<PAGE>

                                                                   Exhibit 10.30

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                                1934, AS AMENDED.

                               PURCHASE AGREEMENT

                                       NO.

                      MADE AND ENTERED INTO BY AND BETWEEN

                                NOKIA CORPORATION
                                 NOKIA NETWORKS

                                       AND

                               ENDWAVE CORPORATION

                              ON DECEMBER 31, 2003

<PAGE>

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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
PREAMBLE
<S>               <C>
CLAUSE 1          DEFINITIONS
CLAUSE 2          OBJECT OF THE AGREEMENT
CLAUSE 3          PARTS
CLAUSE 4          PURCHASE ESTIMATES
CLAUSE 5          ORDERS
CLAUSE 6          PRICES
CLAUSE 7          TERMS OF PAYMENT
CLAUSE 8          TERMS OF DELIVERY AND PASSING OF TITLE
CLAUSE 9          PACKING
CLAUSE 10         DELIVERY TIMES
CLAUSE 11         RE-SCHEDULING AND CANCELLATION
CLAUSE 12         INSPECTIONS
CLAUSE 13         QUALITY REQUIREMENTS
CLAUSE 14         AVAILABILITY OF THE PARTS AND DISCONTINUATION OF PRODUCTION
CLAUSE 15         FACILITY SURVEYS
CLAUSE 16         WARRANTIES
CLAUSE 17         LIABILITY
CLAUSE 18         ENVIRONMENTAL MANAGEMENT AND COMPLIANCE WITH LAWS
CLAUSE 19         MANUFACTURING RIGHTS, INTELLECTUAL PROPERTY RIGHTS AND TOOLING
CLAUSE 20         CONFIDENTIALITY
CLAUSE 21         EVENTS OF FORCE MAJEURE
CLAUSE 22         EFFECTIVE DATE AND TERM
CLAUSE 23         REPORTABLE EVENTS AND TERMINATION FOR DEFAULT
CLAUSE 24         GOVERNING LAW AND SETTLEMENT OF DISPUTES
CLAUSE 25         FINAL PROVISIONS

Appendix 1        The Parts, Prices, Discounts and Price Validity
Appendix 2        Intentionally Omitted
Appendix 3        Quality Requirements and Workmanship Standards
Appendix 4        Warranties and Support
Appendix 5        Logistics Appendix
Appendix 6        Intentionally Omitted
Appendix 7        Product Liability Insurance
Appendix 8        Mandatory Environmental Requirements
</TABLE>

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.
<PAGE>

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                               PURCHASE AGREEMENT

THIS  AGREEMENT,  made and  entered  into this day of  December  31, 2003 by and
between

NOKIA CORPORATION, represented through its Nokia Networks business group, a
company incorporated under the laws of Finland with its principal office at
Keilalahdentie 4, 02150 Espoo, Finland

AND

ENDWAVE CORPORATION, a company incorporated under the laws of the State of
Delaware, USA, with its principal office at 990 Almanor Avenue, Sunnyvale, CA
94085, USA.

CLAUSE 1
DEFINITIONS

For the purposes of this Agreement the following definitions shall govern (and
where the context so admits the singular shall include the plural and vice
versa):

"Affiliate"
of Nokia Corporation or Endwave Corporation shall mean an entity

(i)      which is directly or indirectly controlling such Party;

(ii)     which is under the same direct or indirect ownership or control as such
         Party; or

(iii)    which is directly or indirectly owned or controlled by such Party.

For these purposes, entity shall be treated as being controlled by another if
that other entity has fifty percent (50 %) or more of votes in such entity, is
able to direct its affairs and/or to control the composition of its board of
directors or equivalent body.

"Agreement"

shall mean this Purchase Agreement and all its Appendices as well as any
amendment or addenda that may subsequently be agreed upon in writing between the
Parties.

"Appendix"

shall mean a document that the Parties will, by mutual agreement, sign and
attach to this Agreement on the Effective Date or at any time during the term of
this Agreement. All Appendices shall be subject to the terms and conditions of
this Agreement. In the event of a conflict between the terms of an Appendix and
the terms of this Agreement, the terms of this Agreement shall prevail.

"Buyer"

shall mean Nokia Corporation and its Affiliates. The abbreviations "NET", "NTC"
and "Nokia" are also used as to identify Buyer in the Appendices and other
documents attached or referred to in this Agreement and in the daily
correspondence and communications between the Parties.

"Consumption"

means the moment when a Part is taken from [*] for Buyer's use, as defined in
detail in the Logistics Appendix.

"Delivery Date"

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.
<PAGE>

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shall mean the date on which Seller shall have successfully completed the
delivery of all the Parts, which meet all of the requirements set forth under
this Agreement, as ordered under the Order and/or as may be further defined
under the Logistics Appendix.

"Development Agreement"

shall mean that agreement dated September 9, 2003 between the Parties in
accordance with which Seller will design, develop, and/or test for Buyer's
approval certain new Parts that Buyer may elect to have Seller furnish to Buyer
under this Agreement.

"EDI Agreement"

shall mean an Electronic Data Interchange ("EDI") agreement, that the Parties
may elect to enter into, in which the Parties agree and define the use of EDI in
the purchase and sales of the Parts under this Agreement.

"Effective Date"

shall mean the date mentioned first above, i.e. the date of signing of this
Agreement.

"[*]"

shall mean [*] issued by the [*].

"Intellectual Property Rights"

shall mean patents (including utility models), design patents, mask work and
designs (whether or not capable of registration), chip topography rights and
other like protection, copyright, trademark and any other form of statutory or
common law protection of any kind and applications for any of the foregoing
respectively as well as any trade secrets.

"Lead Times"

shall mean the time period, which is mutually agreed in writing by the Parties,
from the date of issuing an Order to the Delivery Date of the ordered Parts to
Buyer. The maximum Lead Times are set forth in Appendix 5.

"Logistics Appendix"

shall mean the documents attached hereto as Appendix 5, which describe the
logistics procedures for forecasting, ordering, shipping and invoicing the
Parts. Each of Buyer's sites and/or Affiliates may create a Logistics Appendix
in conjunction with Seller in order to specify the procedures unique to that
particular site and/or Affiliate and which procedures are not otherwise covered
by the Purchase Agreement.

"Manufacturing Information"

shall mean Specifications and other technical and commercial documentation and
information, irrespective of its form, necessary for the manufacturing of
Part(s) by Supplier (including without limitation and as applicable, information
on Supplier's suppliers, sub-suppliers and subcontractors, from which it
procures Third Party Components (if any) and raw materials for Part(s) and its
contract manufacturers and other subcontractors participating in the
manufacturing of Part(s)).

"Nokia Bank Link Policy"

shall mean Nokia's centralized system for payments pursuant to which all
invoices maturing during a working week (i.e. Monday through Friday) are
consolidated and paid on one predetermined business day

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                       4.
<PAGE>

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during that same week irrespective of the invoice due date. At the moment, the
payment day is Wednesday, but the payment day is subject to change by Nokia at
any time without notice.

"Nokia Direct Competitor"

shall mean [*]., or any other major company with a broad product portfolio whose
primary business is telecom infrastructure and in addition [*].

"Order"

shall mean a single purchase order submitted by Buyer to Seller.

"Part"

shall mean each individual mutually agreed object of the sale and purchase
hereunder, which Buyer may buy by issuing an Order or Spot Order to Seller. The
Parts are listed in Appendix 1.

"Party" and "Parties"

refer to Seller and/or Buyer.

"Quality Requirements"

shall mean the document that specifies the quality requirements to which all of
the Parts shall materially conform. The Quality Requirements are set forth in
Appendix 3.

"Seller"

shall mean Endwave Corporation.

"Spot Order"

shall mean a type of purchase order that Buyer may submit to Seller for delivery
directly to Buyer (i.e., not to the [*]), as further described in this
Agreement. Unless expressly noted otherwise, the term "Order" shall not include
"Spot Order."

"[*]" or "[*]"

means an [*] in a [*] or at [*], in which [*] and to which [*] the [*] to [*]
the [*] of the [*] by [*], as [*] in [*]. Delivery and purchase of the [*] be
[*] to take place [*] when [*] the [*] and the [*] to the [*]. The [*] shall
further [*] the [*] of and [*] and [*] the [*] model.

"Specifications"

shall mean the applicable requirements, agreed upon by Buyer and Seller in
writing, to which each of the Parts must strictly conform to in order for the
delivery of such Parts to be successfully completed. The Specifications are set
forth in the document entitled, "[*] GHz Integrated Microwave Module
Specifications"

"Tooling"

shall mean the moulds, casting moulds, manufacturing, testing and other tools,
drawings and technical documents, which Seller produces or which are produced
for him.

"Third Party Component"

shall mean any hardware and/or software component or part of any Part, to the
extent Intellectual Property Rights in the component are not (i) held by
Supplier or (ii) licensed to Supplier by Nokia.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                       5.
<PAGE>

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CLAUSE 2
OBJECT OF THE AGREEMENT

2.1      Seller wishes to sell to Buyer and Buyer wishes to purchase from
         Seller, in accordance with the terms and conditions hereof, certain
         Parts for which Buyer may elect to place Orders or Spot Orders from
         time to time and which are listed in Appendix 1 hereto and which are
         manufactured and/or marketed by Seller in accordance with the
         Specifications. The Parties further agree that all Buyer's purchase
         orders to Seller for the Parts shall be made under the terms and
         conditions of this Agreement.

2.2      Those Affiliates of Buyer that agree in writing to the terms of this
         Agreement may place Orders or Spot Orders for the Parts to Seller in
         their own name and for their own account under the terms and conditions
         of this Agreement.

CLAUSE 3
PARTS

3.1      The Parts to be supplied hereunder are listed in Appendix 1 hereto.

3.2      Each Part that Seller delivers hereunder must strictly conform to the
         Specifications, the Quality Requirements and the Environmental
         Requirements set forth under this Agreement.

3.3      With the exception of changes made to a Part by Seller pursuant to
         Clause 16 or Clause 19.7, any changes in the design or in the
         manufacturing process of the Parts, which change may affect the
         quality, reliability, interchangeability, availability, fit, form or
         function of the Parts, are subject to Buyer's written approval given
         prior to the implementation of any such change.

3.4      The Parties may, upon mutual agreement, amend Appendix 1 to include any
         new item to, or to delete any item from, the definition of Parts.

3.5      The Parts are subject to US export regulations. Seller agrees to
         provide Buyer, upon request, with all information necessary to
         accurately classify the Parts under any applicable export regulations,
         including but not limited to the US Bureau of Export Administration
         regulations.

3.6      Buyer may request that Seller label the Parts with serial numbers
         provided by Buyer, and Seller may not unreasonably deny such request.

CLAUSE 4
PURCHASE ESTIMATES

4.1      The Parties hereto acknowledge that the purchase volumes set out in
         Appendix 1 hereto, or in any estimates or other forecasts provided by
         Buyer to Seller, are regarded as estimates only based on the best
         assumptions of Buyer and they are provided for Seller's planning
         purposes. Purchase estimates shall not be regarded as binding purchase
         orders under any circumstances. Buyer shall be under no obligation to
         purchase any specific quantity of the Parts from Seller, unless
         otherwise expressly agreed in Appendix 1. Any actions taken by Seller
         based on such forecasts shall be taken at Seller's risk.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                       6.
<PAGE>

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4.2      The Buyer shall buy from the Seller and Seller agrees to sell the Buyer
         no less than the minimum quantities of Parts set forth in Appendix 1.

CLAUSE 5
ORDERS

5.1      Buyer may place Orders or Spot Orders for the Parts by mail, by
         telefax, by EDI in accordance with the EDI Agreement, or in any other
         mutually agreed way.

5.2      The method of placing Orders and Spot Orders shall be governed by the
         Logistics Appendix in respect of each of Buyer's sites and/or
         Affiliates. However, if the Order or Spot Order placing method is not
         defined in the Logistics Appendix, Seller shall forthwith and not later
         than five working ( 5) days from the receipt of the Order send Buyer an
         acknowledgement of such Order or Spot Order. If such acknowledgement is
         not received by Buyer within the above defined time period, the said
         Order shall be deemed to be accepted by Seller and to be in force as
         such.

5.3      Seller shall use its best endeavours to supply the minimum number of
         applicable Parts in accordance with the Logistics Appendix attached as
         Appendix 5, and Seller shall use reasonable efforts to meet any
         quantities exceeding such minimums.

5.4      In case Buyer's Order or Spot Order, Seller's confirmation of Order or
         Spot Order or Seller's invoice contain terms and conditions, which are
         in discrepancy with, or attempt to amend, or change in any way this
         Agreement, such terms and conditions shall be regarded as null and
         void.

CLAUSE 6
PRICES

6.1      The prices, the validity period for such prices, and the discounts for
         the Parts are provided in Appendix 1.

6.2      The Buyer reserves the right to request to renegotiate the prices at
         any time.

6.3      All changes in prices shall become effective upon written agreement.

6.4      All prices are exclusive of all taxes and expressed in [*]. All duties,
         levies and income taxes imposed by any governmental authorities of the
         United States in respect of payments due herein shall be to the account
         of, and the sole responsibility of Seller. All duties, levies and taxes
         imposed by the authorities of any other jurisdiction in respect of
         payments due herein shall be to the account of, and the sole
         responsibility of, Buyer.

CLAUSE 7
TERMS OF PAYMENT

All payments under this Agreement shall be made [*] days from the date of
receipt of the Seller's invoice subject to Nokia Bank Link Policy. Buyer's
obligation to pay such invoice is conditional on the following:

(a)      Seller has delivered, in accordance with this Agreement, the full
         quantities of the Parts requested in the respective Order or Spot Order
         (and reflected in Seller's invoice);

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                       7.

<PAGE>

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(b)      the delivered Parts strictly conform to the Specifications and the
         Quality Requirements.

