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Exhibit 10.28
CONFIDENTIAL TREATMENT REQUESTED  EDITED COPY
 **** Certain confidential information contained in this document 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. Omissions are designated as [****].
  MASTER MANUFACTURING SERVICES
 AND SUPPORT AGREEMENT
 Between
 Endwave Corporation and Hana Microelectronics Limited
 October 15, 2006




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Table of Contents
 Page No.Opening and RecitalsAgreement TermsArticle 1.
    
    Effective Term
    
    
    3Article 2.
    
    Scope
    
    
    3Article 3.
    
    Structure
    
    
    4Article 4.
    
    Definitions of Terms
    
    
    4Article 5.
    
    Engagement of Manufacturer
    
    
    4Article 6.
    
    Responsibilities
    
    
    5Article 7.
    
    Order Management Process
    
    
    7Article 8.
    
    Quality
    
    
    7Article 9.
    
    Engineering Change Notices
    
    
    9Article 10.
    
    Factory Returns
    
    
    10Article 11.
    
    New Product Introduction Process
    
    
    10Article 12.
    
    Property Management & Control
    
    
    10Article 13.
    
    Intellectual Property
    
    
    11Article 14.
    
    Contractual Changes
    
    
    11Article 15.
    
    Reporting and Liaison
    
    
    12Article 16.
    
    Reviews
    
    
    12Article 17.
    
    Payment Terms
    
    
    13Article 18.
    
    Product Warranties & Disclaimers
    
    
    13Article 19.
    
    Indemnification
    
    
    14Article 20.
    
    Insurance
    
    
    15Article 21.
    
    Limitation of Liability
    
    
    15Article 22.
    
    Confidentiality
    
    
    16Article 23.
    
    Termination
    
    
    17Article 24.
    
    Disputes
    
    
    17Article 25.
    
    General Provisions
    
    
    17
 Exhibit 1: Definitions of Terms and Acronyms
Exhibit 2: Service Pricing
Exhibit 3: Hana Provided Manufacturing Material & Supplies
Exhibit 4: Equipment Loan Agreement of January 2005
 Appendix A: Logistics Matters
Appendix B: New Product Introduction (NPI) Process
Appendix C: Factory Return Process and Procedures




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Master Manufacturing Services Support Agreement
 Master Manufacturing Services & Support Agreement
 Recitals
 Whereas
 Whereas
 Whereas
 Now Therefore
 Terms of Agreement
 1. Effective Term.
 2. Scope.
 **** Certain confidential information contained in this document 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. Omissions
are designated as [****].




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3. Structure. New Product Introduction
 4. Definitions of Terms.
 5. Engagement of Manufacturer.
 5.1 Manufacture of Products for Buyer.
 5.2 Manufacturing Facility.
 5.3 Exclusivity of Production.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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5.4 Non-Delegable Responsibility.
 5.5 Covenant Not To Compete. provided
 6. Responsibilities.
 6.1 Manufacturers Responsibilities.
             **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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6.2 Buyers Responsibilities.
              **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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7. Order Management Process.
 8. Quality.
 8.1 Quality Warranty.
 8.2 Supplier Quality.
 8.3 Facility.
 8.4 New Designs.
 8.5 Quality System Standard.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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8.6 Environmental Management System.
 8.7 Site Visits and Surveys.
 8.8 Disaster Planning.
 8.9 Manufacturing Metrics.
 8.10 Access to Information and Corrective Action.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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9. Engineering Change Notices (ECNs).
 9.1
          9.2 ECN Process Review.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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10. Factory Returns.
 11. New Product Introduction (NPI) Process.
 12. Property Management & Control.
 13. Intellectual Property.
 13.1 Buyers IP Rights.
 13.2 Manufacturers IP Rights.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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13.3 Limitations on Rights.
       14. Contractual Changes.
 15. Reporting and Liaison.
      **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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16. Reviews.
 (a)
    
    [****];(b)
    
    [****];(c)
    
    [****];(d)
    
    [****];(e)
    
    [****];(f)
    
    [****];(g)
    
    [****];(h)
    
    [****];(i)
    
    [****].
 [****]
 17. Payment Terms.
 17.1 Payments. Product Pricing
 17.2 Payment Conditions.
 17.3 Taxes and Duties. **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      
  18. Product Warranties & Disclaimers.
 18.1 Product Warranty.
 18.2 Warranty Service.
 18.3 Latent Defects.
 18.4 Repair/Replacement System.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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18.5 Non-Warranty Returns. (Reserved).
 18.6 Reporting.
 19. Indemnification.
 19.1 Infringement Indemnification by Manufacturer.
 19.2 Infringement Indemnification by Buyer.
 19.3 Product Liability. provided
 19.4 Indemnification Procedure.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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20. Insurance.


