EXHIBIT 10.1

PURCHASE AGREEMENT

NO. 1201000

MADE AND ENTERED INTO BY AND BETWEEN

NOKIA NETWORKS OY

AND

ENDWAVE CORPORATION

ON 7/11/2000

 

 

 

 

	[*]	Certain
      information in this exhibit has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.


 



  PURCHASE AGREEMENT 1201000

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  TABLE OF CONTENTS

  	Preamble			
	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	 
	Clause 19	 	Manufacturing Rights,
        Intellectual Property Rights And Tooling	 
	Clause 20	 	Confidentiality	 
	Clause 21	 	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	 	(Statistical Sampling Methods)
        Not available	 
	Appendix 7	 	Product Liability Insurance	 
	Appendix 8	 	(Tooling) Not available	 


  

  



  PURCHASE AGREEMENT 1201000

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  PURCHASE AGREEMENT

  THIS AGREEMENT, made and entered into
  this day of ______, 200__ by and between

  NOKIA NETWORKS Oy, a company
  incorporated under the laws of Finland with its principal office at
  Keilalahdentie 4, 02150 Espoo

  AND

  ENDWAVE CORPORATION, a company
  incorporated under the laws of the State of Delaware, USA, with its principal
  office at 321 Soquel Way, Sunnyvale, CA 94086, 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 Networks Oy 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 Networks 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.

  "Delivery Date"

  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 an agreement 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.

   
  



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  "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..

  "INCOTERMS 2000"

  shall mean International Commercial Terms issued by the International Chamber
  of Commerce in 2000 (I.C.C. Pub.No.560, 1999 ed.).

  "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.

  "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 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.

  "Order"

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

  "Parts"

  shall mean the mutually agreed object of the sale and purchase hereunder,
  which Buyer may buy by issuing an 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 strictly conform. The Quality Requirements are set forth in
  Appendix 3.

  "Seller"

  shall mean Endwave Corporation and its Affiliates.

  "Specifications"

  shall mean the requirements, agreed upon by Buyer and Seller in writing, to
  which all 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.

  

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


   

  



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  "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.

  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
  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 this Agreement
  is not exclusive as to Buyer's Orders to Seller for the Parts.

  2.2  The Affiliates of Buyer may
  place 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 all of the requirements (including but not
  limited to the Specifications and the Quality Requirements) set forth under
  this Agreement, and as set forth in the Development Agreement when applicable.

  3.3  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  Seller shall notify Buyer of any
  export control restrictions that may apply to the Parts. Seller further 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.

  4.2   The Buyer shall buy from the
  Seller and Seller agrees to sell the Buyer [*] set forth in Appendix 1.

  	[*]	Certain information in this exhibit has been omitted
        and filed separately with the Commission. Confidential treatment has
        been requested with respect to the omitted portions.


   

  



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  CLAUSE 5

  ORDERS

  5.1  Buyer may place 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
  shall be governed by the Logistics Appendix in respect of each of Buyer's
  sites and/or Affiliates. However, if the Order placing method is not defined
  in the Logistics Appendix, Seller shall forthwith and not later than [*] from
  the receipt of the Order send Buyer an acknowledgement of such 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 Parts in accordance with the Logistics Appendix
  attached as Appendix 5, and Seller shall use reasonable efforts to meet any
  quantities exceeding such estimates.

  5.4  In case Buyer's Order,
  Seller's confirmation of 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  Notwithstanding Clause 6.1, if
  Buyer exceeds the estimated purchase volumes referred to in Clause 4 above,
  then Buyer reserves the right to renegotiate the prices accordingly.

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

  6.4  All prices are exclusive of all
  taxes and expressed in USD. 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 Seller. All duties, levies and taxes imposed
  by the authorities of Finland in respect of payments due herein shall be to
  the account of Buyer.

  CLAUSE 7

  TERMS OF PAYMENT

          All
  payments under this Agreement shall be made [*] 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 (and reflected in Seller's invoice);

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

          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.

          In
  the event that payment is not made within such [*], however,
  subject to the Nokia Bank Link Policy, Buyer shall pay a penalty of [*] per annum, not to exceed the rate of
  [*] per month,
  of the amount owed to Seller.

  	[*]	Certain information in this exhibit has been omitted
        and filed separately with the Commission. Confidential treatment has
        been requested with respect to the omitted portions.


  

  



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  CLAUSE 8

  TERMS OF DELIVERY AND PASSING OF TITLE

  8.1  The terms of delivery are
  defined in accordance with INCOTERMS 2000. The terms of delivery are FCA
  (INCOTERMS 2000), Diamond Springs California, unless otherwise agreed in the
  Logistics Appendix.

  8.2  Title to the Parts shall pass
  upon delivery to Buyer's receiving facility.

  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 and instructions, and otherwise in accordance with best
  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 required to prevent any
  deterioration or damage to the Parts during transpor tation and subsequent
  storage. Seller shall indemnify Buyer against any damage that the Parts suffer
  due to improper or 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. Seller shall not sell nor otherwise dispose
  of, nor permit the sale or disposal of, any Parts bearing any Buyer
  Identification (including any rejected 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 returned to Nokia or
  destroyed.

  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  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
  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.

  

  



  PURCHASE AGREEMENT 1201000

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    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.

  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 in case the respective delivery of the Parts is delayed
  [*] or more from the agreed Delivery Date due to reasons other than an Event
  of Force Majeure (as set forth below in Clause 21), then Buyer shall have the
  right to terminate the respective delivery only without any liability to
  Seller. Should Buyer in any such case purchase the respective Parts from a
  third party supplier, then Seller shall be liable to compensate Buyer for any
  and all direct costs, which exceed the purchase price of the respective Parts
  under this Agreement, arising out of such covering purchase. In such case
  Buyer shall provide documentation on the details of such purchase.

