Repair Services Agreement



 Confidential Portions Omitted 
  
 Exhibit 10.37 
  
 REPAIR SERVICES AGREEMENT 
  
 BETWEEN 
  
 VM SERVICES, INC. 
  
 AND 
  
 POWERWAVE
TECHNOLOGIES, INC. 
  
 ** INDICATES THAT CONFIDENTIAL PORTIONS ARE
OMITTED AND FILED SEPARATELY WITH THE COMMISSION 
  

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 TABLE OF CONTENTS 
  

	 Section

	 	 
	 Recitals

		
	 1.
	 	 Definitions

		
	 2.
	 	 Term and Termination

		
	 3.
	 	 Scope of Work

		
	 4.
	 	 Performance Standards for Repair Services

		
	 5.
	 	 Repair Parts and Packaging Materials

		
	 6.
	 	 Contract Management

		
	 7.
	 	 Audit Rights/Record Keeping

		
	 8.
	 	 Condidentiality

		
	 9.
	 	 Warranties, Quality Plan, Turnaround Times

		
	 10.
	 	 Prices, Payment Terms, Invoicing

		
	 11.
	 	 Personnel Issues

		
	 12.
	 	 Facilities

		
	 13.
	 	 Consigned Materials

		
	 14.
	 	 IT Systems Support

		
	 15.
	 	 Force Majuere

		
	 16.
	 	 Industrial Property Rights

		
	 17.
	 	 Publicity

		
	 18.
	 	 Insurance

		
	 19.
	 	 Indemnification

		
	 20.
	 	 Limitations of Liability

		
	 21.
	 	 Miscellaneous


  

	 List of Exhibits.


		
	 A.
	 	 Product Listing

		
	 B.
	 	 Pricing

		
	 C.
	 	 Scope of Work

		
	 D
	 	 Employees

		
	 E
	 	 Description of Space

		
	 F.
	 	 Consigned Equipment


  

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 Repair Services Agreement 
  
 This Repair Services Agreement (the “Agreement”) is entered into this 26th day of June, 2003 by and between
Powerwave Technologies, Inc. (“Powerwave” or “Buyer”) and VM Services, Inc. (“Venture.”) 
  
 Recitals 
  
 A. WHEREAS, Powerwave markets, distributes and sells RF power amplifiers, racks and related products for use in wireless communications systems. High
quality customer support and product repairs is of paramount importance to Powerwave. 
  
 B. WHEREAS, Powerwave presently performs the following warranty and non-warranty services with respect to its products: (i) the interface with customers and the issuance of RMA numbers; (ii) the receipt of defective
product from customers; (iii) diagnostic testing and the repair of defective product so that the product works in accordance with its specifications; (iv) the replacement of defective product with a replacement product, in certain cases; (v)
shipping the repaired or replacement product back to the customer; and (vi) root cause analysis to the component level. 
  
 C. WHEREAS, pursuant to this Agreement, Powerwave desires to outsource to Venture certain warranty and non-warranty repair services for Products returned
from North America as described in this Agreement. 
  
 D. WHEREAS,
Powerwave is relying upon Venture’s stated expertise and experience in providing repair services related to high quality complex electronic assemblies. 
  
 NOW THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows: 
  

	1.	 	Definitions. 

  
 A. “Product” means the RF amplifiers listed on Exhibit A hereto (“Product Attachment”) which list may be amended from time to time by the parties. 
  
 B. “Repair Information” includes for a particular Product test data sheets, bills
of material, operational method sheets, and in certain cases, as determined by Powerwave, Product schematics and test code. 
  
 C. “Repair Services” means the diagnosis, root cause analysis to the component level (meaning that the faulty component is identified and replaced and does not
include an analysis of what caused the failure), servicing and repair of the Products so that the Product, after repair, conforms to the Specifications for the Product. Repair Services include repairs to Products that are within the manufacturer
warranty period (“Warranty Repair Services”) and repairs of Products after the expiration of the manufacturer warranty period (“Non-Warranty Repair Services.”) Repair Services include the replacement of parts when necessary and
Repair Services shall be performed in accordance with applicable Powerwave Repair Information. 
  
 E. “Specifications” means those physical, mechanical, electrical and other characteristics intended to define the performance, form, fit and function of a Product. 
  

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 F. “Replacement Product” means either new or refurbished product which may be shipped to a customer as a
replacement for Product which is returned within the applicable warranty period. 
  
 G. “Business Days” shall mean those days, from Monday through Friday, which are not declared as national holidays in the United States. 
  
 H. “Calendar Days” shall mean all days, Sunday through Saturday, which appear on the calendar from January 1 through December 31. 
  
 I. “Phase I” means the period of time between the date of this Agreement and
December 31, 2003. Phase II means the period commencing on January 1, 2004. The above dates are target dates based on the parties current expectations and may be changed by mutual agreement of the parties. The details on the services to be performed
during Phase I and Phase II are described in Section 3.2 below. 
  
 J.
“Repair Parts” means components, materials and spare parts which are required to perform the Repair Services. 
  
 K. “RMA” means a return material authorization issued to a customer who desires to return a Product for repair or replacement. 
  
 L. “Affiliate” means with respect to a party hereto, a corporation that directly or
indirectly controls, is controlled by or is under common control with that party. 
  
 M. “Intellectual Property” or “IP” means, throughout the world, all copyrights and any rights in the nature of copyright (including, without limitation, so called “neighboring rights,” database rights and other
“sui generis” rights), all patents, utility models, design patents, registered designs and other design rights, trade secrets and other intellectual or industrial proprietary rights including, without limitation, the right to apply for,
file or register any of the foregoing and rights under such applications, filings or registrations. 
  
 N. “Quality Plan” shall include all documentation, processes and procedures necessary to repair, inspect, and test Products. The Quality Plan includes (1) IQA inspection and ECO control of material; (2)
repair and process procedures; and (3) repair process control and quality control systems. 
  

	2.	 	Term and Termination. 

  
 2.1 This Agreement shall become effective when signed by an authorized representative of Powerwave and Venture and the term of this Agreement is twenty four (24)
months from the effective date. This Agreement will automatically renew for additional one (1) year terms after the expiration of the initial term unless either party receives from the other, at least six (6) months prior to the end of the initial
term or any renewal term, written notice to terminate this Agreement at the end of the then current term. 
  
 2.2 This Agreement may be cancelled in whole or in part by either party by providing six (6) months advance written notice, provided, however, that the parties hereto may agree in writing to a shorter notice
period. In the event of termination pursuant to this section 2.2: (a) termination of this Agreement will not prejudice accrued rights and liabilities of either party; (b) on termination or other discharge of this Agreement, Venture, will following
Powerwave’s request, deliver to Powerwave all Powerwave property, including any consigned equipment; (c) Venture will stop work pursuant to this Agreement to the extent specified in the termination notice or as otherwise agreed to
between the parties; (d) Venture will terminate all subcontracts and orders that relate to terminated work; and (e) Venture will complete the work in progress for all non-terminated work. 
  

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 2.3 Either Powerwave or Venture may terminate this Agreement upon the other party’s material breach of this
Agreement, provided that (a) the non-breaching party first shall have sent written notice to the breaching party describing the breach in reasonable detail and requesting it be cured, (b) the breaching party does not cure the breach within sixty
(60) days following its receipt of such notice and (c) following the expiration of the sixty-day cure period, the non-breaching party sends a second written notice to the breaching party indicating that the non-breaching party has terminated the
Agreement. The following will be considered a material breach of this Agreement: (i) the failure of either party to perform or observe any material term, condition or covenant to be performed by it under this Agreement; or (ii) an unauthorized
assignment of this Agreement. 
  
 2.4 Powerwave or Venture may terminate
this Agreement immediately, upon written notice to the other party if either party becomes insolvent or is declared bankrupt, or if a receiver and manager, liquidator, trustee in bankruptcy or other officer with similar powers is appointed over all
or a substantial part of the assets of that party, or if that party files for bankruptcy or any similar law or any equivalent event occurs under any relevant jurisdiction. The termination of this Agreement will not affect any Order which has been
dated and acknowledged prior to the effective date of termination. 
  
 2.5
Upon any termination, the parties will use commercially reasonable efforts to cooperate in the orderly wind down of repair operations of Powerwave, taking into account Powerwave’s need to avoid interruption of repair services. Upon
termination of this Agreement, the Venture agrees to meet in good faith with Powerwave to create and execute a transition plan which may include: (i) a transfer of all Repair Parts at a price to be agreed upon; (ii) the return of all Powerwave
property, including any consigned equipment, components, materials or spare parts; (iii) a schedule to complete the remaining repair work; and (iv) any other items to be agreed upon between the parties. Subject to Venture’s confidentiality
obligations and security requirements, Powerwave may audit the Venture during the winding down of operations concerning any Powerwave assets. 
  

	3.	 	Scope of Work. 

  
 3.1 In consideration of the payment by Powerwave of the prices set forth in the Pricing Schedule attached hereto as Exhibit B, Venture will perform the work and services required by the “Scope of
Work,” a copy of which is attached hereto as Exhibit C, and incorporated herein by this reference, and as further described herein. The Scope of Work may evolve during the term of this Agreement as required to support the
Powerwave’s business requirements, and any changes in the Scope of Work and the cost of any additional work contemplated by such changes must be approved by Powerwave and Venture. From time to time, Powerwave may request that Venture provide
additional services outside the Scope of Work. The additional services shall be priced in a manner which is agreed upon by Powerwave and Venture. In the event of any conflict between the Scope of Work and this Agreement, the terms of the Scope of
Work shall prevail. 
  
 3.2 The Repair Services to be performed by Venture in
Phase I generally include the following: 
  

	 	•	 	Root cause analysis to the component level (as described in section 1C). 

  

	 	•	 	The performance of Repair Services with respect to the Product. 

