EXHIBIT 10.1


 


SETTLEMENT AGREEMENT


 


This Settlement Agreement is made as of January 16, 2004, by and among
TruePosition, Inc. (“TruePosition”), KSI, Inc. (“KSI”), Allen Telecom L.L.C.
(“Allen”), and Andrew Corporation (“Andrew”). 
TruePosition and KSI are referred to herein collectively as
“TruePosition” or “the plaintiffs.” 
Allen and Andrew are referred to herein collectively as “Andrew” or “the
defendant.”


 


WHEREAS the plaintiffs filed a lawsuit entitled TruePosition, Inc.
and KSI, Inc. v. Allen  Telecom Inc., Civil Action No. 01-0823 GMS,
in the United States District Court for the District of Delaware (“the Action”)
against Allen Telecom Inc., the predecessor to Allen Telecom, L.L.C., alleging
infringement of U.S. Patents 4,728,959; 6,108,555; 6,119,013; 6,047,192;
6,184,829; 6,281,834; and 6,317,081;


 


WHEREAS the defendant filed counterclaims seeking a declaratory
judgment that TruePosition’s patents are invalid, unenforceable, and/or not
infringed; alleging infringement of Andrew’s U.S. Patent 5,317,323; and
asserting antitrust and state law tort claims;


 


WHEREAS Allen Telecom, Inc. subsequently merged with and into Allen
Telecom L.L.C., a wholly-owned subsidiary of Andrew Corporation;


 


WHEREAS the
parties hereto desire to settle and resolve the Action;


 


WHEREAS to
arrive at such a settlement the parties agreed to mediate their dispute;


 


WHEREAS as a result of the mediation the parties agreed upon settlement
terms and, on January 16, 2004, signed a legally binding term sheet reflecting
those settlement terms; and


 


WHEREAS the
parties agreed to memorialize their settlement agreement in this formal 


 

















 


Settlement Agreement;


 


NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, intending to be legally bound, the parties hereto
agree as follows:


 


1)             In
conjunction with the other consideration provided for in this Settlement
Agreement, Andrew shall pay to TruePosition, in cash or its equivalent, in full
and complete settlement of the Action, the
sum of thirty-five million U.S. dollars ($35,000,000), as follows:


 


a)             The sum of twenty-five million U.S. dollars
($25,000,000), on the earlier of February 6, 2004, or five business days after
the date written on the last page hereof immediately above the signature blocks
(the “Signature Date”);


 


b)            The sum of four million U.S. dollars ($4,000,000), on the
earlier of February 6, 2004, or five business days after the Signature Date;


 


c)             The sum of three million U.S. dollars ($3,000,000), on
or before October 1, 2004;


 


d)            The sum of two million U.S. dollars ($2,000,000), on or
before October 1, 2005;


 


e)             The sum of one million U.S. dollars ($1,000,000), on or
before October 1, 2006.


 


2)             The payments set forth in paragraph 1 shall be
made by wire transfer according to wire instructions that TruePosition
shall provide to Andrew prior to each payment date.


 


3)             Andrew’s obligation to make each of the payments
set forth in paragraph 1 above is unconditional and binding, and without
regard to whether or to what extent Andrew manufactures or makes sales of
geolocation equipment in the time periods described.


 


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4)             Andrew hereby issues to TruePosition warrants to
purchase one million shares of Andrew’s common stock, in the form of the
instrument attached hereto as Exhibit A and delivered to TruePosition
concurrent with the signing of this Settlement Agreement.  The warrants may be exercised, in whole or
in part, by TruePosition at any time and from time to time between January 16,
2004 and January 16, 2008 at a price of $ 17.70 per share, the closing price
for Andrew stock on January 16, 2004.


 


5)             In
the event that Andrew and TruePosition sign a business combination agreement
(whether relating to the Grayson Wireless business or otherwise, but not
including any contract for goods or services as contemplated by paragraph 15
below), within one year of the date hereof, Andrew shall pay to TruePosition
five million U.S. dollars ($5,000,000).


 


6)             TruePosition
hereby grants to Andrew a worldwide non-exclusive license to make, use, offer
to sell, sell, and import geolocation equipment under the patents and patent
applications listed in Exhibit B hereto, and under all geolocation patents
which may issue at any time as a result of any patent application filed by
TruePosition within one year of January 16, 2004, including all divisionals,
reissues, continuations in part, continuations, and foreign counterparts of
such patents.  Andrew shall have no
right to sublicense under this paragraph, except that Andrew may sublicense its
carrier end user customers (which shall include such customers’ subcontractors,
agents, or contractors, solely for the purpose of performing services for such
customers for E-911 purposes) to facilitate their operation of E-911 hardware or
systems they purchase from Andrew, it being understood that TruePosition is not
authorizing Andrew to authorize sublicensing by its customers, is not licensing
Andrew to sublicense its customers to share geolocation equipment with other
carriers, and is not authorizing Andrew to grant sublicenses that can be
transferred by its customers to unaffiliated entities.  Andrew shall not be


 