  10.7  If Buyer has not granted Seller
  with an extension to the delivery time and until Buyer exercises the right of
  termination under Clause 10.6 above, Buyer may at its discretion [*].

  10.8  If Seller fails to notify Buyer
  of the delay in accordance with Clause 10.5 above, Buyer may at its discretion
  require Seller to [*].

  10.9  Buyer shall not be obligated to
  show evidence to Seller in respect of having suffered actual damage as a
  result of the delay in delivery in order to [*]. Buyer shall be entitled to
  issue an invoice to Seller for payment of [*] or to deduct the [*] from any
  outstanding invoice of Seller under this Agreement; Seller shall be obligated,
  upon request by Buyer, to provide Buyer with a credit note accordingly, and/or
  Buyer may issue a debit note.

  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 [*] prior to the intended Delivery Date,
  re-schedule the respective delivery to take place within a [*] 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 [*] 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 to ascertain correct quantities and whether there exists any
  visible damage or deviation from the Order in the Parts delivered. In such
  case Buyer is entitled to treat the Order as discharged either in whole or in
  part, or if Buyer so requires, Seller agrees to replace all damaged or
  incorrect Parts

   

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


   
  



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  and deliver additional Parts in order to meet
  the correct quantities without delay. Such replacement and/or additional
  deliveries shall be completed and invoiced within [*] (or within the time
  period specified in the Logistics Agreement) from the receipt by Seller of
  Buyer's notice. Buyer has the right to deduct the value of the rejected
  and/or undelivered Parts from Seller's invoice, and Buyer shall provide
  Seller with a debit note. If Buyer has paid for the rejected Part, Seller
  shall on the request of Buyer provide a 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  [*] from the date
  of inspection, unless otherwise agreed upon between the Parties. Any return of
  the Parts shall be made at Seller's expense.

  12.2  Without limiting the generality
  of Clause 12.1, Buyer may use statistical sampling methods in the incoming
  inspection as described in Appendix 6 hereto. If the delivered Parts do not
  pass this inspection, then Buyer has the right to reject the entire delivery
  lot or batch of Parts inspected. In any such case, Buyer shall have the option
  to either (i) demand Seller to forthwith replace the rejected delivery [*] (or
  within the time period specified in the Logistics Appendix) from the receipt
  by Seller of Buyer's notice, or (ii) terminate the respective Order without
  any liability to Seller. In case of replacement by Seller of the rejected
  delivery, then Seller shall be obligated to pay to Buyer liquidated damages in
  accordance with Clause 10.7 above calculated from the original Delivery Date
  to the date of replacement delivery. [*].

  12.3  Notwithstanding Clause 12.2, in
  case Buyer wishes to sort a delivery which has failed the inspection referred
  to above in Clause 12.2 in order to determine whether certain Parts may
  nevertheless be suitable for use by Buyer, then Buyer may do so upon agreement
  with Seller of the compensation for all additional costs of such action to
  Buyer.

  12.4  In certain cases, Buyer and
  Seller may agree that Seller shall undertake the incoming inspection of the
  Parts on behalf of Buyer.

  12.5  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 claims
  relating to the Parts or to complete deliveries, if the Parts are later found
  not to meet any of the requirements set forth in this Agreement.

  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 strictly 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.

  13.2  If Buyer has to maintain
  incoming inspection activities as a result of Seller's inability to deliver
  only Parts that strictly conform to the Quality Requirements, then Seller
  shall compensate the cost of such incoming inspections to Buyer in a mutually
  agreed way. Furthermore, if Seller delivers Parts which do not strictly
  conform to the Quality Requirements and/or Specifications, and if Buyer
  integrates other components in such non-conforming Parts and as a result of
  such integration any/all components do not function properly or are otherwise
  affected, then Seller shall compensate Buyer purchase price of such integrated
  components and all direct costs incurred.

  13.3  Seller shall provide a list of
  all subcontractors involved in the manufacture of the Parts prior to the
  beginning of the serial production phase. Seller shall not have the right to
  transfer the manufacture of the Parts or any part thereof to another
  subcontractors without a prior written consent of Buyer. Seller shall always
  remain responsible for the supply of such subcontractors.

  13.4  Seller shall not transfer the
  manufacture of the Parts to another factory of Seller without a prior written
  consent of Buyer.

   

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


   

  



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  CLAUSE 14

  AVAILABILITY OF THE PARTS AND DISCONTINUATION OF PRODUCTION

  14.1  Buyer shall [*] 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. Incase of an end-of-life
  Order, Such Parts shall be delivered in one or more partial deliveries, in
  accordance with Buyer's Orders, within [*] 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 corrective actions. The Parties further agree, that the
  above shall also apply to any and all subsuppliers and/or subcontractors of
  Seller involved in the manufacture of the Parts, provided that Buyer is
  accompanied by Seller. The Seller hereby agrees to take all mutually agreed
  corrective measures necessary in order to ensure compliance of its respective
  subsuppliers and/or subc ontractors with this Clause15.

  15.2  Seller agrees that it shall
  deliver to Buyer, within [*] 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.

  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 [*] from the delivery of the respective Part ("Warranty
  Period"). The warranty provided hereunder shall include that each Part
  supplied shall:

          16.1.1  Be
  new, unused and in good working order; and

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

          16.1.3  Be
  of the highest quality; and

          16.1.4  Strictly
  conform to the Specifications and the Quality Requirements.

   

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


   
  



  PURCHASE AGREEMENT 1201000

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  CONFIDENTIAL

  

          Any
  breach of 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 less than [*], the Warranty Period shall be
  extended to be [*] from the date of receipt of the repaired or replaced Part.