         Buyer is entitled to withhold payment in respect of a delivery of the
         Parts, which delivery is not fulfilled in accordance with the
         requirements set forth under subClauses (a) and (b) above, until the
         delivery is completed to comply with the said subClauses.
         Notwithstanding the above, if partial delivery is accepted in writing
         by Buyer in accordance with Clause 10.4 below, then Seller shall be
         entitled to invoice Buyer accordingly and Buyer will pay such invoice
         within [*] days of its receipt, subject to Nokia Bank Link Policy. In
         the event that payment is not made within such [*] days, however,
         subject to the Nokia Bank Link Policy, Buyer shall pay a penalty of [*]
         per cent per annum, not to exceed the rate of [*] per cent per month,
         of the amount owed to Seller.

CLAUSE 8
TERMS OF DELIVERY AND PASSING OF TITLE

8.1      The terms of delivery are defined in accordance with [*] The terms of
         delivery are [*], [*] facilities, unless otherwise agreed or provided
         in the Agreement or the Logistics Appendix.

8.2      Delivery will be deemed to be complete upon Seller's delivery to a
         common carrier at Seller's (or Seller's agent's) facilities
         ("Delivery"). Title to the Parts shall pass to Buyer upon Delivery in
         case of a Spot Order or upon Consumption in case of an [*]. The risk of
         loss will pass to Buyer upon Delivery. Buyer will insure all Parts upon
         Delivery and until Consumption, and will indemnify Seller for any
         damages, losses, or liabilities due to damage to the Parts after
         Delivery and until Consumption.

CLAUSE 9
PACKING

9.1      Seller's obligations for packing and packaging include, without
         limitation, the following: (i) all Parts shall be packed and packaged
         by Seller for protection during shipment, handling, and storage in
         strict conformance with Buyer's written requirements as of the date of
         this Agreement, , and otherwise in accordance with industry standard
         commercial practice; (ii) highly polished, highly finished, or
         precision Parts or those that might be sensitive to stresses of
         temperature or moisture, or electro-static or electro-magnetic charges,
         are to be properly preserved and packed in containers which will afford
         physical protection against any damage and deterioration from those or
         any other causes. Any Parts packed with nonconforming packing and/or
         packaging are, upon request of Buyer, subject to rejection and
         repackaging at Seller's expense. The prices for the Parts shall include
         the cost of packing and packaging in accordance with Buyer's written
         requirements as of the date of this Agreement as required to prevent
         any deterioration or damage to the Parts during transportation and
         subsequent storage. Seller shall indemnify Buyer against any damage
         that the Parts suffer due to nonconforming packaging and/or packing.

9.2      Seller shall use reasonable efforts to use packing and packaging
         material that can be recycled.

9.3      Further details on packing and packaging may be set forth in the
         Logistics Appendix and/or in the Specifications.

9.4      If Buyer directs Seller to mark or label any Parts with a trade name,
         trademark, logo or service mark owned or licensed by Buyer ("Buyer
         Identification"), Seller shall apply the marking or labeling only on
         the quantity of Parts and in the manner specified in Buyer's written
         instructions.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                       8.
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         Seller shall not sell nor otherwise dispose of, nor permit the sale or
         disposal of, any Parts bearing any Buyer Identification (including any
         reject Parts) to anyone other than Buyer without first obtaining
         Buyer's express written consent and first removing all Buyer
         Identification. Upon termination or expiration of this Agreement any
         materials bearing Buyer's Identification shall be delivered to Buyer,
         destroyed, or deconstructed, in Seller's sole discretion.

9.5      With reference to Clause 3.6 the packages shall bear the same serial
         number as the corresponding Parts.

CLAUSE 10
DELIVERY TIMES

10.1     Subject to the provisions of this Clause 10, time shall be of the
         essence in this Agreement.

10.2     The Delivery Dates, unless otherwise set forth in the Logistics
         Appendix, shall be defined in the Order or Spot Order of Buyer, as
         acknowledged by Seller. Any changes to the mutually agreed Delivery
         Date are subject to the prior written approval of Buyer. The maximum
         Lead Times for the Parts are specified in the Logistics Appendix.

10.3     Buyer is not obligated to take the Parts into its possession before the
         agreed Delivery Date.

10.4     Partial deliveries are not allowed, unless expressly accepted in
         writing on a case by case basis by Buyer prior to the respective
         delivery.

10.5     If Seller cannot deliver the Parts in accordance with the agreed Lead
         Times and on the mutually agreed Delivery Date, then Seller shall as
         soon as Seller becomes or should have become aware of the delay inform
         Buyer thereof in writing. Such notice shall be entitled "Notice of
         Delay" and signed by Seller, and shall also include:

         (a)      identification of which kind and what quantities of the Parts
                  will be delayed;

         (b)      the anticipated duration of delay for each kind and quantity;

         (c)      the cause(s) of the delay;

         (d)      the actions that Seller is taking and will take to remedy or
                  shorten the delay; and

         (e)      a proposal, for Buyer's approval, of a new Delivery Date for
                  each kind and quantity of the delayed Parts, together with a
                  clear, firm commitment to treat such new Delivery Date as
                  contractual and to make the deliveries by such date.

         In order to avoid any delay in delivery, Seller shall use best efforts
         (such as, but not limited to, expedited freight), at the cost of
         Seller, to minimize the possible delay. The remedies provided in this
         Clause 10.5 and in 10.6 shall be Buyer's sole and exclusive remedies,
         and Seller's sole and exclusive obligations, for any late delivery of
         Parts.

10.6     If Buyer does not agree with Seller's proposal for the new Delivery
         Date submitted in accordance with Clause 10.5 above, and if the
         respective delivery of the Parts is delayed [*] business days or more
         from the agreed Delivery Date due to reasons other than an Event of
         Force Majeure (as set

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                       9.
<PAGE>

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         forth below in Clause 21), then Buyer shall have the right to terminate
         the respective delivery without any liability to Seller.

CLAUSE 11
RE-SCHEDULING AND CANCELLATION

11.1     Unless otherwise agreed in the Logistics Appendix, Buyer may, without
         any liability to Seller, by written notice sent to Seller not less than
         [*] weeks prior to the intended Delivery Date, re-schedule the
         respective delivery to take place within [*] months following the
         intended Delivery Date.

11.2     Unless otherwise agreed in the Logistics Appendix, Buyer may, without
         any liability to Seller, by written notice sent to Seller not less than
         [*] weeks prior to the intended Delivery Date, cancel the respective
         delivery for its convenience upon a written notice thereof to Seller.

CLAUSE 12
INSPECTIONS

12.1     Buyer may inspect the Parts upon delivery or receipt at the [*]
         location to ascertain correct quantities and whether there exists any
         visible damage or deviation from the Order or Spot Order in the Parts
         delivered. In such case Buyer is entitled to treat the Order or Spot
         Order as discharged either in whole or in part. If Buyer rejects a Part
         for noncompliance with the Specifications or the Quality Requirements,
         Seller agrees to replace such damaged or incorrect Part and deliver a
         replacement Part in order to meet the correct quantities without delay.
         Such replacement and/or additional deliveries shall be completed and
         invoiced within [*] hours (or within the time period specified in the
         Logistics Agreement) from the receipt by Seller of Buyer's written
         notice. Buyer has the right to deduct the value of Parts that are
         rejected (and not replaced) or undelivered from Seller's invoice, and
         Buyer shall provide Seller with a corresponding debit note. If Buyer
         has paid for the rejected (and not replaced) Part, Seller shall on the
         request of Buyer provide a corresponding credit note. Upon Seller's
         request, Buyer shall provide its inspection report to Seller without
         delay. Buyer shall keep any rejected Parts available for Seller for [*]
         weeks from the date of inspection, unless otherwise agreed upon between
         the Parties. Any return of the Parts shall be made at Seller's expense.
         If Buyer does not reject any Part, as provided in this Clause 12.1,
         within [*] days from Delivery (in case of a [*] or Consumption (in case
         of Order - [*]), the part will be deemed to be accepted.

12.2     Any acceptance of the Parts by Buyer, with or without inspection, shall
         not reduce Seller's responsibility to warrant that the Parts meet the
         Specifications and Quality Requirements. Acceptance of the Parts shall
         not limit Buyer's right to make warranty claims relating to the Parts
         or to complete deliveries.

CLAUSE 13
QUALITY REQUIREMENTS

13.1     Seller warrants that it shall manufacture the Parts strictly in
         accordance with the Specifications. Seller also warrants that it shall
         at all times materially adhere to the Quality Requirements and the
         workmanship standards set forth in Appendix 3 hereto. Seller shall be
         responsible for taking preventive and corrective actions to ensure
         continuity of compliance with Specifications, Quality Requirements and
         workmanship standards.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      10.
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13.2     Seller shall provide a list [*] of the Parts prior to the beginning of
         the serial production phase. [*], which shall not be unreasonably
         withheld or delayed. Seller shall always remain responsible for the
         supply of such subcontractors.

13.3     [*].

CLAUSE 14
AVAILABILITY OF THE PARTS AND DISCONTINUATION OF PRODUCTION

14.1     Buyer shall at least [*] months prior to the end of this Agreement
         provide Seller with a notice whether Buyer desires to renew the
         Agreement or place an end-of-life Order. In case of an end-of-life
         Order, Such Parts shall be delivered in one or more partial deliveries,
         in accordance with Buyer's Orders, within [*]months from the end of the
         Agreement.

CLAUSE 15
FACILITY SURVEYS

15.1     Buyer reserves the right, by itself or through its appointed
         representative, during regular business hours and following reasonable
         notice to Seller, to inspect Seller's physical facilities or quality
         control procedures, or to conduct environmental management system
         audits, both prior to the first delivery of the Parts under this
         Agreement and periodically thereafter, in order to verify compliance
         with the Specifications, Quality Requirements, and other standard
         industry practices and procedures. Seller shall afford a similar
         inspection right to Buyer's customers upon request. Such survey shall
         be subject to a prior written Non-Disclosure Agreement.

         Seller shall maintain quality control procedures mutually agreed upon
         by the Parties as a result of such facility survey. In the event that
         Buyer determines during any facility survey, that the quality
         procedures applied by Seller are insufficient as to ensure consistent
         production of Parts which are strictly in conformance with
         Specifications and the Quality Requirements, then Buyer shall
         specifically inform Seller thereof and recommend corrective measures to
         be undertaken by Seller. Seller hereby agrees to work together in good
         faith with Buyer to establish mutually agreeable corrective actions.
         [*]

15.2     Seller agrees that it shall deliver to Buyer, within [*] days from the
         Effective Date of the Agreement, a detailed disaster recovery plan (the
         "Recovery Plan"). The Recovery Plan shall define the actions Seller
         shall take to resume production of the Parts as soon as possible after
         damage to or destruction of Seller's factory or other facilities, or
         machinery, personnel, software, documentation and/or supply management.
         Such events include, without limitation, fire, water damage, flood,
         main power shortage, power surges or spikes, computer system failure,
         earthquake and Events of Force Majeure. The Recovery Plan shall also
         include alternative processes for resuming production of the Parts by
         opening an alternative facility or setting up the necessary equipment
         and assembly lines in an existing factory of Seller and/or of its
         Affiliates.

         Seller agrees that should any of the events referred to in this Clause
         15.2 or in Clause 21 of the Agreement occur, it shall promptly
         implement the steps detailed in the Recovery Plan to the full extent
         and shall take all other necessary measures to resume the performance
         of its obligations under this Agreement in the shortest time possible.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      11.
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CLAUSE 16
WARRANTIES

16.1     Seller hereby gives a warranty for each Part delivered to receiver's
         facility under this Agreement for a period of [*] months from the
         Delivery of the respective Part ("Warranty Period"). The warranty
         provided hereunder shall include that each Part initially delivered
         under Clause 8 shall:

         16.1.1   Upon delivery, be new, unused and in good working order; and

         16.1.2   Be free from all defects (including without limitation,
                  defects in materials, and/or workmanship), excluding defects
                  in design as provided by Buyer; and

         16.1.3   Be of the highest quality required by the Specification and
                  the Quality Requirements, and strictly conform to the
                  Specifications and the Quality Requirements.

         Any breach or non-conformance with or deviation from the warranty set
         out in Clause 16.1 shall be referred as "Defect" in this Agreement.

16.2     Seller shall repair or replace, at its own option and cost and without
         delay, all Defects in the Parts delivered under the Agreement that
         appear within the Warranty Period.

         If the remaining Warranty Period for the repaired and/or replaced Part
         is [*] from the date of Delivery of the repaired or replaced Part.
         However, the Warranty Period for any specific Part shall not be
         extended, as provided in the prior sentence, more than once.

16.3     If the Parties mutually agree on case by case basis that Buyer shall
         undertake the repair or replacement of a Defect in a Part on behalf of
         Seller, Seller shall compensate Buyer for [*]

16.4     If a [*] which (a) [*] from [*] and (b) [*] with [*] or [*] or [*]

         [*] the [*] of the [*], and [*] and [*] for the [*]

         [*] for [*] under this Clause 16.4, [*] For purposes of this Clause,
         [*] under this Clause 16.4 [*]

         [*] means [*] that [*] and thereafter [*] and [*] the [*] the [*] the
         [*] and [*] the [*] would [*] the [*] [*] at the [*] and [*] and [*]
         for [*] by [*] Each [*] is [*] or an [*] the [*]

         The agreement [*] and [*] this Clause 16.4 and [*]

         If [*] or [*] within [*] by the [*] the [*] of the [*] based on [*]
         from the [*] In such [*] to [*] and/or [*]

         This Clause 16.4 sets forth [*] and [*] with respect to [*]

16.5     Notwithstanding any conflicting provision in this Agreement (except
         Clause 16.4), Seller's sole and exclusive obligation, and Buyer's sole
         and exclusive remedy, for breach of any of Seller's warranties under
         this Agreement will be, at Seller's option, to (a) repair the defective
         Part to correct the defect; (b) replace any such Part at no additional
         charge; or (c) accept the return of any such Part and issue a refund
         equal to the purchase price of such defective Part.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      12.
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16.6     EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTS ARE PROVIDED
         "AS IS" WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND AND SELLER
         DISCLAIMS FOR ITSELF AND ON BEHALF OF ITS SUPPLIERS ALL OTHER
         WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER
         EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE
         WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT OR
         FITNESS FOR A PARTICULAR PURPOSE.

