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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K
AMENDMENT NO. 1 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2003 Commission File No. 0-23866 VL Dissolution Corporation  Colorado
    
    06-0679347(State or other jurisdiction of incorporation)
    
    (I.R.S. Employer Identification No.)
 1625 Broadway
Suite 990
Denver, Colorado 80202
(303) 592-5700
(Address and Telephone Number of Principal Executive Offices) Securities registered under Section 12(b) of the Exchange Act:
None Securities registered under Section 12(g) of the Exchange Act: Title of Class
Common Stock, $.01 Par Value Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. x Yes o No Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of issuers knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o At September 15, 2003, 7,348,572 shares of Common Stock were outstanding.
The aggregate market value of the Common Stock held by non-affiliates on
September 15, 2003 was $8,156,915 based on the OTCBB closing price of $1.11 per
share on that date.




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TABLE OF CONTENTS  PART II   FINANCIAL INFORMATIONItem 9A. Controls and ProceduresPART III  OTHER INFORMATIONItem 14. Exhibits, Financial Statement Schedules and Reports on Form 8-KSIGNATURESEXHIBIT INDEXCertification by the Board of Directors - Section 302Certification by the Board of Directors - Section 906    Table of Contents  EXPLANATORY NOTE VL Dissolution Corporation hereby amends Part II, Item 9A and Part III, Item 14
of its Annual Report on Form 10-K for the fiscal year ended June 30, 2003 to
conform certain disclosures and to to include the exhibits that were omitted
from the original filing. 
 PART II   FINANCIAL INFORMATION 
 Item 9A. Controls and Procedures The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the reports that the
Company files under the Securities Exchange Act of 1934, as amended (Exchange
Act), is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is
accumulated and communicated to the Board of Directors to allow timely
decisions regarding required disclosure about Companys disclosure controls and
procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. As of May 5, 2003 the Company sold substantially all of its assets and began
the orderly dissolution and liquidation of its assets. As the Company
currently has no ongoing operations, chief executive officer, principal
financial officers, principal accounting officer or employees, the evaluation
of the effectiveness of the design and operation of the Companys disclosure
controls and procedures as of the end of the period covered by this Form 10-Q
was performed by the Companys Board of Directors. Based on that evaluation,
the Board has concluded that the Companys disclosure controls and procedures
are effective as of the end of such period. Furthermore, there have been no changes in the Companys internal controls over
financial reporting during the fiscal year ended June 30, 2003 that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting. 
 PART III  OTHER INFORMATION 
 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K Exhibit No.
    
    Description2.1
    
    Amended Plan of Dissolution of Vari-L Company, Inc. as approved
by the shareholders at the special meeting held on May 5, 2003 filed
as Exhibit 2.1 to the Form 10-Q for the quarter ended March 31, 2003
and incorporated herein by reference.3.1a
    
    Restated Articles of Incorporation, as Amended, filed as Exhibit
4.1 to the Form S-8 Registration Statement (No. 33-88666) and
incorporated herein by reference.3.1b
    
    Articles of Amendment to the Articles of Incorporation filed as
Exhibit 3.1b to the Form 10-KSB for the year ended December 31, 1996
and incorporated herein by reference.3.2
    
    Amended and Restated Bylaws adopted September 26, 2002 and filed
as Exhibit 3.2 to the Form 10-K for the fiscal year ended June 30,
2002 and incorporated herein by reference.




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Exhibit No.
    
    Description4.1
    
    Specimen Certificate for $.01 par value Common Stock filed as
Exhibit 4.3 to the Form SB-2 Registration Statement (No. 33-74704-D)
and incorporated herein by reference.4.2
    
    Rights Agreement with American Securities Transfer, Inc. dated
March 15, 1996 filed as Exhibit 4.2 to the Form 8-A/A Registration
Statement (No. 0-23866) and incorporated herein by reference.4.3
    
    Specimen Certificate for Right to Purchase $.01 par value Common
Stock filed as Exhibit 4.3 to the Form 8-A/A Registration Statement
(No. 0-23866) and incorporated herein by reference.4.4
    
    Securities Purchase Agreement with the Purchasers dated March 4,
1997 filed as Exhibit 4.5 to the Form S-3 Registration Statement (No.
333-25173) and incorporated herein by reference.4.6
    