  

	 	•	 	In certain cases, the replacement of the Product with a Replacement Product, although in Phase I the supply of Replacement Products will be coordinated with Powerwave.


  
 During Phase I, Powerwave will interface with the customer and
issue RMA numbers as well as handle the logistics of sending Replacement Product to customers, if necessary. During Phase II, which is 

  

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currently scheduled to begin January 1, 2004, Venture shall be responsible for the following additional services: (1) procuring from third parties who are on
Powerwave’s authorized vendor list (“AVL”) Repair Parts necessary to meet forecasted demand; (2) logistics support, which includes receiving, planning, packaging and shipping; (3) the logistics of sending Replacement Products to
customers, if necessary; and (4) receiving of Product that is returned by a customer because it is believed be defective. Prior to Phase II, Powerwave and Venture shall develop a transition/project plan for the transfer of such functions to Venture
in a manner which is not disruptive to customers. Powerwave and Venture shall hold regular planning and transition meetings to assure a smooth transition of such functions. 
  
 3.3 In order to enable Venture to perform the Repair Services, Powerwave grants to Venture a non-exclusive, non-transferable,
non-sublicensable right and license to use the Repair Information and any Powerwave Intellectual Property Rights and Confidential Information contained therein, to provide Repair Services for the Products. The Repair Information may not be used for
any other purpose. No further rights, either express or implied, are granted to Venture with respect to any other products of Powerwave. All right, title and interest in the Repair Information and Powerwave Intellectual Property Rights, including
any Intellectual Property Rights contained in the Products or in the Repair Information, shall remain in and be owned by Powerwave without any restriction. Except for the limited right to use the Repair Information to provide Repair Services,
Venture is not granted and will have no right, title or interest in or to any Intellectual Property Rights of Powerwave. Promptly after the execution of this Agreement, Powerwave shall disclose to Venture such portions of the Repair Information not
previously disclosed, which disclosures shall be under conditions of confidentiality as specified in section 8 of this Agreement. 
  
 3.4 The quality of the Repair Services is of paramount importance to Powerwave’s reputation and the reputation and marketing of the Products. Powerwave relies on the
Repair Information to identify, communicate, establish and implement standards with respect to the provision of the Repair Services. Accordingly, Venture is obligated to adhere to the Repair Information in performing the Repair Services. Venture
shall not deviate from or modify the Repair Information when performing Repair Services, without the prior written consent of Powerwave. 
  

	4.	 	Performance Standards for Repair Services. 

  
 4.1 Venture will perform the Repair Services at a level of performance which complies with the warranties and turnaround times specified in Section 9 below. Venture will
seek to identify methods for improving the quality, efficiency and cost-effectiveness of the Repair Services where practical and will notify Powerwave of such methods. Venture and Powerwave will mutually agree upon management reports to ensure the
performance metrics and service levels specified in the Scope of Work (“Performance Standards”) are met. These tools are to be detailed in the Scope of Work. 
  
 4.2 If Venture fails to attain or maintain its Performance Standards, Venture will (i) promptly investigate the cause of the problem; (ii)
within 5 business days after it has notice of such problem, prepare a report that identifies the cause of the problem and recommend solutions; (iii) use best efforts to correct the problem and to begin meeting the Performance Standards as soon as
practicable, and (iv) keep Powerwave apprised of the status of the remedial efforts. 
  
 4.3 Venture and Powerwave will periodically review the existing Performance Standards and Powerwave’s business requirements and goals and will make mutually agreeable adjustments to them as appropriate, as well as any mutually
acceptable adjustments to the Scope of Work as may be required in connection therewith. The parties expect and understand that the Performance Standards and the performance by Venture of the Repair Services should improve over time. 
  

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 5. Repair Parts and Packaging Materials. During Phase I, Powerwave shall supply to Venture, at no charge, all
Repair Parts and packaging materials necessary to perform the Repair Services. During Phase I, Powerwave is responsible for insuring that there is no shortage of Repair Parts necessary to perform Repair Services. During Phase II, Venture shall
maintain an inventory of Repair Parts needed to perform the Repair Services, the quantity and mix of Repair Parts to be mutually agreed on between the parties and based on Powerwave’s historical return rates and failure analysis. Venture shall
purchase the Repair Parts only from vendors on the AVL. In addition, during Phase II, Venture shall maintain a supply of packaging materials to be used when shipping repaired Product, which packaging materials shall be in conformance with the
requirements of Powerwave, at the cost and expense of Venture. 
  

	6.	 	Contract Management. 

  
 6.1 Each party will designate a contract representative. Each party may, from time to time, change the designated contract representative by providing notice to the other party. The parties will have the
option, but will not be obligated, to designate alternate contract representatives and alternate project managers.  
  
 6.2 Powerwave and Venture management will meet at least quarterly during the term of this Agreement. The purpose of these meetings (each of which shall be referred
to as a “Quarterly Business Review”) is to discuss Powerwave’s repair and/or reverse logistics and business requirements and goals and ways to better align the services provided under this Agreement in support thereof. The Quarterly
Business Review meetings will provide a forum for discussions regarding Powerwave’s current and anticipated needs and Venture’s performance and anticipated requirements.  
  
 6.3 Venture may not delegate or subcontract any of its obligations under this Agreement
without the prior written consent of Powerwave. With respect to any of obligations under this Agreement that Venture proposes to subcontract, Venture will specify to Powerwave in writing (a) the specific portions of the services that it proposes to
subcontract, (b) the scope of the proposed subcontract, (c) the identity, background and qualifications of the proposed subcontractor, and (d) the financial background of the subcontractor. Venture will remain responsible for the performance of all
obligations performed by sub-contractors to the same extent as if such obligations were performed by its employees. Venture will not disclose any Confidential Information to any subcontractor unless and until such subcontractor has agreed in writing
to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of Venture. 
  
 7. Audit Rights/Record Keeping. Powerwave and its, auditors, consultants and inspectors shall be entitled, upon reasonable notice, to inspect, audit and review
Venture’s facility and repair procedures to assess Venture’s compliance with the quality standards, Repair Information and any applicable Specifications and security requirements. At Powerwave’s option, such audits shall be conducted
at least monthly for the first six months of the term of this Agreement and thereafter on a quarterly basis. Powerwave shall also be entitled to conduct “surprise” audits in the event that Powerwave, in good faith believes that, with
respect to physical or IT security (i) security has been, or is about to be, breached, or (ii) Venture fails to meet Powerwave’s minimal security requirements. Any deficiencies revealed by the audits will be addressed within 10 business days by
submission to Powerwave by Venture of corrective action plans, each of which will provide a timetable, subject to Powerwave’s approval, for such corrective action. Venture will provide reasonable assistance to Powerwave’s auditors and
inspectors at no additional cost or expense to Powerwave. Following successful completion of these audits, Venture shall receive written certification from Powerwave that Venture’s Repair Services comply with Powerwave’s policies and
procedures. In the event that Venture does not correct the deficiencies disclosed by such 

  

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audits to Powerwave’s reasonable satisfaction within the agreed-upon timeframes, then Venture shall be in default of this Agreement and the Parties
shall have all rights and remedies pursuant hereto. 
  
 Venture
will maintain complete and accurate records of, and supporting documentation for all amounts billable to and payments made by Powerwave in accordance with generally accepted accounting principles applied on a consistent basis. Venture will retain
all records related to this Agreement for a period of three years. During the term of this Agreement and during the period for which Venture is required to maintain such records, upon Powerwave’s reasonable prior notice, Venture shall provide
access during normal business hours to such records relating to bills of material, overhead costs and quality for the purpose of verifying the accuracy of Venture’s charges. 
  
 8. Confidentiality. Venture Corporation Limited and Powerwave entered into a Mutual Non Disclosure Agreement dated as January 13,
2003 (“NDA”) and the relationship of Venture and Powerwave with respect to each other’s Confidential Information shall be governed by the NDA. Venture agrees to the terms and conditions of the NDA, which are incorporated herein by
this reference. The NDA shall remain in force for the term of this Agreement including any renewal or extension terms. 
  

	9.	 	Warranties/Quality Plan/Turnaround Times. 

  
 9.1 Venture represents and warrants to Powerwave that the Repair Services will be performed in a professional manner, in compliance with the applicable Product
Specifications and Repair Information. Venture agrees to follow Powerwave’s Repair Information and service procedures in providing Repair Services for the Products. If Venture fails to perform the Repair Services as warranted above, Venture
will promptly correct any errors or deficiencies or reperform the Repair Services, at no additional cost to the customer. In addition, Venture warrants that any repaired Product will be free from defects in workmanship in connection with the Repair
Services performed for a period of ** (**) years following completion of the Repair Services. 
  
 9.2 Venture shall establish and maintain a Quality Plan and inspection program sufficient to assure that the Products repaired by Venture will meet the requirements stated in the Specifications and the Repair
Information and service procedures for the Products. Venture shall keep and maintain proper repair, test and related records, which shall be available for inspection by Powerwave and shall allow copies to be made and extracts to be taken, and shall
furnish all information which may be required by Powerwave with respect thereto. 
  
 9.3 All Product repairs shall be completed within ten (10) business days and shall be shipped to the customer within ten (10) business days from the date on which Venture receives the returned Product from the customer. If Venture
does not comply with the ten business day turnaround time and such failure is not caused by Powerwave or an event of force majuere and the failure results in Powerwave incurring a penalty or expenses to its customer, then Venture and Powerwave agree
to discuss appropriate financial accommodations. 
  