  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 all
  direct costs incurred thereby.

  16.4  If such Defects appear during
  or after the Warranty Period, which could not have been detected during an
  ordinary incoming inspection described in Clause 12 of this Agreement (hidden
  defects) and which are attributable to non-compliance by Seller with any of
  the terms and conditions of this Agreement or to Seller's design work of the
  Parts, then Seller shall, at its own cost and without delay, undertake any and
  all necessary corrective action(s) (including but not limited to redesigning
  the Parts and/or to replacing in the field (retrofit) all Parts of that
  particular delivery with new ones) to ensure that the Parts are made to
  conform to all the terms of this Agreement and that such Defects do not
  reappear in the Parts.

          If
  Seller fails to remedy any such Defect within a reasonable time period
  mutually agreed by the Parties, then Buyer shall be entitled to terminate this
  Agreement and/or terminate all/any part of undelivered orders under the
  Agreement by written notice to Seller, without prejudice to any other rights
  of Buyer under this Agreement and without any liability to Seller.

  16.5  Should Seller be unable to
  fulfill any of its obligations under this Clause within a mutually agreed
  period from the date of notice submitted by Buyer to Seller in respect of the
  Defect, then Buyer or a third party appointed by Buyer may take the necessary
  corrective actions at the cost of Seller.

  16.6  Buyer shall notify Seller of
  the Defects in writing, and Seller shall respond to the Buyer within one (1)
  week from the date of Buyer's notice. Such response shall include a detailed
  outline of the necessary corrective actions that Seller undertakes to perform
  in order to remedy the Defect without delay. If Seller is not able to perform
  the corrective actions and/or present a correction plan that both Parties can
  accept, then Buyer or a third party appointed by Buyer may take the necessary
  corrective actions at the cost of Seller.

          In
  addition to the warranties given in Clauses 12, 13, 14 and 19 of this
  Agreement, Seller gives further warranties specified in Appendix 4
  ("Warranty Terms") hereto. Seller hereby commits to strictly comply with
  the Warranty Terms. Furthermore, Appendix 4 sets forth the support obligations
  of Seller in respect of the Parts.

  CLAUSE 17

  LIABILITY

  17.1  Seller shall 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 or incurred by Buyer for

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

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

          any
  other liabilityresulting 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

   

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


   
  



  PURCHASE AGREEMENT 1201000

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  CONFIDENTIAL

  

  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 Networks Inc., Seller shall further maintain on a continuous basis an
  insurance in accordance with Appendix 7.

  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.

  17.3  Seller shall use counsel
  reasonably satisfactory to Buyer to defend indemnification claims under Clause
  17.1 or Clause 19.3 (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 Seller's risk and expense. If Buyer elects to do
  so, Buyer and its attorneys shall proceed diligently and in good faith.

  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.

  18.2  Seller shall inform Buyer on
  request, of all substances and compounds by weight in the Parts supplied.

  18.3  Buyer has the right to return
  any Parts to Seller and Seller shall be responsible for the proper disposal
  and/or recycling of the Parts.

  18.4  Seller shall implement an
  environment management system (EMS) based on the basic principles of ISO 14001
  standard by January 1, 2002.

  18.5  Seller represents and warrants
  that Seller shall in the manufacturing of the Parts diligently follow all
  applicable laws, statutes and regulations.

   

  	

[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


   
  



  PURCHASE AGREEMENT 1201000

  6.0.0, 2/2000/TT

  CONFIDENTIAL

  

  CLAUSE 19

  MANUFACTURING RIGHTS, INTELLECTUAL PROPERTY RIGHTS AND TOOLING

  19.1  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 to manufacture and/or sell or license the Parts to third Parties or
  otherwise utilize Buyer's design or other technical information provided by
  Buyer without the prior written consent of Buyer.

  19.2  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.

  19.3  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.

          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 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 and/or the incorporation of the Parts in the equipment
  sold by Buyer, and/or the use of sale of the Parts by Buyer or by any of
  Buyer's direct customers, infringes upon any Intellectual Property Right 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 t hereon 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) infringements 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 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

   
  



  PURCHASE AGREEMENT 1201000

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  CONFIDENTIAL

  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.

  CLAUSE 20

  CONFIDENTIALITY

  20.1  Each Party ("Receiving
  Party") shall not disclose to third Parties 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.

  20.3  The provisions of this Clause
  20 shall be valid for 10 years 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.

  

  



  PURCHASE AGREEMENT 1201000

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  CONFIDENTIAL

  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 two (2)
  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
  December 31, 2002.

  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.

  22.3  The obligations set forth in
  Clauses 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, a
  change in ownership or legal company form of Seller, 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 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 [*]) 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 substantial
  change in the ownership of the other Party, 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, 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 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.

  	[*]	Certain information in this exhibit has been omitted
        and filed separately with the Commission. Confidential treatment has
        been requested with respect to the omitted portions.


  

  



  PURCHASE AGREEMENT 1201000

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  CONFIDENTIAL

  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.

  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.

  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  Statistical Sampling Methods (N/A)

          Appendix
  7  Product Liability Insurance

          Appendix
  8  Tooling (N/A)

          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:	Ville Taipale	Name:	Nick Ingrao
	Address:	Karaportti 2, 02610 Espoo	Address:	321 Soquel Way, Sunnyvale CA
        94085
	Telephone:	+358 50 557 2611	Telephone:	408.522.3165
	Telefax:	+358 9 5112 7262	Telefax:	408.522.3102


   
  

  




  PURCHASE AGREEMENT 1201000

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  CONFIDENTIAL

  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.