    Form of Warrant to Purchase Common Stock issued to the Purchasers
under the Securities Purchase Agreement dated March 4, 1997 filed as
Exhibit 4.7 to the Form S-3 Registration Statement (No. 333-25173) and
incorporated herein by reference.4.7
    
    Amendment No. 1 to Rights Agreement with American Securities
Transfer, Inc. dated October 7, 2002 and filed as Exhibit 4.7 to the
Form 10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.10.1
    
    Executive Employment Agreement with Joseph H. Kiser, dated
effective June 1, 1997, filed as Exhibit 10.1 to the Form 10-QSB for
the quarter ended September 30, 1998 and incorporated herein by
reference.10.2
    
    Lease Agreement dated January 1, 1987 with J.C. Enterprises for the
facility located at 5165 Peoria Street, Denver, Colorado, as amended on
December 6, 1990 and March 23, 1993, filed as Exhibit 10.15 to the Form
SB-2 Registration Statement (No. 33-74704-D) and incorporated herein by
reference.10.3
    
    Settlement Agreement with Joseph H. Kiser, David G. Sherman, Alwin
E. Branson and Carolyn Y. Kiser dated January 31, 1992, as amended
March 23, 1993, filed as Exhibit 10.18 to the Form SB-2 Registration
Statement (No. 33-74704-D) and incorporated herein by reference.10.4
    
    Profit Sharing Plan and Trust Agreement, as amended and restated
effective April 19, 1994 filed as Exhibit 10.16 to the Form 10-KSB for
the year ended December 31, 1994 and incorporated herein by reference.10.5
    
    Lease Agreement dated March 12, 1997 with Five K Investments for
the facility located at 4895 Peoria Street, Denver, Colorado filed as
Exhibit 10 to the Form 10-QSB for the quarter ended September 30, 1997
and incorporated herein by reference.10.6
    
    Third Amendment to Lease Agreement dated January 1, 1987 with J.C.
Enterprises for the facility located at 5165 Peoria Street, Denver,
Colorado, as amended December 6, 1990, March 23, 1993, and October 30,
1998 filed as Exhibit 10.6 to the Form 10-QSB for the quarter ended
September 30, 1998 and incorporated herein by reference.




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Exhibit No.
    
    Description10.7
    
    Termination and Consulting Agreement with David G. Sherman dated
August 1, 2000 filed as Exhibit 10.1 to the Form 8-K dated August 1,
2000 and incorporated herein by reference.10.8
    
    Employment Agreement with Timothy M. Micun dated March 2, 2001
filed as Exhibit 10.26 to the Form 10-K for the fiscal year ended June
30, 2001 and incorporated herein by reference.10.9
    
    Credit and Security Agreement with Wells Fargo Business Credit,
Inc. dated June 28, 2001 filed as Exhibit 99.2 to the Form 8-K dated
June 28, 2001 and incorporated herein by reference.10.10
    
    Patent and Trademark Security Agreement with Wells Fargo Business
Credit, Inc. dated June 28, 2001 filed as Exhibit 99.3 to the Form 8-K
dated June 28, 2001 and incorporated herein by reference.10.11
    
    First Amendment to Credit and Security Agreement dated September
17, 2001 filed as Exhibit 10.1 to the Form 10-Q dated September 30,
2001 and incorporated herein by reference.10.12
    
    Employee Stock Purchase Plan effective as of November 30, 2001
filed as Exhibit 10.1 to the Form 10-Q for the quarter ended December
31, 2001 and incorporated herein by reference.10.13
    
    Amended and Restated Tandem Stock Option and Stock Appreciation
Rights Plan, effective as of January 1, 2002 filed as Exhibit 10.1 to
the Form 10-Q for the quarter ended March 31, 2002 and incorporated by
reference herein.10.14
    
    Stock Grant Plan effective as of January 1, 2002 filed as Exhibit
10.2 to the Form 10-Q for the quarter ended March 31, 2002 and
incorporated herein by reference.10.15
    
    Agreement between Vari-L Company, Inc. and Asvan Technology, LLC
dated January 25, 2002 filed as Exhibit 10.15 to the Form 10-K for the
fiscal year ended June 30, 2002 and incorporated herein by reference.10.16
    
    Second Amendment to Credit and Security Agreement with Wells Fargo
Business Credit, Inc. dated February 8, 2002 filed as Exhibit 10.16 to
the Form 10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.10.17
    