	10.	 	Prices; Payment Terms; Invoicing. 

  
 10.1(a) The unit prices for both Warranty Repair Services and Non-Warranty Repair Services are specified on Exhibit B. The price for the Repair Services for
each Product will be quoted in US Dollars using an agreed upon pricing model whereby the Repair Parts cost information is agreed to and the assembly/test labor rates, and profit and overhead rates are per Exhibit B. Venture acknowledges that,
except as expressly provided otherwise in this Agreement, expenses that Venture expects to incur in 

  

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performing the Repair Services and the other items outlined in the Scope of Work (including overhead, travel and lodging, the operation and maintenance with
respect to physical facilities,) are included in the Scope of Work and are reflected in the prices to be charged to Powerwave for the Repair Services and, as such, are not separately reimbursable by Powerwave. Within ninety (90) days following the
execution of this Agreement Venture and Powerwave will meet and review the pricing structure for the Repair Services and the headcount required to perform the Repair Services and make such adjustments as are mutually agreed. 
  
 10.1(b) Prices will be subject to review by the parties on a quarterly basis (and at
such other times as may be agreed) at the Quarterly Business Review to be arranged by the authorised representatives of the parties. Price adjustments may be implemented as the parties agree. Changes to prices, and the manner and timing of their
implementation, will be agreed by the parties on a fair and reasonable basis at such review meeting. 
  
 10.2. If Venture offers a better price or pricing formula to any third party for similar Repair Services, based on similar volumes, under substantially similar terms and conditions and in similar geographies
then the Venture agrees to offer such price or pricing formula to Powerwave retroactively as of the date first offered to the third party. Venture agrees to fulfill its obligations in this Section in good faith 
  
 10.3 Repair Services shall be invoiced upon shipment of the Repaired Product to the
customer. Payment terms shall be forty-five (45) Calendar Days payable in US Dollars, from the date of invoice. Powerwave may deduct from Venture’s invoices any moneys owed Powerwave by Venture. If Powerwave in good faith believes that amounts
invoiced are in excess actual amounts owing or there is a billing error, it shall promptly notify Venture in writing. The parties agree to reconcile disputed invoices, billing inaccuracies and other discrepancies or errors within ten (10) days after
Powerwave has notified Venture in writing of a disputed invoice. Venture agrees to provide Powerwave with documentation and other information with respect to each invoice as may be reasonably requested by Powerwave to verify that Venture’s
charges to Powerwave are accurate, correct, and valid. 
  
 10.4 Unless
Powerwave provides appropriate exemption certificates, Powerwave will be responsible for and will pay all taxes including value added taxes, duties or other governmental or regulatory charges in any country resulting from the performance of this
Agreement, except for any income related taxes for which Venture is directly liable. Venture shall notify Powerwave of any such tax liabilities incurred on behalf of Powerwave or arising in connection with doing business with Powerwave as
soon as practicable and will make all reasonable efforts to minimize the amount of any such tax liabilities. 
  

	11.	 	Personnel Issues. 

  
 11.1 Venture agrees that upon the execution of this Agreement, it will offer employment to each of the individuals listed on Exhibit D (“Employees.”) Venture agrees to provide base salary or hourly
rates of pay to the Employees consistent with their current compensation at Powerwave. Venture shall not be required to assume, adopt or accept any employee benefit plan, program, policy or arrangement of Powerwave with respect to the Employees,
including, without limitation, any stock option, bonus, compensation, retirement, profit sharing, vacation, medical, disability benefit, life insurance or severance pay plan, contract, practice, program, policy or arrangement and shall have no
liability whatsoever under any such employee benefit plan, contract, practice, program, policy or arrangement. 
  
 11.2 Except as expressly set forth herein, during the term of this Agreement and for a period of six (6) months after the expiration or earlier termination of this Agreement, Venture will not without the prior written
consent of Powerwave, solicit for employment directly or indirectly, nor employ, any employee of Powerwave or its Affiliates substantially involved in the performance of Powerwave’s or its Affiliate’s 

  

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obligations under this Agreement, without the prior written consent of Powerwave (other than employees of Powerwave or its Affiliates who are terminated
thereby). Except as expressly set forth herein during the term of this Agreement and for a period of six (6) months after the expiration or earlier termination of this Agreement, Powerwave will not, and will cause its Affiliates to not, solicit for
employment directly or indirectly, nor employ, any employee of Venture involved in the performance of Venture’s obligations under this Agreement, without the prior consent of Venture (other than Venture’s employees who have been terminated
by Venture). Notwithstanding the foregoing, any Party may at any time make general solicitations for employment to a broad class of persons which may include the aforedescribed employees. General solicitations shall include any solicitation for
employment by any party that is not targeted primarily to one or more of the aforedescribed employees. 
  

	12.	 	Facilities. 

  
 12.1 During the term of this Agreement, Powerwave shall provide to Venture approximately 10,000 square feet of production floor space on the first floor at its facility at 1801 E. St. Andrew Place, Santa Ana,
California (the “Space”), at no charge, to enable Venture to perform the Repair Services at Powerwave’s facility. The Space shall encompass that portion of the facility as depicted on the diagram on Exhibit E and shall be the
area where Powerwave presently performs RMA. In addition, Powerwave shall provide two offices on the second floor of its facility at 1801 St. Andrew Place for use by Venture management. 
  
 12.2 In addition, Powerwave shall provide the following additional services/materials for the Space, at no charge: (i) telephone service to
the Space, which includes telephone cabling and telephone hand sets; and (ii) cubicles per the diagram specified on Exhibit E; and (iii) office furniture and telephones for the two offices on the first floor. Venture shall be responsible for
supplying all other office equipment it requires. Powerwave will monitor the telephone usage charges incurred by Venture and if it believes the charges are excessive it shall raise the issue with Venture and the parties shall negotiate, in good
faith, an equitable split of the costs. 
  
 12.3 Venture agrees to use the Space
only to perform Repair Services for Powerwave and shall control the conduct of its employees. Venture agrees to comply with all Powerwave security rules and policies regarding the conduct of work while on Powerwave property. If Venture desires to
use additional space in Powerwave’s facility, the parties shall discuss and mutually agree upon terms for such additional space. 
  

	13.	 	Consigned Equipment.  

  
 13.1 It is anticipated that Powerwave will consign certain test equipment (“Consigned Equipment”) to Venture to enable Venture to repair Products.
Exhibit F is a listing of Consigned Equipment and the parties agree to update this listing as necessary to reflect additions or deletions. The Consigned Equipment may not be used to repair products for any party other than Powerwave and
Venture agrees to not use any of the Consigned Equipment in the repair, testing, assembly or shipping of product for any third party. In addition, Venture shall not rent or loan any of the Consigned Equipment to a third party or do any other act
that would infringe the ownership rights of Powerwave. During Phase I, Powerwave shall be responsible for scheduled maintenance and calibration of the Consigned Equipment as well all major repairs. During Phase II, if requested by Powerwave,
Venture, at its own cost, shall be responsible for providing scheduled maintenance and calibration of the Consigned Equipment and the parties shall mutually agree upon who shall pay for major repairs to Consigned Equipment. Venture shall maintain
proper and separate books and records for the Consigned Equipment. Venture shall exercise due care for the Consigned Equipment and they will be stored in a manner that affords ready inspection and identification. Powerwave, may upon reasonable
notice and subject to security requirements, request an 

  

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 inspection of the Consigned Equipment. Venture shall bear the risk of loss of and damage to the Consigned Equipment while
in its possession. Upon reasonable notice, Powerwave may require the return or transfer of equipment that it owns, if any and Venture shall promptly comply with any such request. Venture, on a quarterly basis, will do an inventory of Consigned
Equipment and tag all Consigned Equipment with identification indicating that they are owned by Powerwave. 
  
 14. IT Systems Support. Venture agrees to facilitate the communication and system logic links of specific IT functions and data bases with Powerwave systems including but not limited to quality and shop floor
control systems, documentation and ECO control systems, advanced shipping notices and inventory and order management systems as described in the Scope of Work. Venture will conform to information technology best practices to ensure the security of
intellectual property both residing at Venture and communicated externally to/from Powerwave. Venture and Powerwave will jointly develop web based systems to improve communications. 
  
 15. Force Majuere. Neither of the parties shall be in default for any failure or delay in performance hereunder when such failure or
delay is the result of any event, which is beyond their control and without its fault or negligence. Such events (collectively referred to herein as “Excusable Delay”) may include, but are not restricted to Acts of God, or of the public
enemy, acts of government in either its sovereign or contractual capacity, strikes, lockouts, transportation disruptions or freight embargoes, and riots, quarantine restrictions, mutinies, civil commotion, floods, fire, epidemics, power shortages or
war. 
  

	16.	 	Industrial Property Rights. 

  
 16.1 No Repair Information or Specifications furnished under this Agreement or Consigned Equipment shall be duplicated or furnished to others or used to produce or
repair products for others without the prior written consent of Powerwave. Venture shall take appropriate measures to protect Powerwave proprietary rights in the Repair Information, Specifications and Products, including the following: (1)
restricting access to the portion of the Venture facility used for repairing Powerwave Products to only Venture’s employees on a need to know basis or need to perform basis or involved in the repair, assembly and testing of the Products or when
specifically approved by Powerwave; and (2) treating all proprietary information of Powerwave with the same degree of care it uses to protect the confidentiality of its own information, which shall not be less than reasonable care. Venture shall not
use or disclose any Powerwave intellectual property except in furtherance of the repairing the Product in accordance with the terms of this Agreement. Venture shall provide secure facilities and segregate Powerwave’s Products from
Powerwave’s competitor’s products within the facility. Venture shall take the following measures to maintain the security of the dedicated area related to the Products: (i) maintain walls or partitions to segregate the physical area; and
(ii) restrict access to the segregated area through card key access or other such security procedures that prevent unauthorized individuals from entering the work area and keep entry-exit logs. 
  