  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 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.

  

  



  PURCHASE AGREEMENT 1201000

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  CONFIDENTIAL

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

  

  	SIGNED FOR AND ON BEHALF OF

        NOKIA NETWORKS Oy

        

        

        	 	  	SIGNED FOR AND ON BEHALF OF

        ENDWAVE CORPORATION

        

        

        
	/s/ Ulla Autere	 	  	/s/ Jim Bybokas
	
        

      	 	  	
        

      
	Name:   Ulla
        Autere

        Title:   Plant Manager

        Date:   7/11/2000

        Place:   Espoo	 	  	Name:   Jim
        Bybokas

        Title:   Vice President

        Date:   11/3/2000

        Place:   Espoo


  

  	SIGNED FOR AND ON BEHALF OF

        NOKIA NETWORKS Oy

        

        

        	 	  	SIGNED FOR AND ON BEHALF OF

        ENDWAVE CORPORATION

        

        

        
	/s/ Jarmo Alander	 	  	/s/ Nick Ingrao
	
        

      	 	  	
        

      
	Name:   Jarmo
        Alander

        Title:   Material Manager

        Date:   11/4/2000

        Place:   Espoo	 	  	Name:   Nick
        Ingrao

        Title:   Director

        Date:   11/3/2000

        Place:   Espoo


  

  



NOKIA

Radio Access Systems(RAS)     MWU Specifications

System Development (SD)     06.04.2000

Jyrki Louhi     Confidential




Purchase Agreement 1201000

The Parts, Prices, Discounts and

Price Validity

APPENDIX 1

[*]:

             Nokia
and Endwave have agreed that Nokia will purchase microwave modules [*]:

Year [*]  [*] microwave units and

Year [*]  [*] microwave units and

Year [*]  [*] microwave units,

             Nokia
and Endwave have agreed that in case Nokia buys more microwave units during any
one year than defined hereinabove for the said year, such quantities exceeding
the above [*] shall reduce [*] of the
following year(s) even though the actual purchase would take place during the
previous years. The above [*] to be purchased and
delivered within each calendar year. Increased quantities may be added at prices
equal to or lower than above prices. Nokia and Endwave have further agreed in
the case Nokia does not order [*] in calendar year [*] or in
calendar year [*], [*] by Nokia in the following
year. Calendar year [*] units not ordered until calendar unit [*] will be priced
at [*]. Calendar year [*] units not ordered until calendar year [*] will be
priced at [*].

Prices

Unit Price for RATS 18, 23, 26 and 38 GHz
Modules

								
	Calendar Year	 	 	[*]	 	 	[*]	 	 	[*]	 
	[*] Deliverable	 	 	[*]	 	 	[*]	 	 	[*]	 
	Unit Price	 	 	[*]	 	 	[*]	 	 	[*]	 


 
 

 

 

 

	[*]	Certain
      information in this exhibit has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.


         .








NOKIA

NOKIA NETWORKS

PRODUCT OPERATIONS

CONFIDENTIAL



APPENDIX 3

QUALITY REQUIREMENTS

1.  PURPOSE

        Both
the Buyer and the Seller regard the fulfillment of the final costumer's
expectations and needs as the basis for their business operation. The purpose of
the Quality Requirements is to ensure final customer satisfaction by agreed upon
Quality Control activities at Seller and Buyer. The aim is to develop the
Seller's quality systems in a joint effort to the point where the Seller can
assume full responsibility for his activities and for the quality of his
products by maintaining process capability by continuously monitoring and
improving his manufacturing and related processes.

2.  APPLICATION

        This
quality document is complementary to General conditions of Purchase. This
document applies to all components, units and devices supplied by the Seller to
the Buyer (hereinafter referred to as "the Products").

3.  GENERAL BUYER
REQUIREMENTS

        In
order to fulfill final customer expectations, the Buyer assumes the following
general duties:



  	Informs the Seller of any development projects that will have notable
    influence on the former's Seller relations.





  	Discloses the quantities for and the nature of deliveries in good time





  	Supplies, with every order of a new product, written documentation giving
    the expected quality requirements. In co-operation with the Seller the Buyer
    makes sure that the requirements are unambiguous.





  	Informs the Seller of reasons that are attributable to the latter and may
    result in the termination of business relations, early enough to allow the
    Seller to take the necessary measures in order to eliminate the said
    reasons.



4.  QUALITY CONTROL

        4.1  General

        The
Seller shall run an effective quality system capable of assuring that the
requirements will be fulfilled. Seller's quality system shall comply with the
requirements of the international quality standard ISO 9000 (EN 29000) and Nokia
Supplier Requirements. The Seller shall provide evidence of ISO 9000
certification, evidence of meeting the Nokia Supplier Requirements and permits
system and process audits at his premises with reference to deliveries and
related processes to the Buyer at any time.

        4.2  Process
Control, Control Plan and quality metrics

              The
Seller shall maintain or exceed process capability as validated in PV (Process
Validation) and continuously improve these with the objective to continuously
improve all process yields. A Control Plan shall reflect the prevailing process
controls and shall be available for review upon Buyer's request. Seller shall
to the extent and within the time frames requested by the Buyer have documented
reports of quality metrics regarding both process and test measures readily
available at the quarterly management meeting. Key quality metrics (see table
below) of the Seller's manufacturing process(es) shall be communicated to the
Buyer continuously on a quarterly basis or upon the Buyer's request.