    Form of Indemnity Agreement by and among Vari-L Company, Inc. and
each of Gil J. Van Lunsen (dated June 1, 2001), Sarah L. Booher (dated
July 5, 2001), David A. Lisowski (dated July 5, 2001), Anthony B.
Petrelli (dated July 5, 2001), David M. Risley (dated November 21,
2001) and Robert C. Dixon (dated January 11, 2002) filed as Exhibit
10.17 to the Form 10-K for the fiscal year ended June 30, 2002 and
incorporated herein by reference.10.18
    
    Employment Agreement with Charles R. Bland dated August 1, 2002
filed as Exhibit 10.18 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.19
    
    Employment Agreement with Russell M. Crouch dated August 1, 2002
filed as Exhibit 10.19 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.




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Exhibit No.
    
    Description10.20
    
    Employment Agreement with Richard P. Dutkiewicz dated August 1,
2002 filed as Exhibit 10.20 to the Form 10-K for the fiscal year ended
June 30, 2002 and incorporated herein by reference.10.21
    
    Employment Agreement with Ernest C. Hafersat dated August 1, 2002
filed as Exhibit 10.21 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.22
    
    Employment Agreement with Janice E. Hyland dated August 1, 2002
filed as Exhibit 10.22 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.23
    
    Employment Agreement with Matthew D. Pope dated August 1, 2002
filed as Exhibit 10.23 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.24
    
    Employment Agreement with Larry M. Romero dated August 1, 2002
filed as Exhibit 10.24 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.25
    
    Employment Agreement with Timothy G. Schamberger dated August 1,
2002 filed as Exhibit 10.25 to the Form 10-K for the fiscal year ended
June 30, 2002 and incorporated herein by reference.10.26
    
    Employment Agreement with Daniel J. Wilmot dated August 1, 2002
filed as Exhibit 10.26 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.27
    
    Engagement letter with Green, Manning & Bunch, Ltd. dated
September 9, 2002 filed as Exhibit 10.27 to the Form 10-K for the
fiscal year ended June 30, 2002 and incorporated herein by reference.10.28
    
    Forbearance Agreement and Third Amendment to Credit and Security
Agreement with Wells Fargo Business Credit, Inc. dated September 26,
2002 filed as Exhibit 99.1 to the Form 8-K dated October 1, 2002 and
incorporated herein by reference.10.29
    
    Indemnity Agreement, dated October 2, 2002, by and among Vari-L
Company with Charles R. Bland filed as Exhibit 10.29 to the Form 10-K
for the fiscal year ended June 30, 2002 and incorporated herein by
reference.10.30
    
    Indemnity Agreement, dated October 2, 2002, by and among Vari-L
Company, Inc. with Richard P. Dutkiewicz filed as Exhibit 10.30 to the
Form 10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.10.31
    
    Memorandum of Understanding dated October 3, 2002 between Vari-L
Company, Inc. and the plaintiffs in Civil Action No. 00-S-1198 between
plaintiffs Michael Rasner, et al., on behalf of themselves and other
similarly situated and defendants Vari-L Company, Inc., Derek Bailey,
Joseph Kiser, David G. Sherman and Jon Clark in the United States
District Court, District of Colorado, by and through their respective
attorneys, for settlement of litigation against Vari-L Company, Inc.
filed as Exhibit 10.31 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.




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Exhibit No.
    
    Description10.32
    
    Loan Agreement with Sirenza Microdevices, Inc. dated October 7,
2002 filed as Exhibit 10.32 to the Form 10-K for the fiscal year ended
June 30, 2002 and incorporated herein by reference.10.33
    
    Security Agreement with Sirenza Microdevices, Inc. dated October
7, 2002 filed as Exhibit 10.33 to the Form 10-K for the fiscal year
ended June 30, 2002 and incorporated herein by reference.10.34
    
    Exclusivity and Right of First Refusal Agreement with Sirenza
Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.34 to the
Form 10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.10.35
    
    Resale Registration Rights Agreement with Sirenza Microdevices,
Inc. dated October 7, 2002 filed as Exhibit 10.35 to the Form 10-K for
the fiscal year ended June 30, 2002 and incorporated herein by
reference.10.36
    