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precluded from distributing its product through resellers (which does not
include infrastructure suppliers as listed in paragraph 11 and others engaged
in substantially the same business or others that develop or manufacture
wireless geolocation technologies), so long as any licenses granted to end
users shall be consistent with the terms of this paragraph.  TruePosition represents that the patents and
patent applications listed in Exhibit B hereto include all of its patents and
patent applications except for the 144 and 410 patents identified in paragraph
8 below and their foreign counterparts. 
The license granted by this paragraph does not extend to patents
TruePosition may otherwise acquire. 
“Geolocation patents” for purposes of this paragraph means patents that
claim equipment (including hardware and software) and methods for determining
the latitude and longitude of wireless telephones.  For purposes of this paragraph a “wireless telephone” is a
two-way voice communication device. 
Geolocation patents do not include (i) patents specifically directed to
applications relating to the subsequent use of the determined locations other
than for E-911 purposes or (ii) patents specifically directed to wireless
telephone functionality and not specifically directed to the generation of the
latitude and longitude of wireless telephones.


 


7)             Upon
completion of the payments set forth in paragraph 1 above, the license to
Andrew set forth in paragraph 6 shall be fully paid up and shall extend for the
full life of the respective patents.  If
Andrew fails to make payments in full in accordance with paragraph 1, or to
cure a failure of payment within five business days of receiving notice of such
failure by TruePosition, then the license set forth in paragraph 6 shall
terminate upon the earlier of (i) Andrew’s failure to make any such payment in
full in accordance with paragraph 1, or (ii) October 1, 2006.


 


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8)             TruePosition
hereby covenants not to sue Andrew for infringement of U.S. Patents 5,327,144
(“the 144 patent”) and 5,608,410 (“the 410 patent”) for domestic applications
by Andrew relating solely to tasking E-911 geolocation (i.e., determining the
latitude and longitude of wireless telephones from which a “911” call has been
placed), so long as said applications do not enable or permit locations to be
performed for any task other than E-911, including
without limitation the provision of location related commercial services, and
so long as  all licenses granted by
Andrew for such domestic E-911 applications are limited to use for E-911
geolocation only.  TruePosition
represents that no applications are pending based on the 144 or 410 patents,
and that no divisionals, continuations, or continuations in part may be filed
which claim priority therefrom.


 


9)             TruePosition hereby covenants not to sue Andrew
for infringement of any patents whatsoever, except as is set forth in
the following sentence, for Andrew’s manufacture, use, offer for sale or sale
of Andrew’s existing wireless network overlay “Geometrix” geolocation
system.  This covenant does not apply to
patents TruePosition may acquire by way of business combination or merger or otherwise acquire from a third party (i) after
October 1, 2005, provided that in the event of any such acquisition of a
patent after October 1, 2005, TruePosition shall not be entitled to obtain
damages, an injunction, or any other remedy with respect to any Geometrix
system as defined in this paragraph 9 sold by Andrew before such date, or (ii)
for which Andrew is currently under license or has licensed in the past.  TruePosition represents that it has no
current awareness of any patent owned by a third party that it believes is
being infringed without license by Andrew’s existing wireless network overlay
“Geometrix” geolocation system.


 


a)             For purposes of the covenant not to sue set forth in
this paragraph, “Andrew’s existing wireless network overlay ‘Geometrix’
geolocation system” refers to


 


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the wireless telephone location equipment sold by
Allen Telecom, Inc. and Andrew Corporation between July 2001 and January 2004,
and means Andrew’s wireless telephone location equipment (i.e., TDOA-2, TDOA-4, and
AOA Wireless Location Sensors (WLS’s) having the hardware set forth in the WLS
Installation and Maintenance Manual bearing Bates numbers 0424-0445 and WLS
algorithms/source code set forth in source code versions 5.2, 5.3, or 5.4; WLS
source code bearing Bates numbers 33160-33352; and the WLS hardware accelerator
code bearing Bates numbers 33799-38000; Geolocation Control Systems (GCS’s)
having the hardware set forth in the GCS Installation and Maintenance Manual
bearing Bates numbers 0390-0423 with the GCS algorithms/source code set forth
in source code versions 5.2, 5.3, or 5.4; and Abis Monitoring Units (AMU’s),
all installed in an overlay fashion), that determine the latitude and longitude
of wireless telephones, by determining TOA, AOA, and/or TDOA of a signal
transmitted by a wireless telephone’s voice or traffic channel (but not the
control channel or access channel signals), that uses any of the AMPS (800 MHz
Band), IDEN (800 MHz Band), TDMA (800 and 1900 MHz Bands), CDMA (800 and 1900
MHz. Bands) or GSM (800 and 1900 MHz. Bands) air interfaces, but not
others.  The term “Andrew’s existing
wireless network overlay ‘Geometrix’ geolocation system” also includes routine
software maintenance patches, but does not include any other hardware or
software changes or the addition of other functionality, or changes to create
additional capacity.