 16.2 All existing IP owned by or licensed to Powerwave will continue to be owned by
Powerwave. Venture is licensed to use such of the Powerwave IP as may be necessary only for the limited purpose of performing its obligations under this Agreement as specified in Section 3.3. No ownership rights are granted to Venture and
Venture’s permissible use of the Powerwave IP is as stated in this Agreement. All existing IP of Venture will continue to be owned by Venture and all IP arising in the course of Venture’s performance of this Agreement relating to
Venture’s repair know-how or repair process will be owned by Venture other than IP developed based on Powerwave’s IP related to the Products which shall be owned by Powerwave. With respect to any IP licensed to Venture by third parties,
Venture warrants that such license is in good standing and includes all necessary rights to permit Venture to perform its obligations under this Agreement. Nothing contained herein will be deemed to grant to Venture either directly or by 

  

 11 








 
implication, estoppel or otherwise, any license or other right under any patents, patent applications, or non-patent rights owned by or licensed to Powerwave
or its affiliates, except as necessary only for the limited purpose of performing its obligations under this Agreement. Powerwave and Venture may not use any IP of the other party for any other purpose.  
  
 17. Publicity. Neither party shall, without first obtaining the prior written consent
of the other party, in any manner advertise or publish the fact that either party has entered to this Agreement, or use any trademarks or trade names of the other party in advertising or promotional material. In the event that one party is required
by law to make a disclosure or press release the review and approval of the other party of such press release shall not be unreasonably delayed or withheld. 
  
 18. Insurance. Prior to performing its obligations under this Agreement, Venture shall procure and maintain insurance for the types of coverage and limits of
liability as follows: (a) Commercial general liability, including suppliers, contractual liability, business interruption insurance, personal injury, broad form property damage, products/completed operations with limits of at least $3,000,000 per
occurrence and in the aggregate; (b) Workers compensation to the extent required by statute together with statutory disability benefits liability in all applicable jurisdictions; (c) such other comparable insurance or other types of insurance that
are required or customary in the jurisdiction where Venture will perform repair services for Powerwave. Powerwave shall be named an additional insured under the general liability policy. The insuring company must be reputable. All coverages must be
primary and noncontributory, and maintained without interruption during the term of this Agreement. Upon request, Venture shall provide Powerwave with certificates of insurance evidencing the above coverages. Upon reasonable notice to Venture, and
subject to Venture’s security and confidentiality requirements Powerwave’s insurance carriers may inspect the facilities where Powerwave’s assets are maintained. 
  

	19.	 	Indemnification. 

  
 19.1 Venture shall and hereby does defend, indemnify and hold harmless Powerwave, its Affiliates, officers, directors and employees (all referred to in this section 19 as “Powerwave”) from any and all
third party claims, damages, costs, fees, expenses, losses, including reasonable attorneys’ fees to the extent that such claims, damages, costs, fees, expenses, losses, result from (i) a claim that Venture’s repair of a Product was the
cause of any property damage or personal injury or (ii) death, personal injury or property damage arising from the negligent acts or omissions of Venture or the willful misconduct of Venture, provided that Venture is given prompt notice of such
claim and Powerwave provides Venture with reasonable assistance and cooperation in the defense of the claim and shall permit Venture to control the defense of the claim. Powerwave may employ counsel, at its own expense, to assist in the defense of
the claim. Powerwave shall have no authority to settle any claim on behalf of Venture. 
  
 19.2 Powerwave shall and hereby does indemnify, defend and hold harmless Venture, its Affiliates, officers, directors, employees (all referred to in this section 19 as “Venture”) from and against all third party claims,
costs, damages, fines, losses and expenses (including reasonable attorneys fees) to the extent that such claims, costs damages, fines, losses and expenses result from: (i) death, personal injury or property damage arising from Powerwave’s
negligent acts or omissions or willful misconduct; or (ii) any intellectual property infringement claim arising from any written specifications supplied by Powerwave to Venture, provided that Venture gives Powerwave prompt notice in writing of the
claim, provides reasonable assistance and co-operation to Powerwave in defense of the claim and permits Powerwave to control the defense of the claim. Venture may employ counsel, at its own expense, to assist in the defense of the claim. Venture
shall have no authority to settle any claim on behalf of Powerwave.  
  

	20.	 	Limitations of Liability. 

  

 12 








 20.1 Neither party excludes or limits its liability for death or personal injury resulting from its negligence nor
liability for breach of any term implied by statute to the extent that such liabilities cannot by law be limited or excluded. 
  
 20.2 IN NO EVENT SHALL EITHER PARTY, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, HAVE ANY LIABILITY TO
THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF USE ARISING OUT OF THIS AGREEMENT. 
  

	21.	 	Miscellaneous. 

  
 21.1 The waiver of either party of a breach of any provision of this Agreement shall not constitute a waiver of any succeeding breach of the same or any other provision. The failure of either party to require
performance by the other party of any provision of this Agreement shall not affect the right to require such performance in the future. 
  
 21.2 All notices required or permitted to be given by Powerwave or Venture to the other party under the terms of this Agreement shall be written in English and
shall be effective on the day of service if served personally or by facsimile transmission with confirmation, or three business days after mailing if mailed by First Class mail, registered or certified, postage prepaid. All notices and
correspondence concerning this Agreement shall be sent to the parties hereto at: 
  

	 Powerwave
	 	Venture
		
	 Powerwave Technologies, Inc.
 1801 E. St. Andrew Place
 Santa Ana, CA 92705
	 	 VM Services, Inc.
 6701 Mowry Ave
 Newark, CA 94560

		
	 Attn: Chief Financial Officer
	 	 Attn: Soin Singh/Mark Wettasinghe

		
	 Fax: 714 466-5801
	 	 Fax: (510) 744-3738


  
 21.3 This Agreement is for the
benefit of the parties hereto and not for any other person except as specifically provided herein. The invalidity, in whole or in part, of any article or paragraph hereof shall not affect the validity of the remainder of such article or paragraph or
of any agreement resulting therefrom. Any rights or obligations under this Agreement which by their nature continue after termination will remain in effect until they are completed. 
  
 21.4 The laws of the State of California govern this Agreement and all transactions hereunder exclusive of any provisions of the
United Nations Convention on the International Sale of Goods and 

  

 13 








 
without regard to principles of conflicts of law. The parties submit to the non-exclusive jurisdiction of the courts of California. The parties hereto
expressly waive any right they may have to a jury trial and agree that any proceedings under this Agreement shall be tried by a judge without a jury. In the event of any litigation relating to or arising out of this Agreement, the prevailing party
shall be entitled to recover its reasonable attorney’s fees and costs.  
  
 21.5 This Agreement, together with the Exhibits hereto and any other attachment, constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof and all prior or contemporaneous oral or written
communications, understandings or agreements with respect to the subject matter hereof are superseded. This Agreement may not be modified or amended except by an instrument in writing signed by a duly authorized representative of each of the
parties. 
  
 21.6 The relationship of Venture and Powerwave as established
under this Agreement will be and at all times remain one of independent contractors, and neither party will at any time nor in any way represent itself as being a dealer, agent or other representative of the other party or as having authority to
assume or create obligations or otherwise act in any manner on behalf of the other party. 
  
 21.7 Neither party may assign this Agreement in whole or in part without the prior written consent of the other party, and such consent shall not be unreasonably withheld. Notwithstanding the above, this
Agreement may be assigned without the consent of the other party to any successor corporation or entity whether by purchase of all or substantially all of the assets or outstanding capital of a party or by merger or consolidation provided that (a)
the transferee agrees in writing to be bound by and subject to all of the terms and provisions of this Agreement, and (b) provided that the transferee is not a competitor of the non-assigning party. Should any of the foregoing conditions not be met,
the assignment shall be null and void, unless the other party’s prior written consent has been given. 
  
 21.8 Venture or Powerwave will not use, distribute, transfer or transmit any products, software or technical information (even if incorporated into other products) provided under this Agreement except in
compliance with U.S. export laws and regulations (the “Export Laws”). Venture or Powerwave will not, directly or indirectly, export or re-export the following items to any country which is in the then current list of prohibited countries
specified in the applicable Export Laws: (a) software or technical data disclosed or provided to the other party; or (b) the direct product of such software or technical data. Venture or Powerwave agrees to promptly inform the other party in writing
of any written authorization issued by the U.S. Department of Commerce office of export licensing to export or re-export any such items referenced in (a) or (b). The obligations stated above in this clause will survive the expiration, cancellation
or termination of this Agreement or any other related agreement. 
  
 21.9
In the event that either party makes or receives, directly or indirectly, any payments, loans, gifts, favors, or other special considerations or forms of compensation (1) to or from the other party, to its employees, other than payments set
forth in this Agreement, the Order, or in other contractual agreements between Venture and Powerwave; or (2) to or from any third party for the purpose of influencing the performance by Powerwave or Venture of its duties hereunder, then this
Agreement may be terminated at the option of the party after ten (10) days’ written notice to the other party. 
  
 21.10 Before filing any litigation relating to a claim or controversy, Venture and Powerwave will attempt to settle any claim or controversy between them through
consultation and negotiation in good faith and with a spirit of mutual cooperation. After attempts to resolve a dispute by Venture and Powerwave have failed, before resorting to litigation, either party may, upon notice to the other, request that
such controversy or claim be referred to the appropriate management personnel of each party for negotiation and resolution. If such a request is made, the applicable and appropriate management-level personnel of the parties shall meet in person or
by telephone within seven (7) days after such request and 

  

 14 








 shall review and attempt to negotiate a mutually acceptable resolution of the claim or controversy in dispute. Nothing in
this clause shall be construed to preclude any party from seeking injunctive relief to prevent irreparable harm or to preserve the status quo. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. 
  

	 Venture: VM Services, Inc.
	  	 Powerwave Technologies, Inc.

