the
         invalid provisions or application, and to this end this Agreement is
         declared to be severable.

If you agree with the above provisions, please so indicate by signing both
copies of this letter and returning one copy to me no later than June 17, 1999.


                                              Sincerely,

                                              Adaptive Broadband Corporation




                                              George Arena
                                              Executive Vice President

THIS AGREEMENT CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS.


Agreed and Accepted

--------------------------------
Don Anderson


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Date


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