    Letter Agreement dated November 12, 2002 between Vari-L
Corporation, Inc. and Five K Investments amending that certain lease
agreement dated as of March 12,1997 by and between Vari-L Corporation,
Inc. and Five K Investments filed as Exhibit 10.1 to the Form 10-Q for
the quarter ended September 30, 2002 and incorporated herein by
reference.10.37
    
    Stipulation of Settlement dated January 22, 2003 between Vari-L
Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman, Jon
L. Clark and the plaintiffs in Civil No. 00-S-1198 between plaintiffs
Michael Rasner, et al., on behalf of themselves and other similarly
situated and defendants Vari-L Company, Inc., Derek L. Bailey, Joseph
H. Kiser, David G. Sherman and Jon L. Clark in the United State
District Court, District of Colorado, by and through their respective
attorneys, for settlement of litigation against Vari-L Company, Inc.
filed as Exhibit 10.1 to the Form 10-Q for the quarter ended December
31, 2002 and incorporated herein by reference.10.38
    
    Form of Amended and Restated Indemnity Agreement by and among
Vari-L Company, Inc. and each of Gil J. Van Lunsen, Sarah L. Booher,
David A. Lisowski, Anthony B. Petrelli, David M. Risley, Robert C.
Dixon, Charles A. Bland and Richard P. Dutkiewicz each dated as of
March 11, 2003 filed as Exhibit 10.1 to the Form 10-Q for the quarter
ended March 31, 2003 and incorporated herein by reference.10.39
    
    Sublease Agreement dated March 31, 2003, by and among Vari-L
Company, Inc. and Olin Acquisition Corporation for the facility located
at 11101 East 51st Street, Denver, Colorado filed as Exhibit 10.2 to
the Form 10-Q for the quarter ended March 31, 2003 and incorporated
herein by reference.10.40
    
    Sublease Agreement dated March 31, 2003, by and among Vari-L
Company, Inc. and Olin Acquisition Corporation for the facility located
at 5165 Peoria Street, Denver, Colorado filed as Exhibit 10.3 to the
Form 10-Q for the quarter ended March 31, 2003 and incorporated herein
by reference.10.41
    
    Sublease Agreement dated March 31, 2003, by and among Vari-L
Company, Inc. and Olin Acquisition Corporation for the facility located
at 4895 Peoria Street, Denver, Colorado filed as Exhibit 10.4 to the
Form 10-Q for the quarter ended March 31, 2003 and incorporated herein
by reference.




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Exhibit No.
    
    Description10.42
    
    Sublease Agreement dated March 31, 2003, by and among Vari-L
Company, Inc. and Olin Acquisition Corporation for the facility located
at 4955 Peoria Street, Denver, Colorado filed as Exhibit 10.5 to the
Form 10-Q for the quarter ended March 31, 2003 and incorporated herein
by reference.10.43*
    
    Letter Agreement dated May 6, 2003 between Vari-L Corporation,
Inc. and Cloyses Partners, LLC.23*
    
    Consent of KPMG LLP31
    
    Certification by the Board of Directors pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232
    
    Certification by the Board of Directors pursuant to 18 U.S.C
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 * Previously filed. Schedule II, Valuation and Qualifying Accounts, for the period from July 1,
2002 to May 5, 2003 and for the years ended June 30, 2002 and 2001 (Unaudited) Reports on Form 8-K A report on Form 8-K dated May 5, 2003 under Items 2 and 7 was filed with the
Commission on May 6, 2003.




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SIGNATURES In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated. /s/ DAVID A. LISOWSKI
David A. Lisowski, Director
    
    Date: August 17, 2004/s/ ANTHONY B. PETRELLI
Anthony B. Petrelli, Director
    
    Date: August 17, 2004/s/ DAVID M. RISLEY
David M. Risley, Director
    
    Date: August 17, 2004




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EXHIBIT INDEX Exhibit No.
    