		
	 By: /s/ Mark Wettasinghe
	  	 By:/s/ Ron Buschur

		
	
	  	

	Name
Title GM. EFS	  	 Date
 June 26, 2003
	  	Name
Title COO	  	 Date

 June 26, 2003

		
	 Address:

  
 6701 Mowry Ave.
 Newark, California 94560
	  	 Address:

  
 1801 E. St. Andrew Place
 Santa Ana, California
92705


  

 15 








 Confidential Portions Omitted 
  
 Exhibit A—Product Listing 
  

	 RMA Code Category

	 	 	 	 Model #


	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 **
	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 **
	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 **
	 	**	 	 









	 **
	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 **
	 	**	 	 
			
	 	 	**	 	 
			
	 	 	**	 	 
			
	 **
	 	**	 	 








 Exhibit B—Pricing 
  
 See Attached Schedule 
  

CONFIDENTIAL PORTIONS OMITTED : ** INCICATES THAT CONFIDENTIAL PORTIONS ARE OMITTED AND FILED SEPARATELY WITH THE COMMISSION 
 EXHIBIT B—PRICING SCHEDULE 
  
 Cost of Repair 
  

	 	 	 	 	Minutes

	 	Minutes

	 	Hours

	 	(a)

	 	(b)

	 	 	 	 	 	12 months Return Activity

	 	 	 	 	 	 
	 Part To Service

	 	Type

	 	Tech Time

	 	Assy Time

	 	Total Time

	 	Labor

	 	Material

	 	Total

	 	Annual Cost

	 	EXC

	 	NWA

	 	UPG

	 	WAR

	 	Total

	 	 	 	Labour (wt)

	 	Material (wt)


	 MCA9129-90
	 	MC	 	310	 	30	 	5.67	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 300331402
	 	MC	 	310	 	30	 	5.67	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 G3S-800-140-030
	 	MC	 	310	 	30	 	5.67	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 NTGY71AB
	 	MC	 	180	 	30	 	3.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 G3L-2100-28
	 	MC	 	120	 	30	 	2.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 NTGY81AB
	 	MC	 	180	 	30	 	3.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 NTFC07BA
	 	MC	 	310	 	30	 	5.67	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 G3L-2100-30
	 	MC	 	120	 	30	 	2.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 NTL107AA
	 	MC	 	310	 	30	 	5.67	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 G3L-1900-14
	 	MC	 	120	 	15	 	2.25	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 MCR4109-1
	 	MC	 	90	 	20	 	1.83	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 1/KRB-101-1046
	 	MC	 	310	 	30	 	5.67	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 G3S-1900-80
	 	MC	 	120	 	30	 	2.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 NTL107AC
	 	MC	 	90	 	30	 	2.00	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 MCA9126-40
	 	MC	 	310	 	30	 	5.67	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 MCA9129-60
	 	MC	 	310	 	30	 	5.67	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	 	 	
	 	

	 Average MC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	 	 	
	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 Weighted
 Average
	 	**	 	 	 	 	 	 	 	 	 	 	 	 MC Weighted
 average
	 	**	 	**
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MC with mgmt	 	**	 	 
	 QCPA-1804
	 	SC	 	60	 	30	 	1.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 QCPA-0914
	 	SC	 	60	 	30	 	1.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 AWP-903A
	 	SC	 	30	 	30	 	1.00	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 QCPA-1906
	 	SC	 	60	 	30	 	1.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 QCPA-0920
	 	SC	 	60	 	30	 	1.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 QCPA-1910
	 	SC	 	60	 	30	 	1.50	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 QCPA-1903
	 	SC	 	45	 	20	 	1.08	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 AWP-903
	 	SC	 	30	 	30	 	1.00	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	 	 	
	 	

	 Average SC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	**	 	**	 	**	 	**	 	**	 	**	 	 	 	**	 	**
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	 	 	
	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 Weighted
 Average
	 	**	 	 	 	 	 	 	 	 	 	 	 	SC Weighted average	 	**	 	**
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SC with mgmt	 	**	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 MC : SC per unit
  price ratio
	 	**	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 MC : SC per unit
 price ratio with mgmt
	 	**	 	 


	(a)	 	Assumes Powerwave consigns all test equipment 

  

	 Mgmt Costs

	  	Cost Per mth

	 	Cost per day

	 	Cost per hr

	 	Average


	 Mgr
	  	**	 	**	 	**	 	 
	 Engr
	  	**	 	**	 	**	 	 
	 Fin/HR
	  	**	 	**	 	**	 	 
	 Planning
	  	**	 	**	 	**	 	 
	 	  	**	 	**	 	**	 	 
	 	  	 	 	 	 	 	 	**

  

	 	  	# of people

	 	cost

	 	Cost per day (8 hrs)

	 	Cost per mth (22 days)

	 	30% burden

	 	TOTAL mthly

	 	TOTAL yrly


	 Tech
	  	**	 	**	 	**	 	**	 	**	 	**	 	**
	 Assem
	  	**	 	**	 	**	 	**	 	**	 	**	 	**
	 	  	**	 	 	 	 	 	**	 	**	 	**	 	**
	 Mgmt
	  	 	 	 	 	 	 	 	 	 	 	**	 	**
	 Corporate alloc
	  	 	 	 	 	 	 	 	 	 	 	**	 	**
	 TOTAL
	  	 	 	 	 	 	 	 	 	 	 	**	 	**
	 profit
	  	**%	 	 	 	 	 	 	 	 	 	**	 	**
	 	  	 	 	 	 	 	 	 	 	 	 	**	 	**

  

	 	  	Annual Volumes

	 	Mthly Volumes


	 Multi Channel
	  	**	 	**
	 Single Channel
	  	**	 	**
	 	  	
	 	

	 Average price per unit
	  	**	 	**
	 	  	
	 	


 NOTE : Powerwave tends to use ** as the annual volumes, instead of the above annual volumes. 
  

	 Vol

	  	Price Per Unit

	 	 
	 **
	  	 **
	 	**
	 **
	  	 **
	 	**
	 	  	 Annualised cost
	 	**

  

	 For MC, Powerwave will pay Venture
	  	**	 	per unit of a multi-carrier unit
	 For SC, Powerwave will pay Venture
	  	**	 	per unit of a single-carrier unit

  
 Assumptions 

 The above calculations have been based on ** units per year. 
 First 90 days breakeven, after 90-120 days, rvw cycle time, headcount, etc.... 
 IT not included yet 
 Cost of space, utilities, facilities, building costs, etc... are not included. 
 Cost of equipment support and calibration not included 
 Insurance for equipment, facilities, site, etc... are not included. 
 Efficiencies due to equipment downtime, change overs, NPIs, training, etc... have not been included. 
 Assumption is that the cycle times are reflective of the actual repair times that Powerwave has given. 
 Venture will have
the option to review and negotiate the prices in 90 days 
 Purchasing and procurement is not include. There is no purchasing of anything included. It’s
purely headcount. 
 All prices are in US$ 
  

 18 








 Exhibit C—Scope of Work 
  
 POWERWAVE/VENTURE RMA - SCOPE OF WORK 
  
 Pursuant to this Scope of Work and the terms of the attached Repair Services Agreement, POWERWAVE engages VENTURE to perform
“repair” of Power Amplifiers returned from the North America and Eurpoean market regions through the POWERWAVE RMA system. For this Scope of Work, repair generally is defined as the operation of transforming defective POWERWAVE POWER
AMPLIFIER Products into functional amplifiers for use as replacements or for resale. This operation includes, but is not limited to; receipt and exchange of defective material, root cause analysis to the component level, testing, final
configuration, labelling, packaging, and shipment. The following sections describe the functions to be performed by the respective companies in accordance with this Schedule. 
  

	1.	 	Products: VENTURE will assume the repair activities of power amplifier products manufactured by POWERWAVE and returned from the North American and Europe regions as well as
Asia if the product was manufactured by POWERWAVE in the United States. Power amplifier products will be repaired by VENTURE approximately 1-3 months after start of POWERWAVE volume production (see New Product Introduction Section).


  

	2.	 	Facility and Personnel: Over time, VENTURE will assume all management responsibility for the existing POWERWAVE Customer Service Center (CSC) Operation located in Santa Ana
California. Intitially, POWERWAVE will retain the call center function (i.e. customers will call POWERWAVE and obtain RMA numbers). Ultimately POWERWAVE desires VENTURE to perform this function as well. The timing of this transition is dependent on
the resolution of logistics, IT and systems issues. VENTURE will offer employment to selected direct labor and indirect support personnel at POWERWAVE found to be fit for the job. 

  

	3.	 	Equipment: POWERWAVE will identify the equipment necessary to perform the repair services. This equipment will be provided to VENTURE, on a consignment basis. POWERWAVE will
provide all support for calibration and maintenance of the equipment. 

  

	4.	 	Omitted. 

  

	5.	 	Process Flow: VENTURE shall test and repair Products in accordance with procedures used by POWERWAVE. Deviations from the process must be approved in writing by POWERWAVE.


  

	6.	 	Unique Customer Requirements: VENTURE will abide by all documented Approved Vendor Lists (AVL), and configuration requirements for each POWERWAVE part number in the repair
operation. Various specification requirements exist for each POWERWAVE part number that will be provided to VENTURE via a Quality Management Plan. Specific assembly, test and firmware requirements exist for each amplifier. POWERWAVE will provide the
Operational Method Sheets (OMS), schematics and test code for each product type to be repaired. Any deviations from the OMS, schematics, test code, Bill of Material or AVL, must be approved and authorized by POWERWAVE prior to implementation.


  

 19 









	7.	 	Quality and Reliability: VENTURE will report quality results to POWERWAVE via an agreed-upon system that will provide daily information. This reporting will include average
TAT (turn around time—10 business days maximum), % of units with no defect found, final test data results by unit, root cause analysis results to sub-assembly and component level by unit and final inspection results. POWERWAVE will provide
specific criteria, along with the RMA process flow to be used. All reliability and laboratory testing required by POWERWAVE will be supported by the reliability and failure analysis labs located in POWERWAVE’s Santa Ana, California facility.
Second time returns for repaired material will be monitored and reported by POWERWAVE. 