CLAUSE 17
LIABILITY

17.1     Seller shall defend, indemnify and hold Buyer and its officers,
         directors employees and customers harmless from and against all damage,
         claims, demands, suits, proceedings, damages, costs, expenses and
         liabilities, including without limitation, reasonable legal fees
         brought against Buyer by an unaffiliated third party for

         (i) injury to persons, including death; and/or

         (ii) loss or damage to any property; and/or

         any other liability resulting from any acts or omissions of Seller in
         the performance of this Agreement and/or a failure of the Parts to
         conform to the Specifications and the Quality Requirements. Seller
         shall maintain in force and upon request give evidence of adequate
         insurance covering its potential liability under this Clause 17.1.
         Buyer shall on its behalf indemnify and hold Seller Buyer and its
         officers, directors employees and customers harmless from and against
         all damage, claims, demands, suits, proceedings, damages, costs,
         expenses and liabilities, including without limitation, reasonable
         legal fees brought against or incurred by Seller for

         (iii) injury to persons, including death; and/or

         (iv) loss or damage to any property; and/or

         (v) any other liability resulting from any acts or omissions of Buyer
         in the performance of this Agreement.

         Without prejudice to the generality of the above, Seller shall maintain
         on a continuous basis a product liability insurance (or a general
         liability insurance which includes coverage for product liability) with
         an insured amount of not less than [*] per each occurrence. If the
         sales of the Parts under this Agreement include sales to Nokia's US
         affiliates, Seller shall further maintain on a continuous basis an
         insurance in accordance with Appendix 7.

         As a condition to such indemnification, each indemnitee shall (i) give
         the indemnitor notice of the relevant claim; (ii) cooperate with the
         indemnitor, at the indemnitor's expense, in the defense of such claim;
         and (iii) give the indemnitor the right to control the defense and
         settlement of such claim subject to Clause 17.3 below.

17.2     Neither Party shall be liable to each other in contract, tort or
         otherwise, whatever the cause thereof, for any indirect, special,
         punitive or consequential damage, including but not limited to loss of
         business or goodwill, loss of revenue or loss of profits, howsoever
         arising under or in connection with this Agreement, except in cases of
         intentional misconduct or gross negligence. For the purposes of this
         Clause 17.2 gross negligence shall mean willful default in the United
         Kingdom.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      13.
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17.3     Seller shall use counsel reasonably satisfactory to Buyer to defend
         indemnification claims under Clause 17.1 or Clause 19.7 (each a
         "Claim"). If Buyer reasonably determines that any Claim or any proposed
         Claim settlement might adversely affect any Buyer indemnitees, Buyer
         may take control of the investigation, defense and/or settlement of the
         Claim at Buyer's risk and expense. If Buyer elects to do so, Buyer and
         its attorneys shall proceed diligently and in good faith. Seller will
         not agree to a settlement of any Claim prior to a final judgement
         thereon without the prior written consent of Buyer, which consent shall
         not be unreasonably withheld.

         Notwithstanding the indemnifying party's primary right to have control
         over defense, the indemnitee may take all necessary steps, at the
         expense of the indemnifying party, to defend itself until the
         indemnifying party, to the reasonable satisfaction of the indemnitee,
         assigns a counsel and initiates defense in a professional manner, and
         the indemnifying party agrees to fully cooperate with such defense.

CLAUSE 18
ENVIRONMENTAL MANAGEMENT AND COMPLIANCE WITH LAWS

18.1     Seller shall comply with the principles of the Business Charter for
         Sustainable Development (published by the International Chamber of
         Commerce in 1991) for environmental management. Buyer encourages the
         adoption of the principles therein by Seller and its subsuppliers and
         subcontractors. Buyer may, where appropriate, request improvements in
         Seller's practices to ensure compliance with the said principles and
         the Nokia Supplier Requirements for the environment.

         Seller shall be committed to ethical conduct and respect for human
         rights in the spirit of internationally recognized social and ethical
         standards, e.g. SA8000. Seller further agrees to monitor the ethical
         performance of its suppliers and subcontractors and take prompt steps
         in cases where ethical performance of its suppliers or subcontractors
         comes into question.

18.2     Seller shall inform Buyer on request, of all substances and compounds
         by weight in the Parts supplied as set out in Appendix 8 Mandatory
         Environmental Requirements.

         Seller further shall, upon request, provide Nokia with instructions for
         disassembly, re-use and end-of-life treatment of the Parts, and with
         any other information that Nokia may need (and request in writing)
         based on statutory requirements.

         Seller shall in designing of the Parts and in manufacturing and
         delivery of the Parts strictly comply with the Environmental
         Requirements and the schedule set forth in Appendix 6 of this
         Agreement. Seller warrants that each Part that Seller delivers
         hereunder strictly conforms to such requirements. In case any Part does
         not strictly conform to the Environmental Requirements as they exist at
         the time of delivery, and where the law requires selective end-of-life
         treatment for such Parts, Seller shall reimburse Buyer for any
         Additional Processing Costs incurred by Buyer in connection with
         Buyer's selective end-of-life treatment for such Parts up to the
         Reserve Cap (as that term is defined in Clause 16.4) available at the
         time of the end-of-life treatment. "Additonal Processing Costs" means
         the costs that are in excess of the costs that would have been incurred
         by Buyer if the applicable Parts would have been in conformance with
         the Environmental Requirements.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      14.

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         This Clause 18.2 sets forth Seller's sole and exclusive obligation, and
         Buyer's sole and exclusive remedy, with respect to any end-of-life
         treatment of the Parts.

18.3.    Seller has implemented an environment management system (EMS) based on
         the basic principles of ISO 14001 standard by January 1, 2002.

18.4.    Seller agrees that Seller shall in the manufacturing of the Parts
         diligently follow all applicable laws, statutes and regulations.

CLAUSE 19
MANUFACTURING RIGHTS, INTELLECTUAL PROPERTY RIGHTS AND TOOLING

19.1     [*]

         [*]after the effective date of this Agreement, Nokia and Seller will
         enter into a [*] with a [*] selected [*] (the [*]). Pursuant to the
         [*], Seller will promptly deposit with the [*] shall, upon request,
         demonstrate to the reasonable satisfaction of Nokia that the contents
         do comply with said requirements.

19.2     [*]

         Under the terms of the [*], Nokia will have the right to obtain the [*]
         in the event that [*] occurs:

         (1)      a [*] by [*] a [*] under [*], which [*] is [*] within [*],
                  which [*], in a [*] the [*] to the [*] and [*] the [*] to be
                  [*]

         (2)      [*] for [*] of [*] or [*], making [*] for the [*] of [*] or
                  [*] the [*] or a [*] of the [*] or [*] to [*] any [*] of its
                  [*] to [*], and [*] with [*] of the [*] to [*] and [*] under
                  [*], which [*] is [*] within a [*], which [*], in a [*] the
                  [*] to the [*] and [*] the [*] to be [*].

         (3)      a [*] in [*] in or [*] over [*] in [*] obtaining [*] over [*],
                  and [*] to [*] and [*] for [*] in [*] of the [*].

19.3     Manufacturing License

         In the event of a [*], Seller grants to Nokia and its Affiliates [*]
         and [*] and [*] the [*] to [*] or [*], that [*] and [*] from and [*]
         and [*] by [*] where [*] and [*] are [*] to [*], and [*] and [*]. For
         the [*] for [*] that [*]. In addition [*] also provide [*] in getting
         [*] from which it [*]

         Nokia hereby covenants and agrees that [*] shall only be exercisable if
         and when a [*] occurs. Nokia hereby further covenants and agrees that
         if a [*] occurs and (i) thereafter the Seller has been able to cure its
         breaching situation mentioned in Clauses 11.2 (1) - (3) for a
         continuous period of [*], and (ii) the Seller has the capability to
         accept and fulfil orders for Products under the Purchase Agreement, and
         (iii) the Seller agrees to purchase from Nokia any raw materials or
         Third Party Components that Nokia has purchased and committed to in
         order to exercise its rights [*], then Nokia will purchase Products
         from Seller under the Purchase Agreement and [*] Upon termination of
         Nokia's right to exercise [*], Nokia shall return [*]

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      15.
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19.4     The Parties hereby agree, that in case the Specifications are provided
         by Buyer based on design which is proprietary to Buyer, in whole or in
         part, then Seller shall not have any right pursuant to this Agreement
         to manufacture and/or sell or license the Parts to third Parties or
         otherwise utilize Buyer's confidential information without the prior
         written consent of Buyer. The foregoing will not limit Seller's right
         to design, manufacture, or sell any products that are independently
         designed without the use of Buyer's confidential information.

19.5     Ownership of the copyright in all drawings, specifications, manuals,
         documents, data, software and other material provided by one Party
         hereto to the other under this Agreement shall remain with the Party
         first referred to above, but the receiving Party, which shall include
         it's Affiliates in the case of Buyer, shall be deemed to have the right
         to use such copyright for the performance of the Agreement hereunder.

19.6     Seller represents and warrants that (i) the Parts are delivered free
         from any lien, security or interest and title when conveyed to Buyer is
         good and valid and the transfer rightful, and (ii) Seller is not
         subject to any restriction, agreement, contract, commitment, law or
         judgement/order which would prohibit or be breached or violated by
         Seller's execution, delivery and performance of this Agreement and its
         obligations hereunder.

19.7     Seller shall settle and/or defend at its own option and its own expense
         and indemnify and hold Buyer harmless from any cost, expense, loss,
         attorney's fees or damage arising out of any third party claim, demand,
         suit or proceedings against Buyer or any customer of Buyer to the
         extent such claim, demand, suit or proceedings alleges that the Parts
         infringes upon any Intellectual Property Rights of any third party,
         provided that (1) Buyer informs Seller in writing of any such claim,
         demand, proceedings or suit without delay, (2) Seller is given control
         over the defense thereof and Buyer reasonably cooperates in the defense
         at Seller's expense, and (3) Buyer will not agree with the third party
         to the settlement of any such claim, demand, proceedings or suit prior
         to a final judgement thereon without the prior written consent of
         Seller, which consent shall not be unreasonably withheld. Buyer shall
         have the right to select its own counsel to participate in any such
         defense at Buyer's own expense. This indemnification does not apply to
         the extent that: (1) infringement arises by a combination made by Buyer
         or a customer of Buyer to whom Buyer has supplied the Parts, of Parts
         furnished under this Agreement with other products not furnished
         hereunder by Seller except to the extent Seller is a contributory
         infringer, (2) infringement arises solely from changes or modifications
         made to or from the Parts by Buyer or Buyer's customer; (3)
         infringement arises from Parts that are made in accordance with
         drawings, samples or manufacturing specifications designated by Buyer
         and Seller proves that such infringements arise solely from such
         drawings, samples or manufacturing specifications designated by Buyer.

         If a claim, demand, suit or proceeding alleging infringement is brought
         or Seller believes one may be brought, Seller shall have the option, at
         its expense, to (1) modify the Parts to avoid the allegation of
         infringement, while at the same time maintaining compliance of the
         Parts with the requirements set forth under this Agreement, (2) replace
         the Parts with non-infringing but equivalent Parts, which comply with
         requirements set forth under this Agreement; or (3) obtain for Buyer,
         at no cost to Buyer a license to continue using and exploiting the
         Parts in accordance with this Agreement free of any liability or
         restriction.

         In the event any Part to be furnished under this Agreement is to be
         made in accordance with drawings, samples or manufacturing
         specifications designated by Buyer and to the extent such Part is not
         the design of Seller, Buyer agrees to settle and/or defend, at its own
         option and its own

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      16.
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         expense and indemnify and hold Seller harmless from any cost, expense,
         loss, attorney's fees or damage arising out of any claim, demand, suit
         or proceedings against Seller to the extent such claim, demand, suit or
         proceedings alleges that such Part or drawings, samples or
         manufacturing specifications designated by Buyer infringes upon any
         Intellectual Property Right of any third party, provided that (1)
         Seller informs Buyer in writing of any such claim, demand, proceedings
         or suit without delay, (2) Buyer is given control over the defense
         thereof and Seller reasonably cooperates in the defense at Buyer's
         expense, and (3) Seller will not agree with the third party to the
         settlement of any such claim, demand, proceedings or suit prior to a
         final judgement thereon without the prior written consent of Buyer,
         which consent shall not be unreasonably withheld. Seller shall have the
         right to select its own counsel to participate in any such defense at
         Seller's own expense. This indemnification does not apply to to the
         extent any infringement or any claim of infringement results from
         changes or modification made by Seller or on behalf of Seller to the
         drawings, samples, manufacturing specifications or any other
         information designated by Buyer.

         The foregoing indemnification obligations are Buyer's sole and
         exclusive remedy, and Seller's entire liability, for any claims of
         infringement of intellectual property rights by the Parts or by Seller.

CLAUSE 20
CONFIDENTIALITY

20.1     Each Party ("Receiving Party") shall not disclose to third parties
         (other to independent contractors, advisors, and consultants who are
         under a duty of confidentiality no less protective than the provisions
         in this Clause 20 or as otherwise provided in this Clause 20) nor use
         for any purpose other than for the proper fulfillment of this Agreement
         any technical or commercial information ("Information") received from
         the other Party ("Disclosing Party") in whatever form under or in
         connection with this Agreement without the prior written permission of
         the Disclosing Party except information which

         a)       is in the public domain at the time of disclosure or later
                  becomes part of the public domain through no fault of the
                  Receiving Party; or

         b)       was known to the Receiving Party prior to disclosure by the
                  Disclosing Party as proven by the written records of the
                  Receiving Party; or

         c)       is disclosed to the Receiving Party by a third party who did
                  not obtain such Information, directly or indirectly, from the
                  Disclosing Party; or

         d)       was independently developed (by personnel having no access to
                  the Information) by the Receiving Party.