          4.3  Design
  and Process Changes and Quality Plan

                The
  Seller shall communicate all design and process changes as they deviate from
  either DV (Design Validation) or PV (Process Validation) as described in the
  Nokia Design and Process Change Management Requirements For Microwave Module
  Suppliers. All such design and process changes shall be validated in agreement
  with the Buyer to maintain product reliability and capability as well as
  process capability. If there are major design or process changes the Seller
  shall on Buyer's request produce a Quality Plan for the redesign Product
  and/or related manufacturing process prior to validation of the change. The
  Quality Plan shall clearly state the criteria that will be employed when
  releasing items to the Buyer and when releasing items from any stage of the
  Seller's production to next including incoming material inspection criteria.

                In
  accordance with paragraph 3, the Parties must inform in writing each other of
  any modifications concerning electrical components and raw materials as
  defined in the Seller supplied Project Parts Lists. Both parties are under
  obligation to verify that the information provided is unambiguous and, in case
  ambiguities exist, to contact the other party without delay in order to
  straighten them out. If required, a sample must be submitted for approval.

  5.  INCOMING MATERIAL
  INSPECTION AND TESTING AT BUYER

          The
  incoming Part inspection will be done according to the international standard
  IEC410 (MIL-STD 105 E) and the quality evaluation done against IPC-A-610
  (class 2) and Nokia Networks Quality Requirements. The Buyer is entitled to
  perform a sampling plan according to the General inspection level II, single
  sample, AQL 1 for visual inspection. If the amount of defective
  products [*] in electrical incoming inspection or in the production test
  process, the Buyer is entitled to return the delivery lot at the Seller's
  expense. Refer to CLAUSE 12.

          The
  Buyer has the right to return all faulty Products, regardless of at which
  stage of production the fault has been detected. Refer to CLAUSE 12. When a
  reported result deviates from the quality level according to the incoming
  inspection plan, Seller shall, when requested, inform the Buyer of the
  measures that Seller has taken or will take in order to achieve the required
  quality level.

          5.1  Quality
  Complaint

          In
  case of complaint, the Buyer informs the Seller of the detected fault [defect]
  in writing as soon as possible from its detection. On this occasion,
  the Buyer and the Seller agree on the measures to be taken.

          Refer
  to CLAUSE 12 on returns.

  6.  RELIABILITY

          The
  Seller's quality system shall clearly set out the procedures to be followed
  during the design and production of the product in order to prevent any
  departure from the Seller's internal reliability criteria.

          Seller
  shall analyze field data of MWU's provided by Buyer to verify that MTBF and
  Expected Lifetime for MWU's are within the specification. In the case that
  any adverse deviation from specification is identified Seller shall
  immediately start and implement all the necessary preventive and corrective
  actions for future shipments to meet expected lifetime and MTBF.

          If
  requested by the Buyer, the Seller shall provide a list of materials, which
  are used in the Product to the Buyer's component quality assurance
  personnel. If unreliable materials or components are found, the Seller shall
  make appropriate modifications to prevent any possible reliability problems.

          Refer
  to 4.3 Design and Process changes for reliability on design and process
  changes.

   

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


  



  Quality metrics and monthly reports for
  MMIC co-operation partners

  	Process Phase
        

      	 	Metrics
        

      	 	Description
        

      	 	Target
        

      
	Manufacturing

        phase		[*]		[*]		Refer to CP
	 						
	Manufacturing

        phase		[*]		[*]		TRW

        Internal

        Targets TBD
	 						
	Manufacturing

        phase		[*]		[*]

        [*]

        [*]		TBD

        TBD

        [*]
							
	Delivery phase		[*]		[*]

        [*]		[*]
							
			[*]		[*]		[*]
	Operation and

        Maintenance						
			[*]		[*]		One month
	 		  		 		 
			[*]		[*]		TBD


  

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


  



   
  
Purchase Agreement 1201000

  Appendix 4

  Warranties and Support

  1. WARRANTIES FOR SERVICES

  1.1  Seller hereby gives a warranty
  for the services rendered under the Agreement for a period of [*] from the
  date of completion of the respective service.

  1.2  The warranty does not cover
  defects caused by the installation of the Part by Buyer at Buyer's site,
  unless such installation is performed in accordance with the written
  instructions of Seller.

  2. REPAIRS AND REPLACEMENTS WITHIN THE
  WARRANTY PERIOD

  2.1   The defective Parts shall be
  delivered to Seller, at Seller's expense, for warranty repair or replacement
  by Buyer or its designee. Each repaired and/or replaced Part shall be
  delivered by Seller, at Seller's expense, to the address from which the Part
  was sent by Buyer, unless otherwise expressly requested by Buyer or its
  designee.

  2.2  All repaired or replaced Parts
  shall be delivered to Buyer or its designee in accordance with Sections 16.4
  and 16.5 of Clause 16 of the Agreement.

  2.3  If Seller's evaluation
  indicates that that the Defect is of the kind not covered by the Agreement
  warranty, then Seller shall notify Buyer thereof in writing within a period of
  thirty (30) days after the Seller's receipt of the applicable Parts.

  2.4  If a total recall of the Parts
  is found to be necessary, the recalled Parts can be sent back to Seller by
  Buyer or its customers and the repaired or replaced Parts shall be returned to
  the address, from which the recalled Parts were sent to Seller, unless
  otherwise expressly requested by Buyer or its customer. In case of such
  recall, Seller shall perform the repairs and/or retrofit required, and shall
  be liable for all costs accrued thereof, including without limitation any
  delivery charges.

  

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


   

  


    2.5  If, during or after the
    Warranty Period, the repair and/or replacement of the Part and/or the
    delivery of the same to Buyer is not completed within the time periods
    defined in this Appendix 4, Buyer shall be credited by Seller [*] of the
    price of the Parts being repaired or replaced per each week, or part
    thereof, of delay. Provided that the amount to be credited by Seller shall
    not exceed [*] of the price of the Parts being repaired or replaced.