  

	8.	 	Logistics Support: During Phase II (as defined in the attached Repair Services Agreement), VENTURE will be responsible for RMA Logistics Processing activities, including:
Receiving, planning, packaging, shipping and discrepancy resolution for POWERWAVE. The level of logistical support will depend on the facility location that VENTURE selects to operate the Customer Service Center (CSC). If the CSC resides in
POWERWAVE’S facility, POWERWAVE will be responsible for dock management including physical receipt from carriers and outbound shipment processing. In addition, during the initial phase, POWERWAVE will be responsible for the inventory management
of Finished Goods “exchange” units and current raw material to support the CSC. Under this scenario, POWERWVE will be responsible for the delivery of raw materials (material requisition) and RMA products to a VENTURE representative.
VENTURE will be responsible for the transfer of repaired RMA units to the POWERWAVE representative. If VENTURE elects to operate the CSC out of its existing facility, VENTURE will be responsible for physical receipts, some inventory management and
outbound shipments. Under this scenario, a systems solution must be implemented that will allow the VENTURE and POWERWVE ERP systems to collaborate. It is assumed that the logistical support plan will be implemented in phases as necessary with the
objective of total optimization of resources. 

  

	9.	 	Supplier Management and Material Planning: Quarterly, POWERWAVE and VENTURE will jointly develop and agree on forecasts of expected warranty and non-warranty returns
for each POWERWAVE model. Based on this forecast, VENTURE will plan and schedule all materials required for repair. During the initial phase, POWERWAVE has the responsibility for negotiating with suppliers on pricing and schedule for availability.
Only authorized POWERWAVE suppliers and part numbers may be used in the repair. POWERWAVE will provide to VENTURE all AVL suppliers and part numbers. If shortages occur due to availability of materials, VENTURE may, with approval from POWERWAVE,
qualify alternate suppliers for use. The scope of qualification activities and POWERWAVE support responsibilities will be agreed prior to the start of any qualification activities. In the second phase, VENTURE will take over the responsibility for
acquiring materials. 

  

	10.	 	 Engineering Support: VENTURE will provide direct engineering support of the service operations and assume compliance to all existing POWERWAVE processes,
tests, and product specifications that has been defined, documented and provided to VENTURE. This includes, but is not limited to, tester software qualification and control test equipment calibration, tooling, fixtures, process support, yield
improvements, process enhancements, disposition accuracy, and material utilization improvement. Direct support for the repair operations may require expertise or skills that exist only within POWERWAVE. Issues with supplier quality, technical
questions, training, reliability testing, test software improvements and firmware changes may require direct POWERWAVE personnel support. POWERWAVE will provide a contact and procedure for 



  

 20 









	 	 
requesting assistance, and will expedite the support necessary, assign and manage resources, and facilitate delivery of information and/or systems. In
addition, POWERWAVE will provide resources, as needed, to achieve successful repair at the required output (e.g. material usage beyond cost targets, specific yield issues requiring POWERWAVE technical expertise, and tester design support, training,
etc.). 


  

	11.	 	New Product Introduction: At the time of new product transfer to its selected production site, POWERWAVE will deliver data packages outlining the repair requirements to
VENTURE for review. A list of all applicable equipment (and availability), process descriptions, tester and product codes, technical manuals, BOM’s, complete manufacturing documentation trees, and names of engineers responsible for working with
VENTURE on the transfer of new products, will be included. In addition, a plan for process maturity test (PMT) requirements will be developed and signed by both parties. VENTURE will choose a team of engineers and/or technicians responsible for
transfer and qualification of the repair process for these new products. If applicable, VENTURE may send personnel to the POWERWAVE prime factory for training and/or request that POWERWAVE provide training in the VENTURE repair facility (facilitated
by an assigned POWERWAVE liaison). Upon successful completion of new product transfer and qualification of process as outlined in the PMT agreement, a formal buy-off document will be signed by both parties. At that point, VENTURE will assume full
ownership of repair for these new products (POWERWAVE will continue to provide prime engineering support until buy-off). 

  

	12.	 	IT Systems and Support: The IT infrastructure, systems and processes will remain as they currently exist, utilizing ROI Manage-2000 to capture repair and testing data
throughout the RMA process (see “VENTURERMAFlow.doc”). 

  

	13.	 	VENTURE plans to incorporate its own systems into the repair operation. A mutually agreed upon schedule and system requirements document will be developed to accomplish this
task. If POWERWAVE direct assistance is necessary, a negotiated agreement between the two parties will be developed. All other VENTURE IT systems (Glovia, Email, Internet, Intranet, phones, MS Office, etc.) will be controlled and maintained by
VENTURE as well as hardware physically located within the VENTURE facility. 

  

	14.	 	ISO 9002 Certification: Within 18 months after the execution of the Repair Services Agreement, VENTURE will be required to obtain and maintain ISO 9002 and TL 9000
certification for the repair facility. Documentation and quality procedures, currently in place within POWERWAVE, shall be made available to VENTURE for this effort. These POWERWAVE processes and documents are for reference and not necessarily
required for a VENTURE-owned overall quality system. If desired, VENTURE may incorporate current POWERWAVE systems. 

  

	15.	 	Hazard Insurance and Disaster Recovery: VENTURE shall provide POWERWAVE with a copy of their disaster recovery plan for review and will carry general liability, Workers
Compensation, and other customary insurance coverage. 

  

	16.	 	 No Offers of Employment: During the term of this agreement, neither party shall solicit for the purpose of employment the other parties’ employees
without the other parties written consent. For the purposes of this agreement “solicit does not mean general solicitations of employment 



  

 21 









	 	 
not specifically directed towards the other parties employees such as advertisements, nor shall it mean making an offer of employment to a person who has
sought employment from one of the parties if there has been no prior suggestion by such party, or who responds to a general solicitation. 


  

	17.	 	Regulatory Agency Approvals: POWERWAVE will be responsible for all regulatory approvals for POWERWAVE labelled ‘Repaired Product’ including UL, TUV, FCC, Anatel and
CE mark. 

  

	18.	 	Service Level Agreements: Detailed procedures, outlining roles and responsibilities for both POWERWAVE and VENTURE will be developed and agreed for the following:


  

	 	•	 	IT Support: POWERWAVE systems and roadmap for incorporation of VENTURE systems (Oracle/Glovia). Joint team development for information sharing between VENTURE and POWERWAVE IT
personnel for transition of the current POWERWAVE systems and databases to VENTURE. 

  

	 	•	 	Logistics Support: Team to define roles and responsibilities for all logistical system management. 

  

	 	•	 	Financial Systems: All financial information will remain within POWERWAVE’s current ERP system. On a monthly basis, POWERWAVE will run a self-billing report to VENTURE for
services rendered in connection with all completed repairs. 

  

	 	•	 	Materials Support: Purchasing, pricing, supplier management, warranty agreements, EOL buys for repair, etc. Full planning and purchasing support for material transfer from prime
production to CSC (excess at prime production EOL 

  

	 	•	 	VENTURE Communication and Escalation Process 

  

	 	•	 	Engineering support. Training, technical exchanges, stop order and ECO approval and/or notification process. NPI. Supplier Quality Engineering support when material no longer
available or issue exists with quality of delivered material. 

  

	 	•	 	Reliability testing—Requirements, roles and responsibilities, reporting format and frequency. 

  

	 	•	 	Analytical; Services Lab Support 

  

	 	•	 	Test and Debug Code Development. Tools, training, special test suites and/or sequences, script modification, and training. 

  

	 	•	 	Firmware Code Development 

  

	 	•	 	Training and technical exchanges. 

  

	 	•	 	Stop Order / ECO Approval and/or Notification Process. 

  

	 	•	 	NPI 

  

	 	•	 	Supplier Quality Engineering support when material no longer available or issue exists with quality of parts. 

  

	 	•	 	IQA (Incoming Quality Assurance). Use of existing POWERWAVE source inspection processes and procedures at the supplier sites. 

  

 22 









	19.	 	Inventory Management: During the implementation phase, POWERWAVE will assume all management responsibility for Finished Goods Inventory (RMA, Exchange / Swap, Refurb,
Products), provide forecasts for demand and mix to the repair facility, develop schedule (MPS) to support POWERWAVE demand, and manage upgrades and substitution matrices. VENTURE will be responsible for the procurement of new raw material
requirements (not in existing POWERWAVE inventory). Inventory management will be implemented in phases as necessary with the objective of total optimization of resources. 

  

	20.	 	Performance Metrics for Repair Facility:  

  

	 	•	 	VENTURE: 

  

	 	•	 	Turn-Around Time (TAT): 10 business day repair requirement 

  

	 	•	 	Cost Of Repair: VENTURE to develop metrics to reduce repair costs. 

  

	 	•	 	RMA Inventory: Set targets for maximum inventory on hand. 

  

	 	•	 	Second Time Technical Return Rate: Metric to be baselined at current levels calculated from the POWERWAVE ROI database by product. 

  

	 	•	 	Percentage of No Fault Found (NFF) units. 

  

	 	•	 	POWERWAVE: 

  

	 	•	 	Return rate calculations by product 

  

	 	•	 	Corrective actions to VENTURE identified root cause analyses 

  
 Note: Measurement baselines and improvement % will be mutually agreed upon prior to the facility transfer. 
  

 23 








 Exhibit D—Employees 
  

	 TRINH, HOANG

	 COLEMAN, PATRICK

	 LE, DAVID

	 DELGADO, OMAR

	 ESQUIVEL, ROMULO

	 FAVELA, RUBEN

	 FRANQUEZ, DAVID JR.