 


b)            For purposes of the covenant not to sue set forth in this
paragraph, “Andrew’s existing wireless network overlay ‘Geometrix’ geolocation
system” does not include an integrated geolocation system (e.g., a geolocation system
whose hardware or


 


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software is incorporated into a carrier’s
non-geolocation hardware and software, such as plug-ins (e.g., circuit boards) that
are incorporated into base station equipment and/or switches and/or a mobile
station component) or other embedded usages.


 


c)             TruePosition’s counsel, Woodcock Washburn LLP, shall
maintain a copy of Andrew’s existing wireless network overlay “Geometrix”
geolocation system source code versions 5.2, 5.3, and 5.4, documents identified
above, and other documents describing Andrew’s existing wireless network
overlay “Geometrix” geolocation system which are now in their possession, under
the terms set forth in the Protective Order filed in the Action for use in
resolution of any dispute that may arise regarding whether an Andrew wireless
network overlay geolocation system is subject to the covenant not to sue
contemplated by this Settlement Agreement.


 


d)            The parties agree to mediate any dispute concerning
whether an Andrew wireless network overlay geolocation system is subject to the
covenant not to sue for purposes of this paragraph.  Upon notification of a dispute, the parties shall each suggest
the names of three persons to act as mediator within three business days of
such notification, and shall agree upon a mediator within five business
days.  The mediation shall be conducted
within fourteen calendar days of the acceptance of the dispute by the
mediator.  If no resolution has been
reached within one month of acceptance of the dispute by the mediator,
TruePosition shall be free to bring such infringement action as it may
otherwise be entitled to bring in the absence of this paragraph.


 


10)           Andrew
hereby grants to TruePosition a perpetual worldwide non-exclusive license to
make, use, offer to sell, sell, and import geolocation equipment under the
patents and patent applications listed in Exhibit C hereto, and under all
geolocation patents which may issue


 


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at any time as a result of any patent application filed by Andrew
within one year of January 16, 2004, including all divisionals, reissues,
continuations in part, continuations, and foreign counterparts of such
patents.  TruePosition shall have no
right to sublicense under this paragraph, except that TruePosition may
sublicense its carrier end user customers (which shall include such customers’
subcontractors, agents, or contractors solely for the purpose of performing
services for such customers for E-911 purposes) to facilitate their operation
of E-911 hardware or systems they purchase from TruePosition, it being
understood that Andrew is not authorizing TruePosition to authorize
sublicensing by its customers, is not licensing TruePosition to sublicense its
customers to share geolocation equipment with other carriers, and is not authorizing
TruePosition to grant sublicenses that can be transferred by its customers to
unaffiliated entities.  TruePosition
shall not be precluded from distributing its product through resellers (which
does not include infrastructure suppliers as listed in paragraph 11 and others
engaged in substantially the same business), so long as any licenses granted to
end users shall be consistent with the terms of this paragraph.  Andrew represents that the patents listed in
Exhibit C include all of its geolocation patents and patent applications.  The license granted by this paragraph does
not extend to patents Andrew may otherwise acquire.  “Geolocation patents” for purposes of this paragraph has the
meaning assigned to it in paragraph 6 above.


 


11)           The licenses granted in paragraphs 6 and 10 may
not be assigned by the licensees; provided, however, that either such
license may be transferred in connection with the sale of all or substantially
all of the business of Andrew or TruePosition, respectively, but shall terminate
upon any transfer or assignment to any of the following companies, unless prior
written permission of the licensor is obtained:  Lucent Technologies Inc., NEC Corp., Huawei


 


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Technologies Co., Ltd., Telefon AB LM Ericsson, Nokia Oyj, Nortel
Networks Corp., Motorola Inc, and Siemens AG, or any successor of any of the
foregoing.


 


12)           In
the event that Andrew makes sales of or enters into a contract to supply
geolocation goods and/or services to or for the use of T-Mobile USA, Inc. or
Cingular Wireless LLC, or any entity owned or controlled by either of them,
within eighteen months of the date hereof:


 


a)             Andrew shall pay to TruePosition a royalty of 20% of its
gross revenue on such sales and any revenue generated in connection with such
sales, including but not limited to related software license fees, warranty
fees, maintenance and service fees, regardless of whether such revenue is
received by Andrew within the eighteen-month period, such royalty to be payable
within thirty days of Andrew’s receipt of such revenue, and in any event in
full on or before July 17, 2005.


 


b)            The royalty payment shall be accompanied by a report
disclosing the goods and/or services provided to T-Mobile or Cingular and the
revenue received as a result.


 


c)             Andrew shall keep records, consistent with the
record-keeping systems used in the ordinary
course of its business, showing the goods and/or services provided to
T-Mobile or Cingular between the date of this Agreement and July 16, 2005, in
sufficient detail to enable the royalty payable to TruePosition to be
determined. Andrew shall maintain such books and records until July 16, 2006.