20.2     Seller hereby expressly agrees, that the use of Buyer as reference,
         and/or the use of Buyer or reference to Buyer in the marketing or in
         any materials or activities of Seller in any way is strictly forbidden.
         Any statements, announcements and/or press release of this Agreement or
         part thereof, or of the relationship herein described, shall not be
         made by Seller without a prior written acceptance of Buyer given on
         case by case basis. Notwithstanding the foregoing, (a) Seller may
         disclose the terms of the Agreement and refer to Buyer as a purchaser
         of Parts to the extent required by legally required disclosures,
         including Securities and Exchange Commission rules, (b) Seller may
         disclose the terms of this Agreement to its attorneys, financial
         advisors, and

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      17.
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         consultants subject to nondisclosure obligations, and (c) Seller may
         disclose the terms of this Agreement to a third party that is
         evaluating a majority investment in, or merger with or acquisition of,
         Seller, if Seller first enters into a written nondisclosure agreement
         with such third party that permits disclosure of the terms of the
         Agreement solely to such third party's outside attorneys, financial
         advisors, and consultants.

20.3     The provisions of this Clause 20 shall be valid for [*] from the date
         of disclosure.

20.4     Any Non-Disclosure Agreement(s) entered into between the Parties prior
         to the Effective Date of this Agreement shall remain to be valid, in
         accordance with its terms and conditions, in respect of the Information
         disclosed by either Party before the Effective Date of this Agreement,
         and in respect of the Information disclosed outside the scope of this
         Agreement.

CLAUSE 21
EVENTS OF FORCE MAJEURE

21.1     Neither Party shall be liable to the other for any delay or
         non-performance of its obligations hereunder in the event and to the
         extent that such delay or non-performance is due to an event of Force
         Majeure. The Party affected by an event of Force Majeure shall inform
         the other Party in writing without delay of its occurrence, probable
         duration and cessation.

21.2     Events of "Force Majeure" are events beyond the control of the Party
         which occur after the date of signing of this Agreement and which were
         not reasonably foreseeable at the time of signing of this Agreement and
         whose effects are not capable of being overcome without unreasonable
         expense and/or loss of time to the Party concerned. Events of Force
         Majeure shall include (without being limited to) war, civil unrest,
         acts of government, natural disasters, fire, flood, earthquake,
         explosions and Acts of God.

21.3     The Party affected by an event of Force Majeure shall immediately take
         any necessary measures in order to limit and minimize the effect of
         such an event on the performance of its obligations under this
         Agreement, including but not limited to the fulfillment of the disaster
         recovery plan in accordance with Appendix 4.

21.4     The Party appealing to the occurrence of an event of Force Majeure is
         under obligation to prove, upon request, its effect on the performance
         of the said Party's obligations under this Agreement.

21.5     In the event that the delay or non-performance of either Party hereto
         continues for a period of [*] months due to events of Force Majeure,
         then either Party shall have the right to terminate this Agreement with
         immediate effect without liability towards the other Party.

CLAUSE 22
EFFECTIVE DATE AND TERM

22.1     This Agreement shall become valid and effective on the Effective Date
         and shall remain valid until [*].

22.2     The termination of this Agreement in accordance with Clause 22.1 above
         shall not affect the delivery of the Parts, in accordance with the
         terms and conditions hereof, which have been ordered and confirmed
         prior to the termination.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      18.
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22.3     The obligations set forth in Clauses 7 (with respect to payments that
         have not been made), 8, 16 (Warranty) (including also Appendix 4), 17
         (Liability), 18.2, 18.3, 19, 20, 24, 25.2 and 25.3 shall survive any
         expiry, cancellation or termination of this Agreement.

CLAUSE 23
REPORTABLE EVENTS AND TERMINATION FOR DEFAULT

23.1     Without prejudice to Seller's other obligations and Buyer's rights
         under this Agreement, Seller shall without delay notify Buyer if Seller
         finds or suspects that any of the following events is about to occur or
         appears imminent: delay in delivery, circumstances that may adversely
         affect the performance of Seller's (including without limitation its
         subcontractors/subsuppliers) obligations hereunder, infringement of
         third party Intellectual Property Rights, or any other action, omission
         or development which would reasonably be considered to be important for
         Buyer to be aware of in order to take precautions to prevent such from
         causing an adverse effect to its business, reputation, production
         schedule, or product quality.

23.2     In the event that a Party hereto is in default of a material obligation
         under this Agreement and fails to remedy such default within a
         reasonable time period fixed by the non-defaulting Party (which period
         shall not be less than [*] days) in a written notice drawing the
         attention of the defaulting Party to the default and requiring the same
         to be remedied, then the non-defaulting Party shall have the right to
         terminate this Agreement with immediate effect after the expiry of the
         period fixed. In the event of bankruptcy, receivership or comparable
         procedure under applicable Bankruptcy Ordinance of a Party hereto or if
         the default is not capable of being remedied, or in case of a change in
         control of Seller in which a [*] purchases all of the shares of Seller,
         then the non-defaulting Party may terminate this Agreement forthwith.

23.3     The termination of this Agreement in accordance with Clause 23.2 above
         shall also terminate the carrying out of any outstanding Orders or Spot
         Orders, whether confirmed or not.

CLAUSE 24
GOVERNING LAW AND SETTLEMENT OF DISPUTES

24.1     This Agreement shall be governed by the laws of Switzerland without
         regard to its conflict of laws principles, as if wholly performed
         therein. The United Nations Convention on Contracts for the
         International Sale of Goods does not apply to this Agreement. The
         parties agree that any and all disputes arising out of or in connection
         with this Agreement shall be finally settled in arbitration by three
         neutral arbitrators appointed by the International Chamber of Commerce
         ("ICC") and shall be conducted pursuant to the ICC's regulations then
         in force. The arbitration proceedings shall be conducted in Geneva,
         Switzerland.

24.2     All arbitration proceedings and all discovery related thereto shall be
         conducted in the English language. Subject to the limitations on
         liability set forth in this Agreement, the arbitrators may fashion any
         legal or equitable remedy. The arbitration award shall be executable
         and final, and binding on the Parties.

24.3     In the event of a breach, threatened breach or likely breach of this
         Agreement, nothing contained in this Agreement to the contrary shall
         bar the non-breaching Party from seeking injunctive relief in a court
         of competent jurisdiction.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      19.

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CLAUSE 25
FINAL PROVISIONS

25.1     Neither Party shall assign or transfer to any third Party, without a
         prior written consent of the other Party, which consent will not be
         unreasonably withheld, this Agreement or any of its share or interest
         therein; on condition that the assigning Party shall remain fully
         responsible towards the other Party for the proper fulfillment of this
         Agreement. Such consent shall not be unreasonably withheld in case of
         assignment to an Affiliate of the assigning Party, on condition that
         the assigning Party shall remain fully responsible towards the other
         Party for the proper fulfillment of this Agreement.

25.2     This Agreement contains the entire understanding between the Parties in
         respect of this matter and all previous correspondence, memoranda,
         minutes of meetings, offers, enquiries and other documents exchanged
         between the Parties prior to the date of this Agreement shall be
         cancelled and superseded by this Agreement. For the avoidance of doubt;
         this Purchase Agreement supersedes the Purchase Agreement number
         1201000 dated [*]with Appendixes and the extension agreement dated [*].

25.3     In addition to this Agreement, the following documents are hereby made
         Parts of this Agreement:

         Appendix 1        The Parts, Prices, Discounts and Price Validity
         Appendix 2        Intentionally Omitted
         Appendix 3        Quality Requirements and Workmanship Standards
         Appendix 4        Warranties and Support
         Appendix 5        Logistics Appendix
         Appendix 6         Not available
         Appendix 7        Product Liability Insurance
         Appendix 8        Mandatory Environmental Requirements

         In case of any discrepancies between the above documents, the text of
         this Agreement document shall always prevail over any of the Appendices
         hereto.

25.4     Any modifications, alterations, additions or amendment to this
         Agreement (excluding the Appendices) shall be valid only if signed by
         both Parties and expressly marked "Amendment to the Purchase
         Agreement". Any Appendices may be modified, altered, added or amended
         by a written agreement between the Parties.

25.5     The following persons shall act as the representatives of the Parties
         regarding notices, performance, extension, termination and changes in
         respect of this Agreement:

         REPRESENTING THE BUYER                    REPRESENTING THE SELLER
         Name:             [*]                     Name:             [*]
         Address:          [*]                     Address:          [*]
         Telephone:        [*]                     Telephone:

25.6     The Parties further agree, that in case any subsupplier, subcontractor
         and/or distributor of Buyer wishes to purchase Parts from Seller to be
         used in the manufacture of products for Buyer, then Seller agrees to
         negotiate in good faith with such subsupplier, subcontractor and/or
         distributor.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      20.
<PAGE>

Purchase Agreement 1201000                                             21/23
6.0.0, 2/2000/TT
CONFIDENTIAL

25.7     No failure or delay of either Party in exercising its rights hereunder
         (including but not limited to the right to require performance of any
         provision of this Agreement) shall be deemed to be a waiver of such
         rights unless expressly made in writing by the Party waiving its
         rights.

25.8     In the event that any provision of this Agreement shall be held invalid
         as contrary to any applicable law, statute or regulation in that
         regard, the invalidity of such provision shall in no way affect the
         validity of any other provision of this Agreement and each and every
         provision shall be severable from each and every other.

25.9     The headings used in this Agreement are inserted for convenience only
         and shall not affect the interpretation of the respective provisions of
         this Agreement. This Agreement shall not be construed more or less
         strictly against either Party for its participation or lack thereof in
         its drafting.

25.10    The Parties shall be deemed independent contractors hereunder. This
         Agreement is not intended to create a partnership, franchise, joint
         venture, agency, or employment relationship between the Parties. Unless
         otherwise agreed in writing by the Parties, neither Party shall make
         any express or implied agreements, warranties, guarantees, commitments
         or representations, or incur any debt, in the name or on behalf of the
         other Party. There are no intended third party beneficiaries to this
         Agreement.

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      21.
<PAGE>

Purchase Agreement 1201000                                             22/23
6.0.0, 2/2000/TT
CONFIDENTIAL

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their
duly authorized representatives.

SIGNED FOR AND ON BEHALF OF                        SIGNED FOR AND ON BEHALF OF
NOKIA CORPORATION                                  ENDWAVE CORPORATION
NOKIA NETWORKS

/s/[*]                                             /s/[*]
------------------------                           ----------------------------
Name:[*]                                           Name:[*]
Title: [*]                                         Title:[*]
Date: 31.12.2003                                   Date: 12/31/03
Place: Espoo                                       Place: Espoo

     CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
     BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
  EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
                               1934, AS AMENDED.

                                      22.
<PAGE>

APPENDIX 1

SELLER:                                 ENDWAVE CORPORATION
BUYER:                                  NOKIA CORPORATION/ NOKIA NETWORKS
VALIDITY  PERIOD:                       [*]
PURCHASE AGREEMENT NUMBER:              1201000
CURRENCY :                              [*]
DELIVERY PERIOD:                        NEW PRICES ARE VALID FOR DELIVERIES  [*]
TERMS OF DELIVERY:                      [*}
TERMS OF PAYMENT:                       [*] DAYS NET ACCORDING TO NOKIA
FORECASTING PROCEDURE :                 BANK LINK POLICY FORECASTS ARE SENT
                                        DAILY

PURCHASE ARE BASED ON THE BEST ASSUMPTIONS OF NET AND THEY ARE PROVIDED FOR
PLANNING PURPOSES OF ENDWAVE.

PURCHASE ESTIMATES SHALL NOT BE REGARDED AS BINDING PURCHASE ORDERS BY NET UNDER
ANY CIRCUMSTANCES.

NET AND/OR ITS SUBCONTRACTORS SHALL BE UNDER NO OBLIGATION TO PURCHASE ANY
SPECIFIC QUANTITY OF THE PARTS FROM ENDWAVE.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
PLANT          NOKIA CODE            NAME           FREQUENCY   TECH.SPEC       CLASS         COUNTRY OF ORIGIN     CURRENCY
----------------------------------------------------------------------------------------------------------------------------
<S>            <C>            <C>                   <C>         <C>            <C>            <C>                   <C>
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 2               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 2               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 2               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 2               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 2               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 2               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 2               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 2               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 1               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 1               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 1               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 1               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 1               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 1               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 1               [*]               [*]
Espoo Plant      [*]          Microwave Module        [*]          [*]         Class 1               [*]               [*]

<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                      2004              2004              2004              2005              2005
                 UNIT PRICE FOR    UNIT PRICE FOR    UNIT PRICE FOR    UNIT PRICE FOR    UNIT PRICE FOR
 PLANT               1ST [*]          NEXT [*]          NEXT [*]           1ST [*]          NEXT [*]        DUTY PAID BY
----------------------------------------------------------------------------------------------------------------------------
<S>              <C>               <C>               <C>               <C>               <C>                <C>
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
Espoo Plant           [*]               [*]               [*]               [*]               [*]               [*]
</TABLE>

PRICING BASIS:

- First [*] price is independent from other volume price breaks. Thereafter
volume is the total volume regardless of frequency or product type [*]

- Dates are for reference only, volume breaks apply as soon as volumes are
achieved

ENDWAVE UNDERTAKES TO SUPPLY DURING VALIDITY PERIOD LISTED PARTS IN QUANTITITES
ESTIMATED BY NET ABOVE, SUBJECT TO NET AND/OR ITS SUBCONTRACTORS PURCHASE
ORDERS. THIS APPENDIX 1 REPLACES ANY PRIOR APPENDIX 1.