	 HO, VAN

	 HUYNH, THAO

	 JUANICO, JULIUS

	 JIMENEZ, SERGIO JR.

	 DOAN, CHAU

	 HATOORI, JUAN

	 HERNANDEZ, ROGELIO

	 HO, FRANCIS

	 THONGDONNOI, NAWAPOL

	 NGUYEN, TUONG

	 NGUYEN, THU-VAN

	 NGUYEN, SONNY

	 NGUYEN, NHAN

	 NGUYEN, JOHN

	 NGUYEN, HOANG

	 LE, KIM VAN

	 PATEL, MITESH

	 NGUYEN, TRACY TRANG

	 NGUYEN, THAO

	 NGUYEN, LIEM

	 NGUYEN, JOHNATHON

	 NGUYEN, CINDY

	 LE, NHA

	 LE, HINH PHAN VAN

	 WANG, EDWARD

	 VU, PHUONG

	 VU, LUCY

	 VU, ANTHONY

	 VO, TUNG

	 VO, THONG THIEN

	 TRAN, KIM-LOAN T.

	 TRAN, HAU

	 TRINH, VINH T.

	 TOVAR, SANDRA

	 STRAHSBURG, SCOTT

	 SEGOVIA, ARTURO JR.

	 PEREZ, MIGUEL


  

 24 








 Exhibit E—Description/Diagram of Space 
  

 25 








 Exhibit F—Consigned Equipment 
  

	 CAJUN

	 	 	 	 	  	 LCR

	 	 	 	 	  	 LGC

	 	 	 	 
	 EQUIP.

	 	ATE S/N

	 	 PWAV
 ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#


	 Main Pallet
	 	2266	 	23098	  	 LCR ALIGNMENT
	 	2254	 	20167	  	 T-S, Final
 Ambient
	 	2240	 	16994
	 Gain/ Phase station—
 Manual
	 	CAJ.A.3119	 	 	  	 T/S—Final ATE
	 	2260	 	20062	  	 PWR
 ALIGNMENT
 (MANUAL)
	 	 2256, 2255,
 2214
	 	 020127,
 020128,
 020126

	 Error / Driver Mod
	 	RMA.T.2269	 	23089	  	 REWORK
	 	BENCH	 	N/A	  	 REWORK
	 	BENCH	 	 
	 Initial power check-
 Manual T-S station
	 	RMA.T.2265	 	21525	  	 ICQ Balancing
	 	2250	 	20123	  	 RF Alignment
	 	2258	 	20066
	 Initial power check/ 52
 deg test—FINAL ATE
	 	2264	 	23361	  	 RF Alignment
	 	2230	 	20125	  	 Burn-in
	 	#10	 	 
	 DC coverter check,
 switch check /
 Rework ASSY
	 	N/A	 	N/A	  	 Burn-in (RACK)
	 	RACK	 	 	  	 Final
 Ambient(Ambient,
 cold & hot)
	 	2259 2215	 	 020166,
 016990

	 PRE HEAT OVEN
	 	N/A	 	6008	  	 Final Ambient
	 	2260	 	20062	  	 Post Final
	 	2263	 	16997
	 Final Test, down load
 firmware, label,
 flight recorder—inv
 data
 (82 & 10dB)
	 	2267	 	23100	  	 Post Final
	 	2263	 	16997	  	 FINAL ASSY
	 	N/A	 	N/A
	 100 % Inspection
	 	N/A	 	N/A	  	 FINAL ASSY
	 	N/A	 	N/A	  	 Label machine
	 	N/A	 	18450
	 B.I (RACK)
	 	N/A	 	 	  	 CHILLER
	 	N/A	 	10740	  	 Label computer
	 	N/A	 	4378
	 HASA Test /
 Chamber
	 	 (HASA test to
 done temporarily
 on upgrade unit
 only)
	 	 	  	 Label machine
	 	N/A	 	12614	  	 IN-COMING
 RACK
	 	QTY.1	 	N/A
	 Final Test
	 	2268	 	23079	  	 Label computer
	 	N/A	 	5816	  	 IP RACK
	 	QTY.1	 	N/A
	 Final Assy. / 100%
 inspection
	 	QTY.1	 	N/A	  	 IN-COMING RACK
	 	QTY.1	 	N/A	  	 OUTGOING
 RACK
	 	QTY.1	 	N/A
	 Label machine
	 	N/A	 	N/A	  	 IP RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 
	 IN-COMING RACK
	 	QTY.1	 	N/A	  	 OUTGOING RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 
	 IP RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 	  	 	 	 	 	 
	 OUTGOING RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 	  	 	 	 	 	 

  

	 YOSEMITE

	  	 LINEAR

	 	 	 	 	  	 TURBO

	 	 	 	 
	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#


	 T-S/ Final
 (Ambient) Test
	 	2261	 	20063	  	 PRE D TEST
	 	LIN.A..244	 	N/A	  	 Main Amp ATE-
   PWR Mod
	 	4602	 	233382
	 Pallet Alignment
	 	2252	 	23092	  	 MAIN/ ERROR/
 DRIVER TEST
	 	LIN.T.163	 	21504	  	 ERROR/
 DRIVER TEST
	 	LIN.T.4613	 	21155
	 RF Alignment
	 	2253	 	20076	  	 T-S BENCH
	 	LIN.T.211	 	 	  	 Troubleshoot
 station/4-8
 tones
	 	LIN.T.4642	 	 
	 REWORK
	 	N/A	 	N/A	  	 REWORK
	 	BENCH	 	N/A	  	 REWORK
	 	BENCH	 	N/A
	 Burn-in
	 	Rack	 	 	  	 FF 1ST, 2ND
 LOOP, 4/8
 TONE TEST
	 	SEA.A.4513	 	 	  	 2ND LOOP/ 1st
 loop
	 	LIN.T.4611	 	 
	 Final (Ambient) Test
	 	2261	 	20063	  	 PRE TEST /
 FINAL TEST
	 	LIN.T.103	 	 	  	 pre test
	 	TBD	 	 
	 Post Final
	 	2263	 	16997	  	 FINAL TEST
	 	LIN.T.117	 	N/A	  	 FINAL ATE
	 	TBD	 	 
	 FINAL ASSY
	 	N/A	 	N/A	  	 ATE
	 	TBD	 	 	  	 PAF
	 	TBD	 	 
	 CHILLER
	 	N/A	 	10740	  	 B.I
	 	RACK#22	 	 	  	 B.I
	 	#30	 	 
	 SONY SCREW MACHINE
	 	N/A	 	 0150030,
 0230047
	  	 B.I
	 	RACK#24	 	 	  	 B.I
	 	#34	 	 
	 IN-COMING
 RACK
	 	QTY.1	 	N/A	  	 FINAL ASSY
	 	N/A	 	N/A	  	 FINAL ASSY
	 	N/A	 	N/A
	 IP RACK
	 	QTY.1	 	N/A	  	 IN-COMING
 RACK
	 	QTY.1	 	N/A	  	 IN-COMING
 RACK
	 	QTY.1	 	N/A
	 OUTGOING
 RACK
	 	QTY.1	 	N/A	  	 IP RACK
	 	QTY.1	 	N/A	  	 IP RACK
	 	QTY.1	 	N/A
	 	 	 	 	 	  	 OUTGOING
 RACK
	 	QTY.1	 	N/A	  	 OUTGOING
 RACK
	 	QTY.1	 	N/A

  

	 PARAGON

	 	 	  	 MAPLE

	 	 	 	 	  	 SEQUOIA

	 	 	 	 
	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#


	 POWER MOD
	 	T3621	 	23214	  	 TITAN
	 	TBD	 	TBD	  	 TITAN
	 	TBD	 	TBD
	 MAIN AMP
	 	3630	 	19018	  	 IMF
	 	TBD	 	TBD	  	 IMF
	 	TBD	 	TBD
	 ERROR/DRIVER
 TEST
	 	T3623	 	23211	  	 ANDROMEDA
	 	TBD	 	TBD	  	 ANDROMEDA
	 	TBD	 	TBD
	 CONTROLLER
	 	RACK.T.1012	 	19038	  	 2ND LOOP
	 	TBD	 	TBD	  	 S.I ATE
	 	TBD	 	TBD
	 T-S /TOP LEVEL
 ATE /PRE TEST
	 	T3613	 	19027	  	 S.I ATE
	 	TBD	 	TBD	  	 REWORK
	 	N/A	 	N/A
	 REWORK
	 	BENCH	 	N/A	  	 REWORK
	 	N/A	 	N/A	  	 FINAL ATE
	 	 	 	 
	 TOP LEVEL
 ATE / PRE TEST
	 	T3613	 	19027	  	 FINAL ATE
	 	 	 	 	  	 FINAL ASSY
	 	N/A	 	N/A
	 B.I/RACK & PAF
	 	N/A	 	23217	  	 B.I
	 	 	 	 	  	 B.I
	 	TBD	 	TBD
	 FINAL ASSY
	 	N/A	 	N/A	  	 FINAL ASSY
	 	N/A	 	N/A	  	 IN-COMING
 RACK
	 	QTY.1	 	N/A
	 IN-COMING
 RACK
	 	QTY.1	 	N/A	  	 OVER TEMP
	 	FLEX 5003	 	23065	  	 IP RACK
	 	QTY.1	 	N/A
	 IP RACK
	 	QTY.1	 	N/A	  	 OVER TEMP
	 	PEL50	 	11466	  	 OUTGOING
 RACK
	 	QTY.1	 	N/A
	 OUTGOING
 RACK
	 	QTY.1	 	N/A	  	 IN-COMING
 RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 
	 	 	 	 	 	  	 IP RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 
	 	 	 	 	 	  	 OUTGOING
 RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 

  