    3. REPORTING OF THE REPAIRS AND
    REPLACEMENTS

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

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

    (2)  detailed explanation of the
    repair actions performed by Seller on each Part; and

    (3)  whether the repair or
    replacement performed by Seller falls under the warranty or not; and

    (4)  the applicable price, if the
    repair/replacement performed outside the warranty.

     

    	[*]	Certain
          information in this exhibit has been omitted and filed separately with
          the Commission. Confidential treatment has been requested with respect
          to the omitted portions.


     

    


      Confidential        
      Version 2.0.0

      Purchase Agreement 1201000

      Appendix 5

       

      3.2  Each year Seller shall give
      four detailed, written service reports to Buyer. The reporting periods
      are:

      

Q1          January.....March

        
      
      

Q2          April.........June

        
      
      

Q3          July.........September

        
      
      

Q4          October...December

        
      
      3.3  Each service report shall be
      presented by Seller to Buyer at the following quarterly management
      meeting.

      3.4  The service report shall
      include:

      (1)  the quantity of Parts
      repaired during the reporting period; and

      (2)  the quantity of Parts
      replaced during the reporting period; and

      (3)  the serial number of each
      repaired Part; and

      (4)  the serial number of each
      replaced Part; and

      (5)  the quantity of Parts
      waiting to be repaired or replaced; and

      (5)  a detailed list of any
      frequent Defects detected; and

      (6)  the average turn-around time
      for the repairs and replacements hereunder.

      3.5  Any time upon request 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.

      4. SPARE PARTS

      4.1  Buyer may purchase spare
      parts in accordance with Clause 14 of the Agreement.

       

      CONFIDENTIAL                                    
                                          
                                          
                                          
  
                                          
                 
      Version 2.0.0

      Purchase Agreement 1201000

      Appendix 5







    CONFIDENTIAL   Version
    2.0.0

    Purchase Agreement 1201000

    Appendix 5

    LOGISTICS APPENDIX

    MADE AND ENTERED INTO BY AND BETWEEN

    NOKIA NETWORKS OY / KARAMALMI PLANT

    AND

    ENDWAVE CORPORATION

    ON

    

    


      CONFIDENTIAL

      Purchase Agreement 1201000

      Appendix 5

      CONTENTS

      	 	 	 	Page
	1	 	Scope and Objective	3
	 	 	 	 
	2	 	Forecasting	3
	2.1	 	   Forecast	3
	2.2	 	   Commitment
            to Forecast	3
	 	 	 	 
	3	 	Ordering Methods	4
	3.1	 	   Single
            Purchase Order	4
	 	 	 	 
	4	 	Delivery Notification
            Methods	4
	4.1	 	   Common
            Purchase Order	4
	 	 	 	 
	5	 	Flexibility	4
	 	 	 	 
	6	 	Buffer Stock and
            Allocation of Risk	4
	 	 	 	 
	7	 	Terms of Delivery	4
	 	 	 	 
	8	 	Packing List
            Requirements	4
	 	 	 	
	9	 	Transportation	5
	 	 	 	 
	10	 	Return and Rejected
            Materials	6
	10.1	 	   Return
            Note	6
	10.2	 	   Compensation
            for Defective Parts	6
	10.3	 	   Return
            of Defective Parts	6
	 	 	 	 
	11	 	Invoicing	6
	 	 	 	 
	12	 	Reporting Oblications
            Of Seller	8
	 	 	 	 
	13	 	Final Provisions	8
	 	 	 	 
	Schedule 1	 	List of Parts, Methods for
            Forecasting, Ordering and Delivering,

               Flexibility and Buffers	 
	Schedule 2	 	Commitment Schedule	 


      
      




      CONFIDENTIAL

      Purchase Agreement 1201000

      Appendix 5

      This LOGISTICS APPENDIX is made and
      entered into this __ day of _______, 200__ by and between

      NOKIA NETWORKS OY, a company
      incorporated in Finland with its principal office at Keilalahdentie 4,
      02150 Espoo, Finland (hereinafter referred to as the "LOCAL BUYER"),

      AND

      ENDWAVE CORPORATION, a company
      incorporated in California, United States with its principal office at
      6425 Capitol Avenue, Diamond Springs, CA 95619, US (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 entered into between the SELLER and
      Nokia Networks Oy (hereinafter referred to as "NOKIA") on __________
      ___, 200__ (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 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 always 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.

      The Parties acknowledge that this Logistics
      Appendix does not govern the forecasting, ordering, shipping or invoicing
      logistics for any sites of BUYER or SELLER other than LOCAL BUYER's
      manufacturing sites Nokia Networks Oy, Karamalmi Plant, Karaniityntie 1,
      02610 Espoo, Finland and SELLER's facilities EndWave Corporation, 6425
      Capitol Avenue, Diamond Springs, CA 95619, US, or for the forecasting,
      ordering, shipping or invoicing for any parts other than those listed in
      Schedule 1.

      2  FORECASTING

      2.1  FORECAST

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

      The forecast provided by the LOCAL BUYER to
      the SELLER shall not be regarded as binding upon the LOCAL BUYER under any
      circumstances, except as provided in Schedule 2.

      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 1.

      2.2  COMMITMENT TO
      FORECAST

      Schedule 2 specifies the commitment to
      forecast for each Part governed by this Logistics Appendix.

      



      CONFIDENTIAL

      Purchase Agreement 1201000

      Appendix 5

      3  ORDERING METHODS

      LOCAL BUYER may place orders for Parts by a
      single purchase order. Schedule 1 specifies the order method for each Part
      governed by this Logistics Appendix.