 


d)            Andrew shall permit its books and records pertinent to
its sale of equipment to T-Mobile or Cingular to be examined from time to time
and, to the extent reasonably necessary, to verify the report provided by
Andrew, such examination to be


 


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made at the expense of TruePosition upon reasonable
notice to Andrew, by an auditor appointed by TruePosition from a firm of
certified public accountants of national standing and obligated to
confidentiality, who shall report to TruePosition only the amount of royalty
payable for the eighteen-month period applicable to this paragraph.  In the event that it is determined that
Andrew owes additional payments to TruePosition under this paragraph, and
Andrew’s underpayment is greater than 10% of the total amount owing for any calendar year period, then, in addition to such
additional payment, Andrew shall also reimburse TruePosition for
TruePosition’s costs with respect to such audit.


 


e)             The royalty obligations set forth in this paragraph
shall not be applicable to sales by Andrew to T-Mobile or Cingular if either of
those entities acquires AT&T Wireless, Inc. or any other current customer
of Andrew to the extent that such sales by Andrew are in the nature of
continuing sales to its pre-existing customer. 
Sales are in the nature of continuing sales to a pre-existing Andrew
customer when they are (i) made to fulfill an acquired customer’s FCC ‘s E-911
location requirements, (ii) made into a market that has been partially deployed
by Andrew or Andrew’s customer using Andrew equipment prior to the date of such
acquisition; and (iii) made pursuant to an Andrew customer contract entered
into prior to the acquisition.


 


13)           Except
with respect to any breach of this Settlement Agreement, the parties hereby
release, remise, and forever discharge one another, their predecessors,
successors, parents, subsidiaries, officers, directors, agents, employees,
assigns, and attorneys, and all persons who may be jointly and severally liable
with any of them, from any and all claims, demands, liabilities, causes of
action, damages, legal fees, costs, expenses, and claims for


 


10

















 


compensation of whatever nature or description,
arising out of or relating to the Action, and/or which have been or
could have been asserted in the Action.


 


14)           The
parties agree that they will execute and file, within five business days of the
Signature Date, any and all necessary documents to discontinue the prosecution
of the Action, including all counterclaims, with prejudice, and that each party
shall bear its own costs and fees incurred in connection with the Action.


 


15)           TruePosition
agrees to offer to purchase at least twenty million U.S. dollars ($20,000,000)
worth of geolocation hardware and/or related goods and services from Andrew between the date hereof and October 1, 2006,
provided that Andrew shall match prices and other material terms and
conditions offered to TruePosition by its other suppliers of such geolocation
hardware and/or goods and services, without regard to quantity commitments.


 


a)             Nothing herein shall require either party to disclose
confidential, competitively sensitive documents or information to each other,
such as, by way of example, price and cost information, and disclosure of such
information is expressly prohibited.  Notwithstanding the foregoing, TruePosition
shall provide Andrew with such technical information as is necessary to
permit Andrew to provide the requested goods and/or services and that is made
available to other contract manufacturers in connection with soliciting bids or
proposals for provision of such goods or services.


 


b)            In the event that one party believes the other party’s
representations regarding competitive prices or terms and conditions are
inaccurate or incomplete, that party may
request a review of such prices or terms and conditions by a neutral
third-party arbitrator, to be selected by the party requesting review in
accordance with subparagraph (c) below and
at the expense of the party requesting review. 
Within five business days of


 


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the arbitrator’s acceptance of appointment the parties
shall provide to the arbitrator the documents
and information necessary to permit him to make a determination whether the
prices or material terms and conditions proposed or challenged match those of
TruePosition’s other suppliers of the pertinent goods or services.  The arbitrator’s decision shall be rendered
to both parties in writing within five business days of having received the
last of the information necessary to make a determination.  The arbitrator’s decision is final, binding,
and not subject to appeal.  Upon
rendering his decision, the arbitrator shall return the documents and all copies
thereof to the party that provided them.


 


c)             The arbitrator shall be a certified public accountant
with at least ten (10) years of professional experience in cost
accounting.  Neither the arbitrator
himself nor his firm shall have provided professional services to TruePosition,
Andrew, or any of their respective subsidiaries or affiliates within the five
(5) years preceding the request for review. 
Neither the arbitrator himself nor his firm shall be employed by
TruePosition, Andrew, or any of their respective subsidiaries or affiliates for
one year following the rendering of a decision pursuant to this paragraph.


 


d)            Any business offered by TruePosition which Andrew does
not accept or which TruePosition does not award to Andrew because of Andrew’s
failure to match the prices and other material terms and conditions offered by
TruePosition’s other suppliers shall nevertheless be counted for purposes of
determining the amount of business that TruePosition has offered Andrew
pursuant to this paragraph.


 


16)           Andrew
agrees that it will not contest the validity or enforceability of U.S. Patents
4,728,959; 6,108,555; 6,119,013; and 6,047,192 or their foreign counterparts.


 


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17)           The parties agree that their sole remedy for
breach of this Settlement Agreement shall be an action therefor. Before
either party brings such an action for breach of this Settlement Agreement, the
parties shall engage in mediation in a good faith attempt to resolve their
dispute.  Upon notification of a
dispute, the parties shall each suggest the names of three persons to act as
mediator within three business days of such notification, and shall agree upon
a mediator within five business days. 
The mediation shall be conducted within fourteen calendar days of the
mediator’s acceptance of the mediation. 
If no resolution has been reached within one month of notification of
the mediator’s acceptance of the mediation, the parties may seek other relief.