SIGNED ON BEHALF OF ENDWAVE             SIGNED ON BEHALF OF  NOKIA
CORPORATION:                            CORPORATION / NOKIA NETWORKS :

  [*]                                       [*]

  [*]                                       [*]

Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
<PAGE>

                                   APPENDIX 3

                 QUALITY REQUIREMENTS AND WORKMANSHIP STANDARDS

1.       Quality System Requirements

         Product design, manufacturing processes and their development shall
         follow the guidelines of the Endwave Quality System, which shall meet
         at a minimum, the applicable requirements of ISO 9001, Nokia Supplier
         Requirements, and Nokia specific requirements as set forth in this
         Appendix.

         Endwave permits system and process audits at their premises with
         reference to deliveries and related processes at any reasonable and
         pre-arranged time required by Nokia.

2.       Design Changes, Process Changes, and Change Management

         With the exception of changes made to a Part by Seller pursuant to
         Clause 16 or Clause 19.7 of the Agreement, any changes in the design or
         in the manufacturing process of the Parts, which change affects the
         quality, reliability, interchangeability, availability, fit, form or
         function of the Parts, are subject to Buyer's written approval given
         prior to the implementation of any such change.

         Prior to making such a change, Seller will submit an "Engineering
         Change Request" (or "Engineering Change Note") to Buyer for Buyer's
         approval, which will not be unreasonably withheld or delayed. Prior to
         granting such approval, Buyer may reasonably require Seller to submit
         samples of the Part with the proposed change.

3.       Quality Planning Activities

         A Project Plan shall be prepared prior to any major design change,
         manufacturing change or corresponding development activity. Any such
         Project Plan shall be brought to Nokia's attention. The Project Plan
         shall include all Nokia Networks APQP requirements set forth by Nokia.

         Endwave shall ensure that all resources responsible for the Project
         Plan activities are available during the project and that all activity
         planning is in compliance with Nokia's targets. Endwave is responsible
         for reviewing the Project Plan status on a regular basis and updating
         it as necessary. Any deviations from the plan shall be notified to
         Nokia.

4.       Continuous Quality Improvement

         The target for service, design, and product delivery shall be defect
         free operations.

         Endwave shall generate plans for achieving such targets. These plans
         shall be available for Nokia review upon request.

         Endwave shall continuously monitor the improvement targets to verify
         the effectiveness of the improvement plans. Endwave shall be able to
         demonstrate verification of results.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

<PAGE>

5.       Control Plan

         All key process control parameters and key product characteristics
         shall be documented in product and product line specific Control Plans
         (including Control Plans of subcontractors),which shall be available to
         Nokia upon request. Endwave shall update these Control Plans to
         continuously reflect the current manufacturing situation. The Control
         Plans shall form one basis for targeting specific continuous quality
         improvements.

6.       Off-line Reliability Testing

         [*]

7.       Quality Inspection

         Endwave shall deliver Parts in accordance with the quality requirements
         and standards set forth in Clause 10 of this Appendix. The LOCAL BUYER
         is entitled to perform incoming quality inspection on the Parts before
         they are received to the consigned inventory and to return Parts that
         do not meet the Specifications or the Quality Requirements to Endwave
         as provided in the Purchase Agreement.

         The LOCAL BUYER is entitled to perform quality inspection on the Parts
         as they are taken from the consignment stock for Nokia production and
         to return the Parts to Endwave if they are found not to meet the
         Specifications, the Quality Requirements or the Environmental
         Requirements.

         If any Parts that do not meet the Specification, the Quality
         Requirements or the Environmental Requirements are found in production
         at LOCAL BUYER, the LOCAL BUYER is entitled to exchange any such Part
         for a compliant Part from the consignment stock at any time upon notice
         to Seller.

8.       Reporting

         Endwave shall submit the following reports to Nokia on a continuous
basis or upon request:

<TABLE>
<CAPTION>
------------------- --------------------
REPORT / DOCUMENT   FREQUENCY / DEADLINE
----------------------------------------
<S>                 <C>
        [*]                 [*]
-------------------------------
        [*])                [*]
-------------------------------
        [*]                 [*]
-------------------------------
        [*]                 [*]
-------------------------------
</TABLE>

9.       Product Specific Quality Requirements/Quality Standards

         Endwave shall meet product specific quality requirements set forth in
         the following Nokia Quality Standards:

         NEMS:    NOKIA ELECTRONICS & MECHANICAL STANDARDS (instructions and
         standards for use in
         mechanical design and manufacture).

         NESS:    NOKIA ELECTRONICS STANDARDS & SPECIFICATIONS.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       2.
<PAGE>

         (instructions and standards that are to be adhered to when defining and
         using materials and electronic components).

         EAU/ EAR:

         (general Nokia standards relating to both electrical and mechanical
         sub-contract assembly).

MIL (-STD):       MILITARY STANDARD (US)

<TABLE>
<CAPTION>
---------------------------------------------------
 NEMS                NESS                     EAU
---------------------------------------------------
<S>            <C>                          <C>
1800/8            NESS099B56                SAY0045
---------------------------------------------------
               NESS09964 (Note 1)
---------------------------------------------------
                  NESS099C2
---------------------------------------------------
                  NESS099C20
---------------------------------------------------
                  NESS100D0
---------------------------------------------------
                  NESS200C0
---------------------------------------------------
                  NESS500_3
---------------------------------------------------
</TABLE>

Note 1: Notwithstanding the above, the use of Rogers 4003 (TM) has been approved
by Nokia.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
MIL                                                              IPC
------------------------------------------------------------------------------
<S>                                                     <C>
-STD-883E-2XXX                                          -A-610-rev C (Class 2)
------------------------------------------------------------------------------
2003.7 Solderability                                            -A-600
------------------------------------------------------------------------------
2004.5 Lead Integrity
------------------------------------------------------------------------------
2009.9 External Visual
------------------------------------------------------------------------------
2010 Visual
------------------------------------------------------------------------------
2011.7 Bond Strength (Dest.)
------------------------------------------------------------------------------
2017.7 Internal Visual (Hybrid)
------------------------------------------------------------------------------
2019.5 Die Shear Strength
------------------------------------------------------------------------------
2024.2 Lid Torque for Glas-Frit-Sealed Pack.
------------------------------------------------------------------------------
2025.4 Adhesion of Lead Finish
------------------------------------------------------------------------------
2029 Ceramic Chip Carrier Bond Strength
------------------------------------------------------------------------------
2032.1 Visual Insp. of Passive Elements
</TABLE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       3.
<PAGE>

                                   APPENDIX 4

                             WARRANTIES AND SUPPORT

1.       REPAIRS AND REPLACEMENTS WITHIN THE WARRANTY PERIOD

1.1      The defective Parts shall be delivered to Seller for warranty repair or
         replacement. The Parts may be sent to Seller by Buyer or by any of
         Buyer's authorised services. After the warranty repair or in case of
         replacement, each repaired and/or replaced Part shall be delivered by
         Seller to the address from where the Part was sent by Buyer, unless
         otherwise expressly requested by Buyer or by its authorised service.

1.2      If Seller proves that the defect is of the kind not covered by the
         warranty set forth under Clause 16 of the Agreement, then Seller shall
         inform Buyer thereof in writing within a period of five days from the
         date of receipt of the respective Part by Seller.

1.3      Any delivery of defective and repaired/replaced Parts by Buyer to
         Seller, and by Seller to Buyer shall be made at the cost of Seller. The
         risk of loss for any defective or repaired Parts will remain with
         Seller at all times. If Seller replaces a Part, the risk of loss for
         the replacement Part will pass to Buyer upon Delivery of the
         replacement Part.

2.       REPAIRS, IF THE WARRANTY IS NOT VALID

2.1      Provided that Buyer agrees to purchase a [*]

2.2      The defective Parts shall be delivered to Seller for repair or
         replacement. The Parts may be sent to Seller by Buyer or by any of
         Buyer's authorised services. After the repair or in case of
         replacement, each repaired and/or replaced Part shall be delivered by
         Seller to the address from where the Part was sent by Buyer, unless
         otherwise expressly requested by Buyer or by its authorised service.

2.3      The [*]

2.4      After the Warranty Period, the transport, freight and packing/packaging
         costs, including local duties and fees, as well as the insurance costs
         to the given delivery address are to be borne by the sending party and
         are not to be charged from the receiving party.

The term of delivery is [*]

3.       TURNAROUND TIME AND SERVICE LEVEL PERFORMANCE

3.1      Seller will use reasonable efforts to deliver all repaired or replaced
         Parts to Buyer or to Buyer's authorised service in accordance with
         Clause 1.1 and Clause 2.2 within a target turn-around time of [*]
         calendar days. Seller shall confirm the delivery date and notify of
         possible changes. The Seller shall report related fault analysis and
         corrective actions to Buyer within [*] calendar days.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

<PAGE>

3.2      Without prejudice to any of the obligations of Seller hereunder, Seller
         undertakes to provide repair/replacement service at a service level,
         which is more [*]. The service level performance is measured on monthly
         basis against agreed standard turnaround time.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
             SERVICE                     TURNAROUND TIME &SERVICE LEVEL PERFORMANCE
-----------------------------------------------------------------------------------------
<S>                                 <C>
Repair / replacement                Within [*] calendar days in at least [*] of all cases
-----------------------------------------------------------------------------------------
Complete Fault analysis and         Within [*] calendar days in at least [*] of all cases
corrective actions reporting
-----------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>             <C>     <C>
Service Level   =       # of units repaired/replaced within turnaround time per month  x 100
Performance             -------------------------------------------------------------
                        total # of units sent to be repaired/replaced per month
</TABLE>

<TABLE>
<S>               <C>    <C>
Turnaround Time   =      the period from the date of receipt of faulty Part by Seller to the
                         date of shipment by Seller of the repaired/replaced Part to Buyer
</TABLE>

4.       TECHNICAL SUPPORT AND DOCUMENTS

4.1      [*] from the last delivery of each kind of Part. Such support services
         shall include, without limitation, the availability of continuous
         system engineer backup, repair services, and replacement services. The
         reasonable prices for (and the price validity of) the support services
         shall be mutually agreed. The provision of such services shall be
         subject to a specific order submitted by Buyer to Seller and to a
         separate support contract.

         The prices, and the validity of such prices, for the repairs outside
         the warranty, for the emergency repair and replacement service, for the
         on-site repair service and for the spare parts supplied under this
         Appendix 4 shall be agreed separately.

4.2      Seller shall provide all test data to Buyer reasonably required to
         validate performance of the potentially defective Parts, if requested.

4.3      Seller shall provide test data to Buyer to make it possible to validate
         the repaired parts, if requested.

4.4      Buyer shall be entitled to purchase a tester from Seller for functional
         testing of the Parts at a reasonable price.

4.5      [*] the last delivery of each kind of Part the information contained in
         the respective documentation (including without limitation complete
         operation and maintenance documents) delivered by Seller to Buyer is
         sufficient, complete and adequate for the proper operation and
         maintenance of the Part by duly trained personnel of Buyer, and Seller
         shall provide Buyer with updates to such documentation accordingly.

5.       REPORTING OF THE REPAIRS AND REPLACEMENTS

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       2.
<PAGE>

5.1      Each delivery of a repaired or replaced Part by Seller shall include a
         written repair report with the following information:

         (1) Identification and the serial number of each repaired or replaced
         Part; and

         (2) Fault analysis and corrective actions performed by Seller on each
         Part; and

         (3) Return received date and name of the person responsible of repair

         (4) Whether the repair or replacement performed by Seller falls under
         the warranty or not; and

         (5) The applicable price, if the repair/replacement is performed
         outside the warranty.

5.2      Seller shall give detailed, written Quality report to Buyer on monthly
         basis according to the Appendix 3.

5.3      At any time, upon request by Buyer, Seller shall be able to check and
         report to Buyer the status of any Part sent by Buyer to be repaired or
         replaced by Seller.

6.       SPARE PARTS/NEW UNITS

6.1      Spare/new parts to each kind of Part will be available for a period [*]
         years from the last delivery of such Part. Without prejudice to the
         foregoing, if Seller discontinues the manufacture of any spare part, it
         shall inform Buyer in writing thereof at [*] months prior to the
         discontinuation, and Seller shall obtain, license or otherwise provide
         for Buyer a source of supply for such discontinued spare parts at
         then-current prices and with reasonable delivery times.

6.2      In the event of termination of the Agreement for any reason, Buyer may
         order adequate quantities of spare/new parts.

6.3      Seller shall use commercially reasonable efforts to maintain a
         sufficient inventory of the Parts and/or sub-units in order to comply
         with the turnaround times set forth in this Appendix 4. The sufficient
         inventory depends on the reliability and availability values of the
         Parts. The MTBF (Mean time Between Failure) figures for the Parts are
         set forth in Appendix 2 (Specifications) to the Agreement.

7.       FIELD RETURN PROCESS

7.1      Return of defective parts (Field Returns)

         LOCAL BUYER returns the Part to SELLER upon having proven them to the
         extent possible to be defective.

         The LOCAL BUYER shall request a Return Material Authorization (RMA)
         number from SELLER and receive the RMA number prior to returning any
         Parts. The RMA number shall be issued within [*] days of request from
         LOCAL BUYER.

         No Credit Notes will be issued for any Field Return Parts.