      3.1  SINGLE PURCHASE
      ORDER

      LOCAL BUYER may from time to time submit
      single purchase orders to SELLER which shall specify Part numbers, order
      quantities, delivery dates, delivery address and specific order number for
      the Parts to be ordered thereunder.

      4  DELIVERY
      NOTIFICATION METHODS

      LOCAL BUYER shall give delivery
      notification for Parts by the following methods:

              Common
      purchase order

      Schedule 1 attached hereto specifies the
      delivery notification method for each Part governed by this Logistics
      Appendix.

      4.1  COMMON PURCHASE
      ORDER

      Under the Common Purchase Order method,
      LOCAL BUYER shall submit single purchase orders to SELLER for the purchase
      of Parts. 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.

      Schedule 1 specifies the details for orders
      placed under the Common Purchase Order method.

      5  FLEXIBILITY

      SELLER is committed to maintain its ability
      to deliver 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 deliver. The given level can be based on LOCAL
      BUYER's manufacturing capacity, on LOCAL BUYER'S forecast, or as
      otherwise defined by LOCAL BUYER.

      Schedule 2 specifies the basic level
      flexibility requirement and the flexibility requirements for each Part
      governed by this Logistics Appendix.

      6  BUFFER STOCK AND
      ALLOCATION OF RISK

      SELLER shall hold at their own expense
      Buffer Stock for the Parts in the quantities specified in Schedule 1.

      7  TERMS OF DELIVERY

      Terms of delivery between LOCAL BUYER and
      SELLER are FCA Loaded Diamond Springs, CA (INCOTERMS 2000).

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

      8  PACKING LIST
      REQUIREMENTS

      All packaging must be barcoded as defined
      in NESS 0099B60 barcode specifications.

      The packing list must include the following
      information:

              1.  SELLER's
      name and mailing address.

              2.  LOCAL
      BUYER's name and address:

       
      




      CONFIDENTIAL

      Purchase Agreement 1201000

      Appendix 5

              delivery
      address.

              mailing
      and invoicing address.

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

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

              4.  LOCAL
      BUYER's 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.  Terms
      of delivery (INCOTERMS 2000).

              9.  Date
      of consignment.

              10.  Production
      date or other traceable code (in written and barcode form).

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

              12.  WO-number
      in subcontracting (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.

      9  TRANSPORTATION

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

      	Factory
            Address		
            Forwarder / Transportation

            Company

          		
            Contact Details (Name,

            Telephone, Fax)

          	
	
            

          		
            

          		
            

          	
	Nokia
            Networks Oy,	 	 [*]	 	 [*]	 	 
	Karamalmi
            Plant,	 	 	 	 	 	 
	Karaniityntie
            1,	 	 	 	 	 	 
	
            FIN-02610 Espoo, Finland
						


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

      	Factory
            Address		
            Forwarder / Transportation

            Company

          		
            Contact Details (Name,

            Telephone, Fax)

          	
	
            

          		
            

          		
            

          	
	EndWave
            Corporation	 	 [*]	 	 	 	 
	6425
            Capitol Avenue,	 	 	 	 	 	 
	Diamond
            Springs, CA 95619	 	 	 	 	 	 


       

  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


       

      



      CONFIDENTIAL

      Purchase Agreement 1201000

      Appendix 5

      10  RETURN AND REJECTED
      MATERIALS

      Defective Parts can be found upon or after
      the receipt of the Parts, or during or after the use of Parts in
      production.

      10.1  RETURN NOTE

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

      

        The
          RETURN NOTE shall include the following information:

        
      
      
		
              

                	 
              


            	LOCAL BUYER contact information
		
              

                	 
              


            	SELLER contact information
		
              	 
              


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


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

                	 
              


            	Quantity of Parts returned
		
              	 
              


            	Description of the defect
		
              	 
              


            	Serial numbers of returned Parts (if
              applicable)
		
              

                	 
              


            	Total value of returned material and
              other expenses to be compensated by the SELLER
		
              

                	 
              


            	Reparation expenses to be
              compensated by the SELLER (if applicable)
		
              

                	 
              


            	Packing information (quantities,
              weights, dimensions)


      
      10.2  COMPENSATION FOR
      DEFECTIVE PARTS

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

      At LOCAL BUYER's option, defective Parts
      rejected by LOCAL BUYER may be replaced by SELLER within [*] after
      receiving the Return Note. The replacement Parts shipped to LOCAL BUYER
      from SELLER shall be identified with the LOCAL BUYER's reference number.

      10.3  RETURN OF
      DEFECTIVE PARTS

      LOCAL BUYER shall return the defective
      Parts and the expense shall be billed directly to SELLER via its preferred
      carrier Emery .

      11  INVOICING

      The invoice shall include the following
      information:

      

        	Invoicing address:

           
        	
              

                


	 
              


            
            	Please do not specify a person's
              name
	
              

                	 
              


            	Please specify "Nokia Networks
              Oy/LOCAL BUYER"


      
      

        	Purchase order number(s) per line item
      


  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


      
      




      CONFIDENTIAL   Version
      2.0.0

      Purchase Agreement 1201000

      Appendix 5
      

	
              

                	 
              


            	Terms of
              payment (days)
	
              

                	 
              


            	Bank
		
              	 
              


              	
              Name of bank

            
		
              	 
              


              	
              Account number

            
	
              	 
              


              	SELLERs
              contact information
	
              	 
              


              	Delivery or
              shipment day
	
              	 
              


              	Country of
              origin and despatch


      
                                       
      [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

            
		
              

                	 
              


            	SELLER's
              part number
	
              	 
              


              	Domestic
              invoices:
		
              	 
              


              	
              Tax free price

            
		
              

                	 
              