 


18)           This
Settlement Agreement shall be governed by the laws of the State of Delaware,
without regard to principles of conflicts of laws.  Disputes arising hereunder or in connection herewith shall be
tried solely in the state and federal courts of Delaware, and both parties
hereby consent to the exclusive personal jurisdiction thereof.


 


19)           The
parties agree to maintain the terms and provisions of this Settlement Agreement
confidential, and shall not, without the other party’s prior written consent in
each instance, which consent may not be unreasonably withheld, disclose to any
third party, the terms or provisions of this Settlement Agreement, unless such
disclosure is required under applicable law or in connection with the legal
enforcement of this agreement.  In the
event such disclosure is required, the disclosing party shall, prior to making
such disclosure, cooperate with the other party in an effort to limit and/or
obtain confidentiality treatment for such disclosure.  Paragraph 20 below constitutes the respective parties’ prior
written consent regarding the parties’ respective press releases.  The prohibition against disclosure set forth
in this paragraph does not prohibit disclosure to the parties’ respective
parents or affiliates.


 


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20)           The
parties have agreed upon the terms of their respective press releases announcing
the settlement memorialized by this Settlement Agreement.  Each party agrees not to disparage the other
party or its products in connection with descriptions of this Settlement
Agreement.


 


21)           All
notices under this Settlement Agreement shall be in writing and shall be deemed
to have been given when received by the intended recipient at the following
address (or at such other address as the intended recipient shall have
specified in a written notice given to the other party):


 


To
TruePosition and KSI:


 


Frederic Beckley


Senior Vice President and
General Counsel


TruePosition, Inc. 780 Fifth Avenue


King of Prussia, Pa 19406


Fax: 610-680-1074


 


To Allen and
Andrew:


 


James F. Petelle, Esq.


Vice President, Law & Secretary Andrew Corporation


10500 West 153rd
Street


Orland Park, IL 60462


Fax: 708-873-2571


 


22)           The
parties agree that no promise, representation or agreement not herein expressed
has been made, and this Settlement Agreement (including the Exhibits hereto) contains the entire agreement between the parties
with respect to its subject matter, superseding all other prior
agreements, written or oral, including without limitation the term sheet dated
January 16, 2004.


 


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23)           If
for any reason any provision of this Settlement Agreement is held invalid,
illegal, or unenforceable, such provision shall be deemed to be severable from
the other provisions of this Agreement, all of which shall remain in full force
and effect and be binding upon the parties hereto.


 


24)           This
Settlement Agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, and all of which shall constitute
together but one and the same agreement. 
Upon signing at the time agreed, the parties shall exchange signature
pages by facsimile transmission, with an original signature to follow by
overnight mail, addressed to the persons listed in paragraph 21 above.  Andrew’s signature page shall be accompanied
by the warrant instrument described in paragraph 4 above, the form of which is
Exhibit A hereto.


 


 


	
  February 1,
  2004

  	
   

  
	
   

  	
   

  	
   

  
	
  TruePosition,
  Inc.

  	
  Allen
  Telecom, LLC

  
	
   

  	
   

  	
   

  
	
  By  

  	
  /s/ Fred
  Beckley

  	
   

  	
  By  

  	
  /s/ Terry N.
  Garner

  	
   

  
	
   

  	
  Fred
  Beckley, Senior Vice President 

  	
   

  	
   

  	
  Terry N.
  Garner, Vice President

  	
   

  
	
   

  	
  and General Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  KSI, Inc.

  	
  Andrew
  Corporation

  
	
   

  	
   

  	
   

  
	
  By  

  	
  /s/ Fred
  Beckley

  	
   

  	
  By  

  	
  /s/ Marty
  Kittrell

  	
   

  
	
   

  	
  Fred
  Beckley, Senior Vice President

  	
   

  	
   

  	
  Marty
  Kittrell, Chief Financial Officer 

  	
   

  
	
   

  	
  and General Counsel

  	
   

  	
   

  	
  President

  	
   

  



 


15

















 


EXHIBIT
A


 


THIS
WARRANT AND THE COMMON STOCK RECEIVABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE
SECURITIES LAWS.  THEY MAY NOT BE
TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.


 


Void after 5:00 P.M., Central Time,
on January 16, 2008


 


WARRANT TO PURCHASE COMMON STOCK


 


ANDREW CORPORATION


 


	
  WARRANT
  NO. W-1

  	
   

  	
  ORIGINAL ISSUE DATE:  January 16, 2004

  



 


This is to
certify that, FOR VALUE RECEIVED, TruePosition, Inc. (“Holder”) is entitled to
purchase, subject to the provisions of this Warrant (as defined herein), from ANDREW CORPORATION
(the “Company”), at any time until 5:00 P.M., Central Time, on
January 16, 2008 (“Expiration Date”), One Million (1,000,000)
shares (“Shares”)
of the Company’s Common Stock, $.01 par value per share (“Common Stock”).  The exercise price of the Warrant shall be
$17.70 per Share (“Exercise Price”).