	 CHAMELEON

	  	 SEAHAWK

	  	 HURRICANE


	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#


	 CCA ERROR
 TEST
	 	3825	 	23003	  	 POWER MOD
	 	SEA.T.4610	 	21533	  	 DIGITAL
	 	2278	 	23002
	 CCA MAIN TEST
	 	3828	 	11184	  	 RF TUNE 1ST-
 LOOP
	 	4608	 	21531	  	 REWORK
	 	N/A	 	 
	 CCA PRE
 ERROR TEST
	 	3843	 	23006	  	 DIGITAL TEST
	 	SEA.T.4627	 	21546	  	 RF MANUAL
	 	2271	 	23337
	 CCA DRIVER
 TEST
	 	3842	 	23351	  	 REWORK ASSY
	 	N/A	 	 	  	 PRE TEST
	 	2273	 	23064
	 INPUT
	 	3877	 	19021	  	 PRE TEST
	 	SEA.T.4615	 	21526	  	 FINAL
	 	2272	 	23061
	 TEST IMF
	 	3894	 	21548	  	 B.I (RACK)
	 	N/A	 	 	  	 FINAL ASSY. /
 100% inspection
	 	QTY.1	 	 
	 HIPOT (A/C DC-
 DC CONV.)
	 	3895	 	23549	  	 FINAL ATE
	 	SEA.T.4617	 	21524	  	 IN-COMING
 RACK
	 	QTY.1	 	 
	 RF TUNE 2nd
	 	4020	 	23360	  	 FINAL ASSY
	 	N/A	 	N/A	  	 IP RACK
	 	QTY.1	 	 
	 RWK. ASSY.
	 	N/A	 	N/A	  	 IN-COMING
 RACK
	 	QTY.1	 	N/A	  	 OUTGOING
 RACK
	 	QTY.1	 	 
	 SI TEST ATE
 (DC/AC)
	 	4005	 	23082	  	 IP RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 
	 BURN IN (DC)
	 	TBD	 	 	  	 OUTGOING
 RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 
	 BURN IN (AC)
	 	TBD	 	 	  	 	 	 	 	 	  	 	 	 	 	 
	 ATE-FINAL TEST
 (DC/AC)
	 	4026	 	20169	  	 	 	 	 	 	  	 	 	 	 	 
	 FINAL ASSY. /
 100% inspection
	 	QTY.1	 	N/A	  	 	 	 	 	 	  	 	 	 	 	 
	 IN-COMING
 RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 	  	 	 	 	 	 
	 IP RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 	  	 	 	 	 	 
	 OUTGOING
 RACK
	 	QTY.1	 	N/A	  	 	 	 	 	 	  	 	 	 	 	 

  

	 TORNADO

	  	 CDMA

	 	 	 	 	  	 NTGS/ LOGAN/ CUSTOM


	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	  	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#


	 DIGITAL
	 	2278	 	23002	  	 Power module
 test
	 	LUC.T.803	 	21517	  	 RF Tune*
	 	 LIN.A.201 ,
 NORT.T.1509
 & 1510
	 	N/A
	 MAIN PALLET
	 	2276	 	23070	  	 REWORK ASSY
	 	N/A	 	N/A	  	 REWORK ASSY
	 	N/A	 	N/A
	 REWORK
	 	N/A	 	 	  	 Top level alignment
	 	 LUC.T.801
 & 802
	 	 21516 &
 21515
	  	 Burn-In RACK
	 	RACK	 	 
	 RF MANUAL
	 	2277	 	23338	  	 Rf overdrive
	 	LUC.T.807	 	21514	  	 Final ATE
	 	 1508,
 825
	 	 021519,
 021518

	 PRE TEST / FINAL
	 	2274	 	23067	  	 PRE-TEST /
 FINAL ATE
	 	LUC.T.809	 	21513	  	 ALARM STATION
	 	NORT.T.1505	 	N/A
	 FINAL
	 	2275	 	23349	  	 Burn in
	 	LUC.T.805	 	21512	  	 FINAL ASSY. /
 100% inspection
	 	N/A	 	N/A
	 FINAL ASSY. /
 100% inspection
	 	QTY.1	 	 	  	 Final ate
	 	LUC.T.806	 	21515	  	 IN-COMING
 RACK
	 	QTY.1	 	N/A
	 IN-COMING
 RACK
	 	QTY.1	 	 	  	 FINAL ASSY. /
 100% inspection
	 	N/A	 	N/A	  	 IP RACK
	 	QTY.1	 	N/A
	 IP RACK
	 	QTY.1	 	 	  	 CHILLER
	 	N/A	 	11513	  	 OUTGOING
 RACK
	 	QTY.1	 	N/A
	 OUTGOING
 RACK
	 	QTY.1	 	 	  	 IN-COMING RACK
	 	 	 	 	  	 	 	 	 	 
	 	 	 	 	 	  	 IP RACK
	 	 	 	 	  	 	 	 	 	 
	 	 	 	 	 	  	 OUTGOING RACK
	 	 	 	 	  	 	 	 	 	 

  

	 AWP

	 	 NOKIA BOOSTER

	 	 TIGER PAW


	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	 	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#

	 	 EQUIP.

	 	ATE S/N

	 	PWAV
ASSET#


	 Final ATE (AUTO)
	 	2208	 	21542	 	 BOOSTER TEST
 STATION
	 	RMA.T.2235	 	N/A	 	 EEPROM
 PROGRAM
	 	2218	 	6022
	 FINAL ASSY. /
 100% inspection
	 	N/A	 	N/A	 	 MANUAL TEST
 STATION
	 	NOT.T.1503	 	N/A	 	 REWORK ASSY / 100%
 inspection
	 	N/A	 	N/A
	 IN-COMING
 RACK
	 	QTY.1	 	N/A	 	 	 	 	 	 	 	 FINAL ATE
 (TEMP)
	 	2270	 	83792
	 IP RACK
	 	QTY.1	 	N/A	 	 	 	 	 	 	 	 Burn-In
	 	NO S/N	 	 
	 OUTGOING
 RACK
	 	QTY.1	 	N/A	 	 	 	 	 	 	 	 Final ATE
 (HOT/COLD)
	 	2217	 	10197
	 	 	 	 	 	 	 	 	 	 	 	 	 FINAL ASSY. /
 100% inspection
	 	N/A	 	N/A
	 	 	 	 	 	 	 	 	 	 	 	 	 IN-COMING
 RACK
	 	QTY.1	 	N/A
	 	 	 	 	 	 	 	 	 	 	 	 	 IP RACK
	 	QTY.1	 	N/A
	 	 	 	 	 	 	 	 	 	 	 	 	 OUTGOING
 RACK
	 	QTY.1	 	N/A

  

	 TDMA

	  	 	  	 	  	 OFFICE/CUBICLE
 SPACE

	  	 	  	 	  	 RAW MATERIAL

	  	 	  	 
	 EQUIP.

	  	ATE S/N

	  	PWAV
ASSET#

	  	 	  	PWAV
ASSET#

	  	QTY.

	  	 	  	PWAV
ASSET#

	  	QTY.


	 REWORK
	  	N/A	  	N/A	  	 CUBICAL FOR SUPERVISOR
	  	 	  	1	  	 IPK RACK
	  	N/A	  	20
	 DC Bias
	  	TBD	  	TBD	  	 CUBICAL FOR LEAD PERSONEL
	  	 	  	1	  	 	  	TOTAL	  	 
	 Burn-in
	  	TBD	  	TBD	  	 CUBICAL FOR MATERIAL HANDLER
	  	 	  	1	  	 	  	 	  	 
	 RF Alignment
	  	TBD	  	TBD	  	 CUBICAL FOR TOOLS & FIXTURES
	  	 	  	1	  	 	  	 	  	 
	 CHILLER
	  	TBD	  	TBD	  	 	  	TOTAL	  	 	  	 	  	 	  	 
	 FINAL (COLD/ HOT
 TEST)
	  	TBD	  	TBD	  	 	  	 	  	 	  	 	  	 	  	 
	 EEPROM FINAL
	  	TBD	  	TBD	  	 	  	 	  	 	  	 	  	 	  	 
	 FINAL ASSYM
	  	N/A	  	N/A	  	 	  	 	  	 	  	 	  	 	  	 
	 IN-COMING RACK
	  	QTY.1	  	N/A	  	 	  	 	  	 	  	 	  	 	  	 
	 IP RACK
	  	QTY.1	  	N/A	  	 	  	 	  	 	  	 	  	 	  	 
	 OUTGOING RACK
	  	QTY.1	  	N/A	  	 	  	 	  	 	  	 	  	 	  	 

  

	 INCOMING
 STAGING &
DAT
 ENTRY

	 	 	 	 	  	 DISPOSITION STAGING AREA

	 	 	  	 OUTGOING
 STAGING & DAT
 ENTRY

	 	 	 	 
	 	 	PWAV
ASSET#

	 	QTY.

	  	 	 	PWAV
ASSET#

	 	QTY.

	  	 	 	PWAV
ASSET#

	 	QTY.


	 ESD station
	 	n/a	 	1	  	 IPK RACK
	 	N/A	 	15	  	 Data entry HP-PC
	 	12041	 	1
	 Data entry HP-PC
	 	4288	 	1	  	 	 	TOTAL	 	 	  	 IPK RACK
	 	N/A	 	20
	 Data entry HP-
 Printer
	 	5230	 	1	  	 	 	 	 	 	  	 	 	TOTAL	 	 
	 HP-PC for Lead
 personnel report
	 	N/A	 	1	  	 	 	 	 	 	  	 	 	 	 	 
	 IPK RACK
	 	N/A	 	20	  	 	 	 	 	 	  	 	 	 	 	 
	 	 	TOTAL	 	 	  	 	 	 	 	 	  	 	 	 	 	 

  

 26