    Description2.1
    
    Amended Plan of Dissolution of Vari-L Company, Inc. as approved
by the shareholders at the special meeting held on May 5, 2003 filed
as Exhibit 2.1 to the Form 10-Q for the quarter ended March 31, 2003
and incorporated herein by reference.3.1a
    
    Restated Articles of Incorporation, as Amended, filed as Exhibit
4.1 to the Form S-8 Registration Statement (No. 33-88666) and
incorporated herein by reference.3.1b
    
    Articles of Amendment to the Articles of Incorporation filed as
Exhibit 3.1b to the Form 10-KSB for the year ended December 31, 1996
and incorporated herein by reference.3.2
    
    Amended and Restated Bylaws adopted September 26, 2002 and filed
as Exhibit 3.2 to the Form 10-K for the fiscal year ended June 30,
2002 and incorporated herein by reference.4.1
    
    Specimen Certificate for $.01 par value Common Stock filed as
Exhibit 4.3 to the Form SB-2 Registration Statement (No. 33-74704-D)
and incorporated herein by reference.4.2
    
    Rights Agreement with American Securities Transfer, Inc. dated
March 15, 1996 filed as Exhibit 4.2 to the Form 8-A/A Registration
Statement (No. 0-23866) and incorporated herein by reference.4.3
    
    Specimen Certificate for Right to Purchase $.01 par value Common
Stock filed as Exhibit 4.3 to the Form 8-A/A Registration Statement
(No. 0-23866) and incorporated herein by reference.4.4
    
    Securities Purchase Agreement with the Purchasers dated March 4,
1997 filed as Exhibit 4.5 to the Form S-3 Registration Statement (No.
333-25173) and incorporated herein by reference.4.6
    
    Form of Warrant to Purchase Common Stock issued to the Purchasers
under the Securities Purchase Agreement dated March 4, 1997 filed as
Exhibit 4.7 to the Form S-3 Registration Statement (No. 333-25173) and
incorporated herein by reference.4.7
    
    Amendment No. 1 to Rights Agreement with American Securities
Transfer, Inc. dated October 7, 2002 and filed as Exhibit 4.7 to the
Form 10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.10.1
    
    Executive Employment Agreement with Joseph H. Kiser, dated
effective June 1, 1997, filed as Exhibit 10.1 to the Form 10-QSB for
the quarter ended September 30, 1998 and incorporated herein by
reference.10.2
    
    Lease Agreement dated January 1, 1987 with J.C. Enterprises for the
facility located at 5165 Peoria Street, Denver, Colorado, as amended on
December 6, 1990 and March 23, 1993, filed as Exhibit 10.15 to the Form
SB-2 Registration Statement (No. 33-74704-D) and incorporated herein by
reference.10.3
    
    Settlement Agreement with Joseph H. Kiser, David G. Sherman, Alwin
E. Branson and Carolyn Y. Kiser dated January 31, 1992, as amended
March 23, 1993, filed as Exhibit 10.18 to the Form SB-2 Registration
Statement (No. 33-74704-D) and incorporated herein by reference.10.4
    
    Profit Sharing Plan and Trust Agreement, as amended and restated
effective April 19, 1994 filed as Exhibit 10.16 to the Form 10-KSB for
the year ended December 31, 1994 and incorporated herein by reference.10.5
    
    Lease Agreement dated March 12, 1997 with Five K Investments for
the facility located at 4895 Peoria Street, Denver, Colorado filed as
Exhibit 10 to the Form 10-QSB for the quarter ended September 30, 1997
and incorporated herein by reference.10.6
    
    Third Amendment to Lease Agreement dated January 1, 1987 with J.C.
Enterprises for the facility located at 5165 Peoria Street, Denver,
Colorado, as amended December 6, 1990, March 23, 1993, and October 30,
1998 filed as Exhibit 10.6 to the Form 10-QSB for the quarter ended
September 30, 1998 and incorporated herein by reference.




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Exhibit No.
    
    Description10.7
    
    Termination and Consulting Agreement with David G. Sherman dated
August 1, 2000 filed as Exhibit 10.1 to the Form 8-K dated August 1,
2000 and incorporated herein by reference.10.8
    
    Employment Agreement with Timothy M. Micun dated March 2, 2001
filed as Exhibit 10.26 to the Form 10-K for the fiscal year ended June
30, 2001 and incorporated herein by reference.10.9
    
    Credit and Security Agreement with Wells Fargo Business Credit,
Inc. dated June 28, 2001 filed as Exhibit 99.2 to the Form 8-K dated
June 28, 2001 and incorporated herein by reference.10.10
    
    Patent and Trademark Security Agreement with Wells Fargo Business
Credit, Inc. dated June 28, 2001 filed as Exhibit 99.3 to the Form 8-K
dated June 28, 2001 and incorporated herein by reference.10.11
    