 


1.             Exercise of Warrant.  This Warrant may be exercised, in whole or in part at any time or
from time to time until the Expiration Date or if the Expiration Date is a day
on which banking institutions are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any,
with the Purchase Form annexed hereto as Exhibit A duly executed and
accompanied by payment of the Exercise Price for the number of Shares specified
in such form (i) in the form of cash, certified check, or bank draft payable to
the order of the Company, or other form of payment acceptable to the Company,
for an amount of United States dollars equal to the Exercise Price of such
Shares; (ii) by tendering previously acquired Shares of the Corporation valued
at such Shares’ Fair Market Value on the date of tender; (iii) in the manner
described in Section 12; or (iv) a combination of (i), (ii), and (iii). The
Shares so purchased shall be deemed to be issued to the Holder or the Holder’s
designee, as the record owner of such shares, as of the close of business on
the date on which this Warrant shall have been surrendered and the completed Exhibit
A shall have been delivered and payment shall have been made for such
Shares as set forth above or, if such day is not a business day, on the next
succeeding business day.  The Shares so
purchased, representing the aggregate number of shares specified in the
executed Exhibit A, shall be delivered to the holder hereof within a
reasonable time, not exceeding 10 business days, after this Warrant shall have
been so exercised.  If (a) the Company’s
transfer agent is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer program, and (b) the certificates therefor
are not required to bear a legend and the Holder is not obligated to return
such certificate for the placement of a legend thereon, the Company, upon
request of the Holder, shall cause its transfer agent to electronically


 


A-1

















 


transmit the Shares so purchased to the Holder by
crediting the account of the holder or its nominee with DTC through its Deposit
Withdrawal Agent Commission system (“DTC Transfer”).  If the aforementioned conditions to a DTC Transfer are not
satisfied or such transfer is not so requested by the Holder, the Company shall
deliver physical certificates representing the Shares so purchased to the
Holder.


 


If this
Warrant is exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the
right of the Holder to purchase the balance of the Shares purchasable
hereunder. Upon receipt by the Company of this Warrant at the office of the
Company, in proper form for exercise and accompanied by the Exercise Price, the
Holder shall be deemed to be the holder of record of the Shares issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such Shares shall not
then be actually delivered to the Holder.


 


As used
herein, “Fair Market Value” as of any date shall mean if the Company’s Common
Stock is traded on an established market which reports last sale information,
the price of the Common Stock as of the close on the day before such date (or
if no sales occurred that day the most recent day sales occurred preceding such
date); if the Company’s Common Stock is quoted on the NASDAQ Stock Market, the
closing bid price per share on such date; or if the Company’s Common Stock is
publicly held but not traded on an established market which reports last sale
information or quoted on the NASDAQ Stock Market, the fair market value of such
Common Stock as determined by the Board of Directors of the Company in good
faith and in their sole discretion.  If
the Common Stock is not publicly held, Fair Market Value shall be determined by
the Board of Directors of the Company in good faith and in its sole discretion.


 


2.             Registration of Shares.  The Company shall use its reasonable best efforts to prepare and
file as promptly as practicable after the date hereof with the SEC a
registration statement on Form S-3 with respect to the Shares issuable upon the
exercise of this Warrant (the “Registration Statement”) and to effect all
such registrations, qualifications and compliances (including, without
limitation, obtaining appropriate qualifications under applicable state
securities or “blue sky” laws and compliance with any other applicable
governmental requirements or regulations) as the Holder hereof may reasonably
request and that would permit or facilitate the sale of such Shares in the open
market (provided, however, that the Company shall not be required in connection
therewith to qualify to do business or to file a general consent to service of
process in any such state or jurisdiction), and shall use its reasonable best
efforts so that such Registration Statement and all other such registrations,
qualifications and compliances may become effective no later than 120 days
following the date hereof. 
Notwithstanding the foregoing, the Company shall not be obligated to
effect an underwritten registration statement.


 


The
Company will use its reasonable best efforts to maintain the effectiveness of
the Registration Statement and other applicable registrations, qualifications
and compliances for a period of eighteen months following the earlier of
Expiration Date or the date upon which Holder has fully exercised this Warrant
(the “Registration
Effective Period”), and from time to time will amend or supplement
the Registration Statement and the prospectus contained therein as and to the
extent necessary to comply with the Securities Act of 1933, as amended (the “Act”),
the Securities and Exchange Act of 1934, as amended and any applicable state
securities statute or regulation, subject to the following limitations and
qualifications.


 


Upon
the exercise of this Warrant following the date on which the Registration
Statement is first declared effective, the Holders will be permitted (subject
in all cases to compliance with the prospectus delivery requirements of the
Act) to offer and sell the Shares issued upon the exercise of this Warrant
during the Registration Effective Period in the manner described in the
Registration Statement, provided


 


A-2

















 


that the
Registration Statement remains effective and has not been suspended.