         The LOCAL BUYER shall issue a RETURN NOTE (proforma invoice) and send a
         copy to the SELLER.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       3.
<PAGE>

         The RETURN NOTE shall include the following information:

         -        SELLER's RMA number

         -        LOCAL BUYER contact information

         -        SELLER contact information

         -        LOCAL BUYER's Non-Conforming Materials (NCM) reference number
                  (if applicable)

         -        Purchase order number under which the Parts were bought (if
                  applicable)

         -        Description of the returned material (LOCAL BUYER's part
                  number & description)

         -        Quantity of Parts returned

         -        Description of the defect

         -        Serial numbers of returned Parts

         -        Total value of returned material

         -        Packing information (quantities, weights, dimensions)

         -        Country of Origin

8.       COMPENSATION FOR FIELD RETURN REPAIRS OUTSIDE THE WARRANTY TIME

         All payments for any field return repairs shall be made 45 days from
         time of issuing the invoice for out of warranty repair.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       4.

<PAGE>

                                   EXHIBIT 4.1

1)       PRICES

<TABLE>
<CAPTION>
----------------------------------------------------------
UNIT DESCRIPTION          NOKIA ITEM CODE     REPAIR PRICE
----------------------------------------------------------
<S>                       <C>                 <C>
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
    MWU [*]                    [*]                [*]
----------------------------------------------------------
</TABLE>

-2)      CONTACT INFORMATION FOR REPAIR SERVICES

         NOKIA'S AUTHORIZED SUBCONTRACTOR:

         [*]
         Repair Center
         [*]
         [*]
         FINLAND

         Contact persons [*]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       5.
<PAGE>

                              LOGISTICS APPENDIX 5

                      MADE AND ENTERED INTO BY AND BETWEEN

                                NOKIA CORPORATION
                                 Nokia Networks

                                       AND

                               ENDWAVE CORPORATION

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

<PAGE>

CONTENTS

1 SCOPE AND OBJECTIVE

2 FORECASTING
2.1      FORECAST
2.2      COMMITMENT TO FORECAST

3 INBOUND LOGISTICS MODES OF OPERATION
3.1      STANDARD PURCHASE ORDER
3.2      MATERIALS EXECUTION NOKIA OPERATED WAREHOUSE, [*]
3.2.1    DEFINITION
3.2.2    DESCRIPTION OF THE MODE OF OPERATION

4 FLEXIBILITY AND TERMS OF REPLENISHMENT

5 TERMS OF DELIVERY AND PASSING OF TITLE

6 PACKAGING REQUIREMENTS

7 PACKING LIST REQUIREMENTS

8 TRANSPORTATION

9 CUSTOMER REJECTED PARTS AND PARTS (MATERIAL) RETURNS
9.1      FACTORY RETURNS
9.1.1    RETURN OF DEFECTIVE PARTS (FACTORY RETURNS)
9.1.2    COMPENSATION FOR DEFECTIVE PARTS (FACTORY RETURNS)
9.2      FIELD RETURNS

10 TERMS OF PAYMENT

11 INVOICING
11.1     SELF-Billing
11.2     STANDARD PURCHASE INVOICE

12 FINAL PROVISIONS

SCHEDULE 1 LIST OF PARTS, METHODS FOR FORECASTING, ORDERING AND DELIVERING,
           FLEXIBILITY AND BUFFERS IN THE CONSIGNMENT MODE OF OPERATION

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

<PAGE>

CONFIDENTIAL                                                                   3
Purchase Agreement No. 1201000
Appendix 5

This LOGISTICS APPENDIX is made and entered into this _____ day of, 2003 by and
between

NOKIA CORPORATION, represented through its Nokia Networks business group, a
public limited liability company incorporated in Finland, having its registered
address at Keilalahdentie 4,FIN-00045 Nokia Group, business identity code
0112038-9, including its Affiliates (hereinafter referred to as the LOCAL BUYER
or "Nokia"),

AND

ENDWAVE CORPORATION, a company incorporated in Delaware, USA with its principal
office at 990 Almanor Avenue, Sunnyvale, CA 94085, USA. (Hereinafter referred to
as the "SELLER").

The LOCAL BUYER and the SELLER may hereinafter be jointly referred to as the
"Parties".

1 SCOPE AND OBJECTIVE

This Logistics Appendix is incorporated by reference into the Purchase Agreement
No. 1201000 entered into between LOCAL BUYER and SELLER on (hereinafter referred
to as "Purchase Agreement").

The object of this Logistics Appendix is to identify the procedures for
forecasting, ordering, shipping and invoicing the Parts listed in Schedule 1 to
this Logistics Appendix ("Schedule 1") between LOCAL BUYER and SELLER in order
to specify the procedures unique to that particular site which are not otherwise
covered by the Purchase Agreement.

In case of any discrepancies between the Purchase Agreement and this Logistics
Appendix, the text of the Purchase Agreement shall prevail.

This Logistics Appendix shall not create any obligation for LOCAL BUYER to
purchase any particular quantity of Parts from SELLER until a specific order has
been placed for the Parts by LOCAL BUYER, except as specified in Schedule 1,

The Parties acknowledge that this Logistics Appendix does not govern the
forecasting, ordering, shipping or invoicing logistics for any sites of LOCAL
BUYER or SELLER other than LOCAL BUYER's manufacturing site located at NOKIA
CORPORATION, NOKIA NETWORKS, ESPOO PLANT, KARAPORTTI 8, FIN-02610 ESPOO, FINLAND
AND LOCAL BUYER'S CURRENTLY AUTHORISED SUBCONTRACTOR FOR SERVICES (AS SET FORTH
IN APPENDIX 4 - WARRANTIES AND SUPPORT), and SELLER's facilities located at
ENDWAVE CORPORATION, 990 ALMANOR A VENUE, SUNNYVALE, CA 94085, USA AND 6425
CAPITOL AVENUE, DIAMOND SPRINGS, CA, USA, or any other SELLER designated
facility, subject to Clause 13.4 of the Purchase Agreement. In addition, the
Parties acknowledge that this Logistics Appendix does not govern the
forecasting, ordering, shipping or invoicing for any parts other than those
Parts listed in Schedule 1 to this Logistics Appendix ("Schedule 1")

2 FORECASTING

2.1 FORECAST

LOCAL BUYER agrees to provide real time access to the forecast of its
anticipated purchasing needs to the SELLER, in order to permit the SELLER to
plan for an adequate manufacturing capacity.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

<PAGE>

CONFIDENTIAL                                                                   4
Purchase Agreement No. 1201000
Appendix 5

The forecast provided by the LOCAL BUYER to the SELLER shall not be regarded as
binding upon the LOCAL BUYER under any circumstances.

The forecasting principles (e.g. existence, content, time period and method of
the forecast) for each Part governed by this Logistics Appendix are contained in
Schedule I.

2.2 COMMITMENT TO FORECAST

The Parties hereto acknowledge that forecasts provided by Buyer to Seller, are
regarded as estimates only based on the best assumptions of Buyer and they are
provided for Seller's planning purposes. Purchase estimates shall not be
regarded as binding purchase orders under any circumstances. Buyer shall be
under no obligation to purchase any specific quantity of the Parts from Seller,
unless otherwise expressly agreed in Appendix 1.

[*] the [*] of [*] of [*] will [*] and [*] at [*] will be [*] by [*] the [*] and
[*] as [*] in [*].

3 INBOUND LOGISTICS MODES OF OPERATION

3.1 STANDARD PURCHASE ORDER

In addition to obtaining Parts pursuant to the model described in Clause 3.2 of
this Logistics Appendix, LOCAL BUYER shall have the option to order Parts from
the SELLER under the Spot Order method. In such instances, LOCAL BUYER shall
submit single purchase orders to SELLER for the purchase of Parts. A single
purchase order shall specify Part numbers, order quantities, delivery dates,
delivery address and specific order number for the Parts to be ordered
hereunder. SELLER shall deliver the ordered Parts on the date specified on the
purchase order and in accordance with the terms and conditions specified in the
Purchase Agreement.

3.2 MATERIALS EXECUTION NOKIA OPERATED WAREHOUSE, [*] WITH [*]

3.2.1 DEFINITION

Materials Execution (MEX) Nokia Operated Warehouse, [*] with [*] is a [*] in
which [*] to [*] and [*] in [*] and to [*] to an [*] with [*]. The delivery
shall be made to a LOCAL BUYER plant. The ordering and other communication
between the LOCAL BUYER and SELLER is managed by utilizing Web-solutions or by
other mutually agreed way.

[*] are held on the LOCAL BUYER's premises but owned by the SELLER.

The title of all [*] shall transfer to the BUYER when the Part is [*]. All [*]
in the [*] at [*] from [*] from [*] by [*]. The SELLER will invoice the LOCAL
BUYER and the LOCAL BUYER shall pay for all unites held by the LOCAL BUYER
longer than [*] months from date of shipment from the SELLER. LOCAL BUYER shall
not have any obligation to buy [*] of [*].

SELLER reserves the right to enter the LOCAL BUYER's [*] with a [*]-hour prior
notice to LOCAL BUYER and during normal business hours.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       4.

<PAGE>

CONFIDENTIAL                                                                   5
Purchase Agreement No. 1201000
Appendix 5

The SELLER, at the LOCAL BUYER's [*], may perform quarterly inventory counts. At
year-end, the LOCAL BUYER shall supply the SELLER with a written confirmation of
inventory balances. For quarterly confirmation purposes, inventory on hand at
the LOCAL

BUYER's [*] at LOCAL BUYER'S time will be considered SELLER inventory.

3.2.2 DESCRIPTION OF THE MODE OF OPERATION

The SELLER is responsible for evaluating the LOCAL BUYER's inventory parameters
and current inventory on hand and making decisions whether SELLER needs to
replenish the consigned inventory held on the LOCAL BUYER's premises or not. It
is the responsibility of the SELLER to maintain inventory levels within the
parameters. Inventory information is sent regularly by LOCAL BUYER and contains
agreed Min/Max inventory parameters, Inventory on Hand in the consignment and
last receipts information. LOCAL BUYER will endeavor to send Inventory Report on
mutually agreed basis. For accounting and bookkeeping purposes the LOCAL BUYER
will raise a frame order for all Parts held in the consignment.

The SELLER is responsible for creating serial numbers according to the
parameters that have been previously mutually agreed to.

LOCAL BUYER will physically hold the consigned Parts on its premises. LOCAL
BUYER shall take care of the day-to-day materials handling. The LOCAL BUYER is
responsible for insuring the consigned Parts on behalf of Seller and will
indemnify Seller for any damages causes to the Parts at the [*] location. The
LOCAL BUYER is responsible for miscalculations of the units by LOCAL BUYER and
all loss or damage caused to the Parts after they have been loaded for shipment
at the SELLER' s facilities. The SELLER is responsible for miscalculations of
the units by SELLER and any loss or damage caused to the Parts before the Parts
are loaded for shipment.

4 FLEXIBILITY AND TERMS OF REPLENISHMENT

SELLER is committed to maintain its ability to replenish the Parts according to
the Flexibility Schedule agreed between LOCAL BUYER and SELLER and specified in
Schedule 1. The flexibility requirements define the quantity of Parts above the
given basic level the SELLER shall be ready to replenish.

Schedule 1 specifies the basic level flexibility requirement and the flexibility
requirements for each Part governed by this Logistics Appendix.

If SELLER cannot replenish the Parts in accordance with the agreed replenishment
times (Schedule 1) then SELLER shall as soon as SELLER becomes aware of the
delay inform LOCAL BUYER about:

(a) Identification of which kind and what quantities of the Parts will be
delayed;

(b) The anticipated duration of delay for each kind and quantity;

(c) The cause(s) of the delay;

(d) The actions that SELLER is taking and will take to remedy or shorten the
delay; and

(e) A proposal, subject to mutual agreement, of a new replenishment date for
each kind and quantity of the delayed Parts.

In order to avoid any further replenishment delay, SELLER shall use best efforts
(such as, but not limited to, expedited freight), at the cost of SELLER, to
minimize the possible delay.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       5.
<PAGE>

CONFIDENTIAL                                                                   6
Purchase Agreement No. 1201000
Appendix 5

If the consignment stock is reduced below the minimum level, the replenishment
time to get back to the minimum level will be mutually agreed to.

SELLER is not responsible for delays due to shipping after calling for a
pick-up, delivery or Customs delays.

5 TERMS OF DELIVERY AND PASSING OF TITLE

Terms of delivery, passage of title, and risk of loss, between LOCAL BUYER and
SELLER are set forth in the Purchase Agreement.

The prices for the Parts are determined by Appendix 1 to the Purchase Agreement.

6 PACKAGING REQUIREMENTS

In case of consignment deliveries, all Part markings and traceability principles
shall be according to the LOCAL BUYER's Standard Operating Procedures. Shipping
packages shall be clearly marked with the text: "Consignment".

The SELLER shall use reasonable efforts to use recyclable packaging. Empty
packaging at LOCAL BUYER shall be returned weekly by LOCAL BUYER to SELLER at
SELLER's expense, in a condition allowing re-use, if requested by SELLER.

7 PACKING LIST REQUIREMENTS

All packaging must be bar-coded as defined by LOCAL BUYER. The packing list must
include the following information:

1. SELLER's name and mailing address.

2. LOCAL BUYER's name and address:

                  Delivery address.

                  Mailing and invoicing address.

                  Precise location (for example production line, door number or
warehouse).

3. LOCAL BUYER frame order number (in written and barcode form).

4. LOCAL BUYER's frame order position (in written and barcode form).

5. Identification information for the goods:

                  LOCAL BUYER code (in written and barcode form).

                  Manufacturer type.

6. Item quantity (in written and barcode form).

7. Quantity of packages.

8. Text 'Consignment' (In consignment deliveries)

9. Terms of delivery [*].

10. Date of packing List.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       6.
<PAGE>

CONFIDENTIAL                                                                   7
Purchase Agreement No. 1201000
Appendix 5

11. Serial number or Production date or other traceable code (in written and
barcode form).

12. Packing list number (in written and barcode form).

Only Parts sharing the same Part code may be packed together in a single
package; however, the delivery package (Master carton) may contain several
separately packed single-Part code packages, provided that the delivery package
also conforms to the requirements set forth in this Logistics Appendix.