    First Amendment to Credit and Security Agreement dated September
17, 2001 filed as Exhibit 10.1 to the Form 10-Q dated September 30,
2001 and incorporated herein by reference.10.12
    
    Employee Stock Purchase Plan effective as of November 30, 2001
filed as Exhibit 10.1 to the Form 10-Q for the quarter ended December
31, 2001 and incorporated herein by reference.10.13
    
    Amended and Restated Tandem Stock Option and Stock Appreciation
Rights Plan, effective as of January 1, 2002 filed as Exhibit 10.1 to
the Form 10-Q for the quarter ended March 31, 2002 and incorporated by
reference herein.10.14
    
    Stock Grant Plan effective as of January 1, 2002 filed as Exhibit
10.2 to the Form 10-Q for the quarter ended March 31, 2002 and
incorporated herein by reference.10.15
    
    Agreement between Vari-L Company, Inc. and Asvan Technology, LLC
dated January 25, 2002 filed as Exhibit 10.15 to the Form 10-K for the
fiscal year ended June 30, 2002 and incorporated herein by reference.10.16
    
    Second Amendment to Credit and Security Agreement with Wells Fargo
Business Credit, Inc. dated February 8, 2002 filed as Exhibit 10.16 to
the Form 10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.10.17
    
    Form of Indemnity Agreement by and among Vari-L Company, Inc. and
each of Gil J. Van Lunsen (dated June 1, 2001), Sarah L. Booher (dated
July 5, 2001), David A. Lisowski (dated July 5, 2001), Anthony B.
Petrelli (dated July 5, 2001), David M. Risley (dated November 21,
2001) and Robert C. Dixon (dated January 11, 2002) filed as Exhibit
10.17 to the Form 10-K for the fiscal year ended June 30, 2002 and
incorporated herein by reference.10.18
    
    Employment Agreement with Charles R. Bland dated August 1, 2002
filed as Exhibit 10.18 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.19
    
    Employment Agreement with Russell M. Crouch dated August 1, 2002
filed as Exhibit 10.19 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.




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Exhibit No.
    
    Description10.20
    
    Employment Agreement with Richard P. Dutkiewicz dated August 1,
2002 filed as Exhibit 10.20 to the Form 10-K for the fiscal year ended
June 30, 2002 and incorporated herein by reference.10.21
    
    Employment Agreement with Ernest C. Hafersat dated August 1, 2002
filed as Exhibit 10.21 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.22
    
    Employment Agreement with Janice E. Hyland dated August 1, 2002
filed as Exhibit 10.22 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.23
    
    Employment Agreement with Matthew D. Pope dated August 1, 2002
filed as Exhibit 10.23 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.24
    
    Employment Agreement with Larry M. Romero dated August 1, 2002
filed as Exhibit 10.24 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.25
    
    Employment Agreement with Timothy G. Schamberger dated August 1,
2002 filed as Exhibit 10.25 to the Form 10-K for the fiscal year ended
June 30, 2002 and incorporated herein by reference.10.26
    
    Employment Agreement with Daniel J. Wilmot dated August 1, 2002
filed as Exhibit 10.26 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.10.27
    
    Engagement letter with Green, Manning & Bunch, Ltd. dated
September 9, 2002 filed as Exhibit 10.27 to the Form 10-K for the
fiscal year ended June 30, 2002 and incorporated herein by reference.10.28
    
    Forbearance Agreement and Third Amendment to Credit and Security
Agreement with Wells Fargo Business Credit, Inc. dated September 26,
2002 filed as Exhibit 99.1 to the Form 8-K dated October 1, 2002 and
incorporated herein by reference.10.29
    
    Indemnity Agreement, dated October 2, 2002, by and among Vari-L
Company with Charles R. Bland filed as Exhibit 10.29 to the Form 10-K
for the fiscal year ended June 30, 2002 and incorporated herein by
reference.10.30
    
    Indemnity Agreement, dated October 2, 2002, by and among Vari-L
Company, Inc. with Richard P. Dutkiewicz filed as Exhibit 10.30 to the
Form 10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.10.31
    
    Memorandum of Understanding dated October 3, 2002 between Vari-L
Company, Inc. and the plaintiffs in Civil Action No. 00-S-1198 between
plaintiffs Michael Rasner, et al., on behalf of themselves and other
similarly situated and defendants Vari-L Company, Inc., Derek Bailey,
Joseph Kiser, David G. Sherman and Jon Clark in the United States
District Court, District of Colorado, by and through their respective
attorneys, for settlement of litigation against Vari-L Company, Inc.
filed as Exhibit 10.31 to the Form 10-K for the fiscal year ended June
30, 2002 and incorporated herein by reference.