 


Notwithstanding
any other provision of this Warrant, the Company shall have the right at any
time (but only five times during the term of this Agreement and no more than
three times in any twelve-month period) to require that the Holder hereof suspend
further open market offers and sales of the Shares issued upon exercise of this
Warrant whenever, and only if, in the reasonable good faith judgment of the
Company after receipt of advice from outside counsel there is or there is
reasonably likely to be in existence material undisclosed information or events
with respect to the Company (the “Suspension Right”).  In the event the Company exercises the
Suspension Right, such suspension will continue only for the period of time
reasonably necessary for disclosure to occur at a time that is not detrimental
to the Company or its stockholders or until such time as the information or
event is no longer material (but in no event more than 30 days), each as
determined in good faith by the Company after receipt of advice from outside
counsel.  The Company will promptly give
the Holders notice of any such suspension and will use all reasonable efforts
to minimize the length of the suspension.


 


3.             Reservation and Listing of Shares.  The Company hereby agrees that at all times
that this Warrant remains outstanding, there shall be reserved for issuance
and/or delivery upon exercise of this Warrant such number of Shares as shall be
required for issuance or delivery upon exercise of this Warrant.  Not later than 30 days after the date
hereof, the Company shall list the Shares on the NASDAQ Stock Market.


 


4.             Limit on Fractional Shares. No fractional Shares
shall be issued in connection with any exercise hereof, but in lieu of such
fractional Shares, the Company shall make a cash payment therefor equal in
amount to the product of the applicable fraction multiplied by the amount by
which the Fair Market Value of a Share of Common Stock on the date of such
exercise exceeds the Exercise Price then in effect.  All computations in connection with the adjustment of the
Exercise Price shall be rounded to the fourth decimal place.


 


5.             Shares To Be Fully Paid.  All Shares will, upon issuance in accordance
with the terms of this Warrant, be validly issued, fully paid and non-assessable
and free from all taxes, liens, claims and encumbrances.


 


6.             Exchange, Assignment or Loss of Warrant.  This Warrant is exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to
the Company for other Warrants of different denominations entitling the Holder
thereof to purchase (under the same terms and conditions as provided by this
Warrant) in the aggregate the same number of Shares purchasable hereunder.  Subject to Section 11, any transfer or
assignment shall be made by surrender of this Warrant to the Company with the
Assignment Form annexed hereto as Exhibit B duly executed and with funds
sufficient to pay any transfer tax; whereupon the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee named in
such instrument of assignment and this Warrant shall promptly be canceled.  The Holder hereof shall be entitled to
transfer this Warrant without the consent of the Company.  This Warrant may be divided or combined with
other Warrants that carry the same rights upon presentation hereof at the
office of the Company or at the office of its stock transfer agent, if any,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Holder hereof. The term
“Warrant” as used herein includes any warrants issued in substitution for or
replacement of this Warrant, or into which this Warrant may be divided or
exchanged.  Upon receipt by the Company
of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Subject to such right of indemnification, any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part


 


A-3

















 


of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.


 


7.             Rights of the Holder.  The Holder shall not, by virtue hereof, be entitled to any rights
of a shareholder in the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein.


 


8.             Adjustment Provisions.  The number and type of shares issuable upon exercise of this
Warrant shall be subject to adjustment from time to time as follows:


 


(a)            If the number of Shares of Common
Stock outstanding is increased by a stock dividend payable in Shares of Common
Stock or by a subdivision or split-up of Shares of Common Stock, then,
following the record date for the determination of Holders of Common Stock
entitled to receive such stock dividend, subdivision or split-up, the number of
Shares of Common Stock for which this Warrant is exercisable and the Exercise
Price shall be appropriately adjusted so that the number of Shares of Common
Stock issuable on exercise of this Warrant shall be increased, and the Exercise
Price shall be decreased, in proportion to such increase in outstanding Shares.


 


(b)           If the number of Shares of Common
Stock outstanding is decreased by a combination of the outstanding Shares of
Common Stock, then, following the record date for such combination, the number
of Shares of Common Stock for which this Warrant is exercisable and the
Exercise Price shall be appropriately adjusted so that the number of Shares of
Common Stock issuable on exercise of this Warrant shall be decreased, and the
Exercise Price increased, in proportion to such decrease in outstanding Shares.


 


(c)            In the event of any capital reorganization
of the Company, any reclassification of the stock of the Company (other than a
change in par value, or a change from no par value to par value, or a change
from par value to no par value, or as a result of a stock dividend or
subdivision, split-up or combination of shares), any consolidation or merger of
the Company, or any sale, lease, or conveyance to another person of the
property of the Company pursuant to which the Company’s Common Stock is
converted into other securities, cash or assets, each Warrant shall, after such
reorganization, reclassification, consolidation, merger or conveyance, be
exercisable into the kind and number of shares of stock or other securities or
property of the Company or of the corporation resulting from such consolidation
or surviving such merger to which the holder of the number of shares of Common
Stock is deliverable (immediately prior to the time of such reorganization,
reclassification, consolidation or merger) upon exercise of such Warrant would
have been entitled upon such reorganization, reclassification, consolidation,
merger or conveyance.  The provisions of
this clause shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers or conveyances.