8 TRANSPORTATION

LOCAL BUYER's forwarding agents/ transportation companies are listed below.

SELLER's forwarding agents / transportation companies are listed below.

FACTORY ADDRESS   FORWARDER/ TRANSPORTATION CONTACT DETAILS
            COMPANY

Nokia Corporation  [*]      [*]
Nokia Networks       Company
Karaportti 8, FIN-02610
Espoo, Finland

9 CUSTOMER REJECTED PARTS AND PARTS (MATERIAL) RETURNS

Defective Parts (new built) can be found at the LOCAL BUYER during incoming
inspection, assembly and/or final testing. If the Parts are returned to the
SELLER they are referred to as Factory Returns. If the Parts are found to be
defective in the field (at final customer/user) they are returned to the LOCAL
BUYER or its currently authorized subcontractor for services. If LOCAL BUYER
returns those Parts to the SELLER they are referred to as Field Returns. These
two cases are to be handled separately.

9.1 FACTORY RETURNS

In case of any factory return the LOCAL BUYER reserves the right to instantly
compensate any such return with a new Part from the consignment stock to prevent
production losses. LOCAL BUYER shall include to the extent possible any such
compensation in the weekly forecast.

9.1.1 RETURN OF DEFECTIVE PARTS (FACTORY RETURNS)

The LOCAL BUYER shall return the Part upon having proven it, to the extent
possible, to fail to conform to the Specifications, the Quality Requirements or
the Environmental Requirements. The Parts return process is done separate from
the consignment stock. In case of subsequent customer shipment of this Part the
Part may have a new serial number issued by SELLER.

The LOCAL BUYER shall request a Return Material Authorization (RMA) number from
SELLER and receive the RMA number prior to returning any Parts. The RMA number
shall be issued within [*] days of request from LOCAL BUYER.

The LOCAL BUYER shall issue a RETURN NOTE and send a copy to the SELLER.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       7.
<PAGE>

CONFIDENTIAL                                                                   8
Purchase Agreement No. 1201000
Appendix 5

     The RETURN NOTE shall include the following information:

     -    SELLER's Returned Goods (RG) reference number (if obtained without
          delay)

     -    LOCAL BUYER contact information

     -    SELLER contact information

     -    LOCAL BUYER's Non-Conforming Materials (NCM) reference number (if
          applicable)

     -    SELLER's RMA number

     -    Purchase order number under which the Parts were bought (if
          applicable)

     -    Description of the returned material (LOCAL BUYER' s part number &
          description)

     -    Quantity of Parts returned

     -    Description of the defect

     -    Serial numbers of returned Parts

     -    Total value of returned material to be compensated by the SELLER

     -    Packing information (quantities, weights, dimensions)

The expense of the Parts return shall be billed directly to SELLER via its
specified carrier.

Following inspection by SELLER, should the Parts be deemed to be No Fault Found
or indisputably deemed to be damaged by LOCAL BUYER, SELLER reserves the right
to invoice LOCAL BUYER for the shipping costs involved.

9.1.2 COMPENSATION FOR DEFECTIVE PARTS (FACTORY RETURNS)

The compensation for defective Parts returned by LOCAL BUYER shall be by Credit
Note issued by SELLER. The Credit Note shall be issued within [*] business days
of the returned Parts being received by SELLER and shall correspond to LOCAL
BUYER's Return Note, referencing the Non-Conforming Material (NCM) number
contained therein.

As the SELLER issues the Credit Note the title of Parts is passed to the SELLER.
All repaired Parts shall be returned to the consignment stock according to the
flexibility requirement as specified in this Logistics Appendix Schedule 1.

SELLER reserves the right to invoice LOCAL BUYER a mutually agreed inspection
fee for Parts indisputably deemed damaged by LOCAL BUYER or deemed to be No
Fault Found.

9.2 FIELD RETURNS

AS SET FORTH IN APPENDIX 4 -WARRANTIES AND SUPPORT

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       8.
<PAGE>


CONFIDENTIAL                                                                   9
Purchase Agreement No. 1201000
Appendix 5

10 TERMS OF PAYMENT

All payments under the [*] mode of operation shall be made [*] days from the
date of creation of the Self Billing Invoice (at LOCAL BUYER), subject to Nokia
Bank Link Policy as defined in the Purchase Agreement. The creation of the Self
- Billing invoice is [*] days from transfer of title from SELLER to LOCAL BUYER
of the Parts.

In the event that payment is not made with in such [*] days, LOCAL BUYER shall
pay a penalty of [*] per cent per annum, not to exceed the rate of [*] per cent
per month, of the amount owed to SELLER.

11 INVOICING

11.1 SELF-BILLING

Self-billing may be used as part of any Inbound Logistics mode of operations. In
this case the invoicing between the LOCAL BUYER and SELLER is managed by
utilizing EDI (Electric Data Interchange) and/or Web-solutions or by other
mutually agreed way.

SELLER will get a report from LOCAL BUYER according to consumed Parts from stock
[*] according to which the payment is done to SELLER within the term of payment
and agreed contract price. Parts are considered to be consumed when they are
moved from consignment stock to LOCAL BUYER's use. Even when self-billing is
used SELLER must send a pro forma invoice for customs clearance with each
shipment.

The self-billing report shall include the following information:

-        Self-billing number

-        Consignee, LOCAL BUYER

-        Vendor account number

-        Terms of payment (days)

-        Name of bank

-        Blocked quantity

-        LOCAL BUYER part number & description

-        VAT - code, value and percentage

-        Material description

-        Unit of measure

-        Value defined in the purchasing
         agreement with LOCAL BUYER and SELLER
         at the time of consumption

-        Invoiced quantity

-        Invoicing currency and it's
         international abbreviation

-        Material consumption time (dd.mm.yy-dd.mm.yy)

-        SELLER's contact information

-        VAT number

-        Bank

-        Account number

-        Description of goods:

-        SELLER's part number

-        Total amount to be paid

-        Quantity used

-        One invoice line of one transaction

-        Received quantity

-        Blocked quantity

Self-billing requires agreement and capabilities from LOCAL BUYER and SELLER.
Also local authorities need to approve self -billing procedure.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       9.
<PAGE>


CONFIDENTIAL                                                                  10
Purchase Agreement No. 1201000
Appendix 5

11.2 STANDARD PURCHASE INVOICE

     The invoice shall include the following information:

     -    Invoicing address:

          -    Please do not specify a person's name

          -    Please specify "NET/LOCAL BUYER"

     -    Purchase order number(s) per line item

     -    Terms of payment (days)

     -    Bank

         -    Name of bank

         -    Account number

     -    SELLER's contact information

     -    Delivery or shipment day

     -    Country of origin and dispatch (FOR EU DELIVERIES ONLY)

          -    Goods are in free circulation within the EU countries

          Or

          -    Goods are not in free circulation within the EU countries

     -    Description of goods:

          -    LOCAL BUYER part number & description

          -    SELLERS's part number

     -    Domestic invoices:

          -    tax free price

          -    added value tax and percentage

     -    Invoicing currency and it's international abbreviation

     -    VAT-code

     -    SELLER's customer number for LOCAL BUYER

     -    Bar code for domestic invoices (if applicable)

     -    Shipment details

          -    Net and Gross weight

          -    Dimensions of each package

          -    Number of packages

     -    Terms of delivery [*]

     -    Waybill number

     -    Forwarder and it's representative in the country of departure

     -    Customs tariff code

     -    Packing list number

12. FINAL PROVISIONS

Any modifications or amendments to the text of this Logistics Appendix must be
made in writing and signed by authorized representatives of both Parties.
However, the Parties acknowledge that Schedules are intended to be revised
periodically and to the extent that such revisions do not conflict with the
terms of the Purchase Agreement or this Logistics Appendix, updated versions of
Schedules may be issued upon the signatures of authorized representatives of
both Parties and without requiring a formal amendment either to this Logistics
Appendix or to the Purchase Agreement.

All times specified in this Logistics Appendix are based on LOCAL BUYER's time
zone.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       10.
<PAGE>

CONFIDENTIAL                                                                  11
Purchase Agreement No. 1201000
Appendix 5

This version 3.0.0, updated upon signature of both Parties, below, cancels and
supersedes all prior versions of this Logistics Appendix or any forecast or
commitment schedules issued with regard to the Parts covered by this Logistics
Appendix.

LOCAL BUYER:                               SELLER:

NOKIA CORPORATION                          ENDWAVE CORPORATION
Nokia Networks

By: _________________________________      By: __________________________

Name: _______________________________      Name: ________________________

Title: ______________________________      Title: _______________________

Date: _______________________________      Date: ________________________

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       11.
<PAGE>


CONFIDENTIAL

SCHEDULE 1

LIST OF PARTS, METHODS FOR FORECASTING, ORDERING AND DELIVERING, FLEXIBILITY
REQUIREMENTS FOR CONSIGNMENT STOCK

ENDWAVE

<TABLE>
<CAPTION>
   Part                                     Commitment
Nokia code     Description      Frequency   existence   Forecasting       Content      Time frame    Frequency
----------     -----------      ---------   ----------  ----------        -------      ----------    ---------
<S>          <C>                <C>         <C>         <C>            <C>             <C>           <C>
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly
   [*]       microwave module      [*]          no       DV-report     weekly demand       [*]         daily
                                                                                                       weekly

<CAPTION>
   Part                       Ordering                                                        Delivering
Nokia code    Tool          Notification             Tool          Frequency                    Method
----------    ----          ------------             ----          ---------                  ----------
<S>          <C>         <C>                  <C>                  <C>        <C>
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla
   [*]       T-tool      consumption report   fax/ e-mail/ T-tool    daily    stock replenishment against frame order
             copla

<CAPTION>
   Part                                            Flexibility
Nokia code          Notification                  requirements          Frequency
----------          ------------                  ------------          ---------
<S>          <C>                             <C>                        <C>
   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

   [*]       advise note (if applicable)     min and max stock size        TBD

<CAPTION>
   Part        Packing      Consignment       Consignment        Replenishment
Nokia code      size         min. qty          max. qty      time (of minimum stock)
----------     -------      -----------       -----------    -----------------------
<S>           <C>           <C>               <C>            <C>
   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

   [*]        10/20 pcs          [*]               [*]                 [*]

                                 ---               ---
                  total          [*]               [*]
                                 ---               ---
</TABLE>

Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

<PAGE>

               INSURANCE REQUIREMENTS APPENDIX (01/2002, US-SMALL)

SELLER shall meet and comply with the following "Insurance Requirements", as
stated in this Insurance Requirements Appendix (this "Appendix"):

1.       SELLER's Obligations

         a.       SELLER shall carry and maintain in full force and effect
                  during the term of the parties' agreement(s) at least the
                  minimum insurance coverages stated in Section 2 below.

         b.       All insurance policies providing such coverage must be written
                  on an occurrence basis for worker's compensation and
                  employer's, commercial general, commercial automobile and
                  umbrella liability coverage and on a claims made basis for
                  professional/errors and omissions and software errors and
                  omissions coverages. SELLER's insurance is primary to any
                  valid collectible insurance carried by the Additional Insureds
                  (defined below).

         c.       The insurer(s) providing such coverages must be licensed and
                  admitted in the state(s) of SELLER's operations and
                  performance of the parties' agreement(s), and have a rating of
                  "A-" and policyholder's surplus size "VII" or better as listed
                  in the then-current Best's Insurance Report published by A.M.
                  Best Company, Inc., or equivalent rating from Standard & Poors
                  or Moody's.

         d.       The Commercial General Liability and Umbrella Liability
                  insurance coverages shall protect SELLER and NOKIA and each of
                  the Additional Insureds, where applicable, from and against
                  claims against SELLER and/or NOKIA for damages for personal
                  injury, property damage, bodily injury, including without
                  limitation, mental distress and anguish, and death, which may
                  be sustained by or made against SELLER, NOKIA, their
                  respective directors, officers, employees and agents,
                  affiliates or sustained by any third parties, unless claims
                  are wholly due to the gross negligence or willful misconduct
                  of NOKIA.

2.       Minimum Insurance Coverage

         The required minimum insurance coverages and limits which SELLER shall
         obtain and maintain shall include the following:

         2.A.     Worker's Compensation and Employer's Liability:

                  2.A.1.   Coverage A -- Statutory Benefits

                           Coverage for liability imposed under the Workers'
                           Compensation laws or similar provisions of the
                           state(s) in which SELLER is performing work to
                           fulfill obligations under the parties' agreement(s),
                           including exempt employees.

                  2.A.2.   Coverage B -- Employer's Liability

                           Limits of at least:   [*] Bodily Injury by Accident
                                                 [*] Bodily Injury by Disease
                                                     - Policy Aggregate
                                                 [*] Bodily Injury by Disease
                                                     - Each Employee

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

<PAGE>

                  2.A.3.   Extensions of Coverage

                           2.A.3.1. Other States Insurance Coverage

                           2.A.3.2. Federal Workers' Compensation Act Coverage
                                    (as applicable)

                           2.A.3.3. Proprietors, Partners and Executive Officers
                                    Coverage

         2.B.     Commercial General Liability:

                  2.B.1.   Required Coverage Limits

                           The following coverages shall have the following
                           minimum limits, exclusive of defense costs, which
                           shall be paid under the insurance policy outside the
                           limits:

                           [*] General Annual Aggregate

                           [*] Products/Completed Operations Annual Aggregate

                           [*] Personal and Advertising Injury Annual Aggregate

                           [*] Each Occurrence [*] Medical Payments

                  2.B.2.   Extensions of Coverage

                           2.B.2.1. Duty to Defend

                           2.B.2.2. "Pay on behalf of" wording

                           2.B.2.3. Contractual Liability Coverage

                           2.B.2.4. Separation of Insureds

                           2.B.2.5. Worldwide Coverage

         2.C.     Commercial Automobile Liability:

                  2.C.1.   Required Coverage Limits

                           [*] Combined Single Limit Each Accident (Bodily
                               Injury/Property Damage)

                  2.C.2.   Extensions of Coverage

                           Coverage for all owned, hired and non-owned motor
                           vehicles

         2.D.     Umbrella Liability:

                  2.D.1.   Required Coverage Limits

                           [*] Each Occurrence

                  2.D.2.   Coverage

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       2.