            	Added
              value tax and percentage
		
              

                	 
              


            	Taxable
              price
	
              	 
              


              	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 (INCOTERMS 2000)
	
              	 
              


              	Waybill
              number
	
              	 
              


              	Forwarder
              and it's representative in the country of departure


      
      
       
      




      
      CONFIDENTIAL

      Purchase Agreement 1201000

      Appendix 5
      
	Customs tariff code
      


      

        	Packing list number
      


      12  REPORTING OBLIGATIONS OF
      SELLER

      SELLER shall submit the following reports
      to the LOCAL BUYER:

      	TYPE
            OF REPORT	 	REPORTING
            FREQUENCY	
	Delivery
            Accuracy	 	 	 [*]	 
	Buffer
            Levels and Stock on hand	 	 	 [*]	 
	Quality
            performance	 	 	 [*]	 


      13  FINAL PROVISIONS

      13.1.  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 the 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 the 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.

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

      13.3.  This version 2.0.0, upon
      signature of both Parties, below, cancels and supercedes 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 NETWORKS OY		 	  	ENDWAVE CORPORATION
				 	  	
		Karamalmi Plant		 	  	
	By:	/s/ Jarmo Alander		 	By:  	/s/ Nick Ingrao
		
            

          				
            

          
	Title:  	Jarmo Alander

            Materials Manager		 	Title:  	Nick Ingrao

            Director, Wireless Programs


      

      	Date: 	4 November 2000	 	Date: 	3 November 2000
	  		 	  	
	  		 	  	
	  		 	  	


       
  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.


      
 
      




      CONFIDENTIAL

      Purchase Agreement 1201000

      Appendix 5

      LIST OF PARTS, METHODS FOR FORECASTING,
      ORDERING AND DELIVERING, FLEXIBILITY AND BUFFERS

      Schedule 1

         

      	Part

            Number	Description	Forecasting
            Existance	Content	Time Period	Frequency	Total	Commitment
            Existence	Ordering

            Ordering Method	Tool	Delivery
            Frequency	Lead Time/
            Delivery Time	Packing Size/Lot
            Size	Flexibility Based
            On	Daily	Weekly	Monthly	Buffer Stock
            Minimum Qty
	 
             

            [*]

             

             



       
      [*] Certain information in this exhibit has been omitted
      and filed separately with the commission. Confidential

            treatment has been requested with respect
      to the omitted portions.

       

      



      CONFIDENTIAL

      Purchase Agreement 1201000

      Appendix 5

      CONFIDENTIAL

      COMMITMENT SCHEDULE

      Schedule 2

      [*]

      [*]

      	Weeks	1	2	3	4	5	6	7	8	9	10
		 									
	Forecast	
            [*]

          		
            
	
            [*]
	
            
	
            [*]
	
            
			
	Parameters										
				
            [*]

          	
            
	
            [*]

          	
            
	
            
			
	Flexibility	
            [*]
									


      

      Firm period of the forecast = Forecast
      defines the exact amount of the Parts to be delivered according to latest
      forecast.

      Commitment period to the quantity of the
      Forecast = Forecast defines the amount of the Parts to be committed but
      not the delivery date.

      Rescheduling Parameters define the time
      period when the Parts Inside the Commitment period shall be ordered at the
      latest.

      Flexibility defines Local Buyer's
      commitment to the Part Forecast and Seller's commitment to maintain
      ability to delivery Parts above the Forecast.

      A failure to meet the Endwave capacity
      commitment  [*] by the
      difference between the amount accepted and amount committed to.

      [*]
      
[*] Certain information in this exhibit has
      been omitted and filed separately with the commission. Confidential

            treatment has been requested with respect
      to the omitted portions.
      
 




Purchase Agreement

6.0.0, 2/20002TT

CONFIDENTIAL

Appendix 7

Product Liability Insurance

Required Insurance Coverage

The insurance coverage required of all Component
Part Suppliers of Notkia Telecommunications, Inc. are:

	 	1.	Workers Compensation:	Statutory
	 		Employer's Liability:	[*] Disease per Employee
      Limit
	 			[*] Disease per Policy Limit
	 			[*] Limit per Accident Limit
	 	 		
	 	2.	General Liability:	[*] General Aggregate Limit
	 			[*] Products/Completed
      Operations Aggregate Limit
	 			[*] Personal and Advertising
      Injury Limit
	 			[*] Each Occurrence Limit
	 			[*] Broad Form Property
      Damage Legal Liability Limit
	 			[*] Medical Payments Limit
	 	 		
	 	3.	Automobile Liability:	[*] per Occurrence Limit
	 	 		
	 	4.	Umbrella Liability:	[*] per Occurrence Limit




NOKIA, its directors, officers, affiliates, and
employees should be named as an additional insured on the General Liability,
Automobile Liability and Umbrella Liability policies via the Certificate of
Insurance. All insurance policies must be written on an occurrence basis. The
insurance company or companies must be licensed, admitted insurers in the State
of Texas and in the State(s) of Suppliers' operations. Each insurer must also
meet the following minimum criteria: (i) A.M. Best rating of "A"; and (ii)
Policyholders' Surplus Size VII.

The Certificate will provide that NOKIA will
receive [*] notice for material change, reduction of limits,
cancellation or nonrenewal of the policy or policies. The words "endeavor
to" and the phrase "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company" must be deleted from the
Cancellation wording on the Certificate.

The aforementioned insurance policies and limits
in no way limit the Suppliers' liability to defend and indemnify NOKIA for
negligent acts committed by the Supplier.









  	[*]	Certain
        information in this exhibit has been omitted and filed separately with
        the Commission. Confidential treatment has been requested with respect
        to the omitted portions.