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Exhibit No.
    
    Description10.32
    
    Loan Agreement with Sirenza Microdevices, Inc. dated October 7,
2002 filed as Exhibit 10.32 to the Form 10-K for the fiscal year ended
June 30, 2002 and incorporated herein by reference.10.33
    
    Security Agreement with Sirenza Microdevices, Inc. dated October
7, 2002 filed as Exhibit 10.33 to the Form 10-K for the fiscal year
ended June 30, 2002 and incorporated herein by reference.10.34
    
    Exclusivity and Right of First Refusal Agreement with Sirenza
Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.34 to the
Form 10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.10.35
    
    Resale Registration Rights Agreement with Sirenza Microdevices,
Inc. dated October 7, 2002 filed as Exhibit 10.35 to the Form 10-K for
the fiscal year ended June 30, 2002 and incorporated herein by
reference.10.36
    
    Letter Agreement dated November 12, 2002 between Vari-L
Corporation, Inc. and Five K Investments amending that certain lease
agreement dated as of March 12,1997 by and between Vari-L Corporation,
Inc. and Five K Investments filed as Exhibit 10.1 to the Form 10-Q for
the quarter ended September 30, 2002 and incorporated herein by
reference.10.37
    
    Stipulation of Settlement dated January 22, 2003 between Vari-L
Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman, Jon
L. Clark and the plaintiffs in Civil No. 00-S-1198 between plaintiffs
Michael Rasner, et al., on behalf of themselves and other similarly
situated and defendants Vari-L Company, Inc., Derek L. Bailey, Joseph
H. Kiser, David G. Sherman and Jon L. Clark in the United State
District Court, District of Colorado, by and through their respective
attorneys, for settlement of litigation against Vari-L Company, Inc.
filed as Exhibit 10.1 to the Form 10-Q for the quarter ended December
31, 2002 and incorporated herein by reference.10.38
    
    Form of Amended and Restated Indemnity Agreement by and among
Vari-L Company, Inc. and each of Gil J. Van Lunsen, Sarah L. Booher,
David A. Lisowski, Anthony B. Petrelli, David M. Risley, Robert C.
Dixon, Charles A. Bland and Richard P. Dutkiewicz each dated as of
March 11, 2003 filed as Exhibit 10.1 to the Form 10-Q for the quarter
ended March 31, 2003 and incorporated herein by reference.10.39
    
    Sublease Agreement dated March 31, 2003, by and among Vari-L
Company, Inc. and Olin Acquisition Corporation for the facility located
at 11101 East 51st Street, Denver, Colorado filed as Exhibit 10.2 to
the Form 10-Q for the quarter ended March 31, 2003 and incorporated
herein by reference.10.40
    
    Sublease Agreement dated March 31, 2003, by and among Vari-L
Company, Inc. and Olin Acquisition Corporation for the facility located
at 5165 Peoria Street, Denver, Colorado filed as Exhibit 10.3 to the
Form 10-Q for the quarter ended March 31, 2003 and incorporated herein
by reference.10.41
    
    Sublease Agreement dated March 31, 2003, by and among Vari-L
Company, Inc. and Olin Acquisition Corporation for the facility located
at 4895 Peoria Street, Denver, Colorado filed as Exhibit 10.4 to the
Form 10-Q for the quarter ended March 31, 2003 and incorporated herein
by reference.




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##### Table of Contents



Exhibit No.
    
    Description10.42
    
    Sublease Agreement dated March 31, 2003, by and among Vari-L
Company, Inc. and Olin Acquisition Corporation for the facility located
at 4955 Peoria Street, Denver, Colorado filed as Exhibit 10.5 to the
Form 10-Q for the quarter ended March 31, 2003 and incorporated herein
by reference.10.43
    
    Letter Agreement dated May 6, 2003 between Vari-L Corporation,
Inc. and Cloyses Partners, LLC.*23
    
    Consent of KPMG LLP*31
    
    Certification by the Board of Directors pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232
    
    Certification by the Board of Directors pursuant to 18 U.S.C
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 * Previously filed.