21. Limitation of Liability. SHALL NOT


22. Confidentiality.


22.1 Restrictions on Use and Disclosure.


22.2 Required Disclosure. provided however **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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22.3 Injunctive Relief.
 22.4 No Rights Granted.
 22.5 Survival of Rights.
 23. Termination.
 23.1 Termination for Convenience.
 23.2 Termination for Cause.
 24. Disputes.
   **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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25. General Provisions.
 25.1 Governing Law/Venue.
 25.2 Notices.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].




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25.3 Relationship of the Parties.
 25.4 No Third Party Beneficiaries.
 25.5 Assignment.
 25.6 Force Majeure.
 25.7 Waiver and Amendments.
 25.8 Construction.
 25.9 Entire Agreement. **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      
  25.10 Counterparts.
 In Witness Whereof
 BUYER
    
    
    
    MANUFACTURERBy:
    
    /s/ Steve Layton
Oct. 18, 2006
    
    
    
    By:
    
    /s/ W.K. Chow Oct. 18,
2006Steve Layton
    
    
    
    
    
    W.K. ChowName:
    
    
    
    
    
    Name:Vice-President & General Manager
    
    
    
    
    
    Vice President, SalesTitle:
    
    
    
    
    
    Title:
 Exhibits:
 1: Definitions of Terms and Acronyms2: Service Pricing3: Hana Provided Manufacturing Materials & Supplies4: Equipment Loan Agreement of January 2005
 Appendices
 A: Logistics MattersB: New Product Introduction (NPI) ProcessC: Factory Return Process and Procedures
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
       EXHIBIT 1
Definitions of Terms and Acronyms
 ATE
 Buyer
 Buyer Technology
 CDR
 CMDR
 ECN
 EU
 FGI
 Intellectual Property
 Kanban
 Manufacturer
 Manufacturing Facility
 MMSSA
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      MRB
 NCRB
 NPI [****]
 Products
 RMA
 RMI
 RTV means Buyer provided RMI components that are deficient in Manufacturers reasonable judgment,
and must be returned to vendor by Manufacturer.
 RoHS
 STE
 WEEE
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      EXHIBIT 2
Service Pricing
 HanaProgram
    
    Part
    
    Description
    
    Price[****]
    
    [****]
    
    [****]
    
    [****]
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      APPENDIX A
BUSINESS LOGISTICS
 1.0 Introduction. Appendix A
 2.0 Overview.
 3.0 Material Staging.
 4.0 RMI Stores.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      5.0 Kit Launch Orders (Orders).
 6.0 The Manufacturing Sequence and Cycle Time.
 a.
    
    [****]: kit assembly from RMI, and launch into production;b.
    
    [****]: fabrication into final assembliesc.
    
    [****]: final assembly test, seal, and documentationd.
    
    [****]: ship from FGI, or from Kanban, or to Kanban, as required.
 7.0. Kanban.
 8.0 Manufacturer Supplied Items.
 9.0 Special Test Equipment.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      10.0 Periodic; Review.
 Figure 1
  **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      Figure 1A
  **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      APPENDIX B
NEW PRODUCT INTRODUCTION PROCESS
 1.0 Introduction. Appendix B
 2.0 Overview.
 3.0 PV Initialization.
 4.0 Pre-Production Units.
 5.0 Buyer Validation.
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      6.0 Low Rate Initial Production (LRIP).
 **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      APPENDIX C
FACTORY RETURN PROCESS & PROCEDURES
 1.0 Introduction. Appendix C
 2.0 Overview.
 3.0 Initial Report.
 4.0 Receipt.
 5.0 Analysis.
  **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].
      6.0 Confirmation.
 7.0 Repair Action. without
 8.0 Shipment.
 9.0 Financial Responsibility.
    **** Certain confidential information contained in this doc
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. Omissions
are designated as [****].