<PAGE>

                           Excess of Employer's Liability, Commercial General
                           Liability and Commercial Automobile Liability
                           insurance policies, including all coverages and
                           extensions of coverage

                  2.D.3.   Extensions of Coverage

                           2.D.3.1. Duty to Defend

                           2.D.3.2. "Pay on behalf of" wording

The minimum amounts of insurance required in this Section 2 may be satisfied by
SELLER purchasing primary coverage in the amounts and coverages specified, or a
separate umbrella or excess policy together with a lower limit primary
underlying coverage. The structure of coverage is at SELLER's option so long as
the total amount of insurance meets these minimum requirements.

3.       Retentions

         Any deductibles, self-insured retention loss limits, retentions or
         similar obligations (collectively, "Retentions") must be disclosed on
         the certificate of insurance provided to NOKIA. Payment of all
         Retentions shall be the sole expense obligation of SELLER.

4.       Additional Insured

         a.       SELLER shall have NOKIA (including its parent, subsidiary,
                  affiliated and managed entities), its directors, officers and
                  employees, agents and assigns named as additional insureds
                  (collectively, the "Additional Insureds") under each General
                  Liability, Automobile Liability and Umbrella Liability
                  insurance policy obtained by SELLER pursuant to the
                  requirements contained in this Appendix. Such additional
                  insured status shall be procured and evidenced by an
                  "Additional Insured Endorsement" and shall cover the
                  Additional Insureds for any and all claims and legal
                  proceedings of any kind whatsoever arising out of SELLER's
                  work or operations (including the sale of goods to NOKIA)
                  performed by or on behalf of NOKIA, except for claims caused
                  by the gross negligence or willful misconduct of Nokia. Such
                  Additional Insured Endorsement shall provide that such
                  insurance is primary and shall not contribute with any
                  insurance or self-insurance that NOKIA has procured to protect
                  itself unless claims are wholly due to the gross negligence or
                  willful misconduct of NOKIA.

         b.       Each of the insurance limits required by this Appendix shall
                  be fully paid and exhausted before NOKIA, including any and
                  all of NOKIA's separate insurance coverage, if any, including
                  NOKIA's umbrella and/or excess insurance policies, if any,
                  becomes involved in the defense or payment of any claim or
                  legal proceeding. NOKIA's separate insurance coverages, if
                  any, shall be excess over any insurance afforded by SELLER in
                  compliance with the terms of this Appendix.

5.       Waiver of Subrogation

         Where permitted by law, SELLER waives and will require its insurers to
         waive all rights of subrogation and recovery against the Additional
         Insureds, whether sounding in contract, tort (including negligence and
         strict liability) or otherwise, unless such damages are caused in

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       3.

<PAGE>

         whole or in part due solely to the gross negligence or willful
         misconduct of NOKIA, or acts or omissions of NOKIA triggering strict
         liability.

6.       Proof of Insurance

         a.       Before commencement of the parties' agreement(s) and prior to
                  NOKIA having any obligation to pay SELLER whatsoever, SELLER
                  shall provide to NOKIA a certificate of insurance (ACCORD Form
                  25-S (1/95), or the latest edition) signed by a duly
                  authorized officer or agent of the insurer certifying that the
                  minimum insurance coverages set forth in Section 2 of this
                  Appendix are in effect. Further, the certificate of insurance
                  must state that NOKIA will receive at least 30 days' written
                  notice of policy cancellation, non-renewal or material
                  modification. SELLER shall thereafter provide NOKIA, at least
                  30 days' prior to the expiration date of the cancelled,
                  non-renewed or materially modified policy, written evidence by
                  an insurance certificate that such policy has been replaced,
                  renewed or modified with no lapse in coverage by another
                  policy which meets the minimum insurance coverages set forth
                  in Section 2 of this Appendix. If SELLER does not provide
                  NOKIA with such certificates of insurance within 30 days after
                  the date of the parties' agreement(s) and after each policy
                  renewal thereafter, then NOKIA may (i) suspend payments to
                  SELLER until evidence of required coverage is provided or (ii)
                  terminate the parties' agreement(s) or any then-current
                  statement(s) of work, work order(s), etc.

         b.       NOKIA's approval of any of SELLER's insurance coverages does
                  not relieve or limit any of SELLER's obligations under the
                  parties' agreement(s), including, but not limited to,
                  liability under the indemnification and defense provisions of
                  the parties' agreement(s) for claims exceeding required
                  insurance limits.

         c.       In no event shall NOKIA's allowing SELLER to begin or complete
                  its obligations under the parties' agreement(s), or acceptance
                  of any such performance or payment therefor, be construed as a
                  waiver of NOKIA's right to assert a claim against SELLER for
                  breach of SELLER's obligations under this Appendix, or declare
                  SELLER in default of the parties' agreement(s) for failure to
                  comply with any of SELLER's obligations under this Appendix,
                  all and each of which are deemed material.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       4.
<PAGE>

[NOKIA LOGO]                                                                1(6)
Purchase Agreement Agreement No.        Confidential
Appendix 8
Nokia Networks

                MANDATORY ENVIRONMENTAL REQUIREMENTS FOR PRODUCTS

                        DELIVERED TO NOKIA NETWORKS (NET)

TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                <C>
1.        Purpose and scope..................................................................................      2
2.        General............................................................................................      2
3.        Requirements.......................................................................................      2
     3.1      Substances requirements........................................................................      2
          3.1.1    Nokia Substance List......................................................................      2
          3.1.2    Material content information..............................................................      2
     3.2      Solder requirements............................................................................      3
     3.3      Requirement of providing information on substances used in Product.............................      3
     3.4      Requirement of symbol indicating need for separate collection..................................      3
     3.5      Information on the Date of placing on the market...............................................      4
     3.6      Re-use and Recycling...........................................................................      4
     3.7      Separate disassembly...........................................................................      4
     3.8      Battery requirements...........................................................................      5
          3.8.1    Substance requirement.....................................................................      5
          3.8.2    Marking and documentation.................................................................      5
4.        Exhibites..........................................................................................      6
</TABLE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

<PAGE>

[NOKIA LOGO]                                                                2(6)

Purchase Agreement Agreement No.        Confidential
Appendix 8
Nokia Networks

1.       PURPOSE AND SCOPE

         This document describes the environmental requirements ("Environmental
         Requirements") which are mandatory according to the agreed upon
         schedule. These Environmental Requirements are applicable to any and
         all products delivered to Nokia by supplier (the "Product"). In case of
         discrepancy between this document and other written requirement of
         Nokia regading environmental requirements, the text of this document
         shall prevail over any other document unless otherwise stated in this
         document

2.       GENERAL

         Nokia Networks (NET) aims to minimise the environmental impacts of
         communication networks by systematically considering environmental
         issues in product design. The mandatory environmental requirements
         described in this document are based on NET environmental goal areas
         (e.g. environmentally relevant substances) and legislative requirements
         (such as but not limited to Directive 2002/95/EC of the European
         Parliament and of the Council of 27 January 2003 on the restriction of
         the use of certain hazardous substances in electrical and electronic
         equipment ("RoHS") and Directive 2002/96/EC of the European Parliament
         and of the Council of 27 January 2003 on waste electrical and
         electronic equipment ("WEEE")).

3.       REQUIREMENTS

3.1      SUBSTANCES REQUIREMENTS

3.1.1    Nokia Substance List

         All the products, parts and modules supplied to Nokia Networks shall be
         compliant with the Nokia Substance List (EXHIBIT A). However, lead,
         mercury, cadmium, hexavalent chromium, polybrominated biphenyls (PBB)
         and polybrominated diphenyl ethers (PBDE) shall be banned from 31
         December, 2005, unless Nokia has given information for another earlier
         date for banning the use of these materials in Products, in which case
         such earlier date shall be applicable. The time limits for the
         exemptions for RoHS requirements in Nokia Substance List are the
         ultimate deadlines for the exemptions, and such exemption deadlines are
         applicable only and to the extent where there are no Product specific
         or other earlier time limits or deadlines required or informed by Nokia
         elsewhere. Any and all change(s) in Product material or substance, even
         though such change is required by Nokia in Nokia Substance List or
         elsewhere, is always subject to change management process and a written
         notice to Nokia in accordance with the terms and conditions of the
         valid purchase agreement. Please read the cover letter of the Nokia
         Substance List carefully.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       2.
<PAGE>



[NOKIA LOGO]                                                                3(6)

Purchase Agreement Agreement No.        Confidential
Appendix   8
Nokia Networks

         Statement of Conformance to Nokia Substance List (EXHIBIT D) is
         delivered to Nokia according to schedules given in chapter 3.

                  References

                  -        Proposal for a Directive of the European Parliament
                           and of the Council on the restriction of the use of
                           certain hazardous substances in electrical and
                           electronic equipment (RoHS)

                  -        other Nokia requirements

3.1.2    Material content information

         [*]

         [*]

                  References:

                  -        Proposal for a Directive of the European Parliament
                           and of the Council on the restriction of the use of
                           certain hazardous substances in electrical and
                           electronic equipment (RoHS)

                  -        Proposal for a Directive of the European Parliament
                           and of the Council on waste electrical and electronic
                           equipment (WEEE)

                  -        Nokia Substance List

3.2      SOLDER REQUIREMENTS

         [*]

[NET_LEADFREE_SPEC. PDF LOGO]     ["LEADFREE UPDATE FOR SUPPLIERS_160902.PDF
                                   LOGO]

                  Reference:

                  -        Proposal for a Directive of the European Parliament
                           and of the Council on the restriction of the use of
                           certain hazardous substances in electrical and
                           electronic equipment (RoHS)

3.3      REQUIREMENT OF PROVIDING INFORMATION ON SUBSTANCES USED IN PRODUCT

         Accurate information (to the best of supplier's knowledge and in
         reliance on information provided by supplier's suppliers) regarding
         Environmentally relevant substances and the information of their
         locations in the Product shall be stated in the product documents.
         Environmentally relevant materials are defined in the Nokia Substance
         List (please see chapter 3.1). [*]

                  Reference:

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       3.
<PAGE>

[NOKIA LOGO]                                                                4(6)

Purchase Agreement Agreement No.        Confidential
Appendix 8
Nokia Networks

                  -        Proposal for a Directive of the European Parliament
                           and of the Council on waste electrical and electronic
                           equipment (WEEE)

                  -        Nokia Substance List

3.4      REQUIREMENT OF SYMBOL INDICATING NEED FOR SEPARATE COLLECTION

         Products, which are as such part of the NET product entity targeted to
         consumer use or which are product entities themselves, and which are
         delivered to Nokia NET after 1st January 2005, shall be marked with the
         symbol indicating separate collection for electrical and electronic
         equipment. The marking shall follow the requirements defined in the
         WEEE directive. The symbol, as shown below, must be printed visibly,
         legibly and indelibly.

[PICTURE]

         Figure 1: Crossed-out wheeled bin

3.5      INFORMATION ON THE DATE OF PLACING ON THE MARKET

         In order to enable the date upon which the Product was placed on the
         market to be determined unequivocally from 13 August 2005, a mark on
         the Product shall specify that the latter was placed on the market
         after 13 August 2005. The supplier shall further strictly follow and
         implement European standard(s) to further define and specify such
         information based on the WEEE directive.

3.6      RE-USE AND RECYCLING

         Component, material and substance re-use and recycling shall be [*] at
         the latest based on the WEEE directive requirement.

3.7      SEPARATE DISASSEMBLY

         As a minimum the substances, preparations and components defined in
         Proposal for a Directive of the European Parliament and of the Council
         on waste electrical and electronic equipment and adantment (WEEE),
         Annex II, have to be removed from products in their end-of-life phase.
         Thus, the removal of these substances, preparations and components
         shall be enabled.

                  Reference:

                  -        Proposal for a Directive of the European Parliament
                           and of the Council on waste electrical and electronic
                           equipment and adantment (WEEE)

3.8      BATTERY REQUIREMENTS

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       4.
<PAGE>

[NOKIA LOGO]                                                                5(6)

Purchase Agreement Agreement No.        Confidential
Appendix   8
Nokia Networks

3.8.1    Substance requirement

         All the batteries and accumulators in Products shall be mercury (Hg)
         free.

3.8.2    Marking and documentation

         Batteries and accumulators containing cadmium (Cd) and lead (Pb) shall
         be marked with crossed-out wheeled bin-symbol prior to delivery to
         Nokia. Information about proper end-of-life treatment must be provided
         proptly upon Nokia's request.

                  Reference:

                  -        Council Directive on batteries and accumulators
                           containing certain dangerous substances (91/157/EEC),
                           and adantments 93/86/EEC and 98/101/EC

4        EXHIBITS

EXHIBIT A) NOKIA SUBSTANCE LIST:

[Link to Doc " Nokia Substance List v-3.xls"]

EXHIBIT B) MATERIAL DATA FORM TEMPLATE PROVIDED BY NOKIA:

[Link to Doc "MDFV5-01.xls"]

EXHIBIT C) MATERIAL DECLARATION TEMPLATE PROVIDED BY NOKIA:

[Link to Doc "mat declaration template.doc"]

EXHIBIT D) STATEMENT OF CONFORMANCE TO NOKIA SUBSTANCE LIST:

[Link to S-o-Conformance_NSLv3.0.xls]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
     HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
                                    AMENDED.

                                       5.