 


(d)           If at any time the Company shall take
a record of the holders of its Shares of Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:


 


(i)            cash
(other than a cash dividend payable out of earnings or earned surplus legally
available for the payment of dividends under the laws of the jurisdiction of
incorporation of the Company),


 


(ii)           any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property of any nature whatsoever (other than cash, Common Stock 


 


A-4

















 


Equivalents or
Additional Shares of Common Stock), or


 


(iii)          any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property of any nature whatsoever (other than cash, Common Stock Equivalents or
Additional Shares of Common Stock),


 


then
(1) the number of shares of Common Stock for which this Warrant is exercisable
shall be adjusted to equal the product of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such adjustment
multiplied by a fraction (A) the numerator of which shall be the per share Fair
Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such per share Fair Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Company and supported by an opinion from an investment banking firm of
recognized national standing acceptable to the Holder) of any and all such
evidences of indebtedness, shares of stock, other securities or property or
warrants or other subscription or purchase rights so distributable, and (2) the
Exercise Price then in effect shall be adjusted to equal (A) the Exercise Price
then in effect multiplied by the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to the adjustment divided by (B)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment.  A
reclassification of the Common Stock (other than a change in par value, or from
par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a
distribution by the Company to the holders of its Common Stock of such shares
of such other class of stock within the meaning of this Section 8(d) and, if
the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be,
of the outstanding shares of Common Stock within the meaning of Section
8(a).  “Common Stock Equivalent”
means any Convertible Security or warrant, option or other right to subscribe
for or purchase any Additional Shares of Common Stock or any Convertible
Security.  “Convertible Securities”
means evidences of indebtedness, shares of capital stock or other securities
that are or may be at any time convertible into or exchangeable for shares of
Common Stock.  “Additional Shares of Common Stock”
means all shares of Common Stock issued by the Company after the Original Issue
Date (as first above written), and all shares of Other Common, if any, issued
by the Issuer after the Original Issue Date, except (i) the Shares; (ii) shares
of Common Stock to be issued to strategic partners and/or in connection with a
strategic merger or acquisition; (iii) shares of Common Stock or the issuance
of options to purchase shares of Common Stock to employees, officers,
directors, consultants and vendors in accordance with the Company’s equity
incentive policies; and (iv) the issuance of securities pursuant to the
conversion or exercise of convertible or exercisable securities issued or
outstanding prior to the date hereof.  “Other
Common” means any other ownership interest of the Company of any
class which shall be authorized at any time after the Original Issue Date
(other than Common Stock) and which shall have the right to participate in the
distribution of earnings and assets of the Company without limitation as to
amount.


 


(e)            Prior to any offer by the Company
that gives holders of the Company’s Common Stock the option to exchange or
tender shares of Common Stock for any assets or securities of the Company or of
any other entity, the Company shall give the Holder the option to convert all
or a portion of its right to purchase Shares hereunder into the amount of such
other assets or securities of the Company or of any other entity that the
Holder would have been entitled to receive had it been the holder of record of
the Shares receivable upon exercise of this Warrant on the date of


 


A-5

















 


any
record date of any such exchange or tender offer.  The Company shall provide the Holder twenty (20) days prior
written notice of any such exchange or tender offer and the Holder’s right to
exercise its right pursuant to the immediately foregoing sentence shall
terminate after the expiration of such twenty (20) day period unless the Holder
has notified the Company in writing that it is exercising such rights.


 


(f)            The Company shall provide the Holder
with not less than twenty (20) days written notice prior to the applicable
record date or effective date of the occurrence of any of the events described
in this Section 8, which notice shall set forth in detail all material facts
and circumstances surrounding and relating to such event.  The Company shall also provide the Holder
with such notice if any event occurs of the type contemplated by the adjustment
provisions of this Section 8 but not expressly provided for by such provisions,
and the Company’s Board of Directors will make an appropriate adjustment in the
Exercise Price and the number of Shares of Common Stock acquirable upon
exercise of this Warrant so that the rights of the Holder shall be neither
enhanced nor diminished by such event.


 


9.             Statement of Adjustment.  Whenever the Exercise Price shall be
adjusted as provided in Section 8, the Company shall make available for
inspection by the Holder, during regular business hours, at its principal
executive offices or at such other place as may be designated by the Company, a
statement, signed by its chief executive officer or president, showing in
detail the facts requiring such adjustment and the Exercise Price that shall be
in effect after such adjustment.  The
Company shall also cause a copy of such statement to be sent by first-class
certified mail, return receipt requested and postage prepaid, to Holder at such
Holder’s address appearing on the Company’s records.


 


10.           Notices.  Unless otherwise provided herein, any notice,
request, instruction or other document to be given hereunder by any party shall
be in writing and delivered in person or by courier or by facsimile
transmission (followed by mailing certified mail, postage prepaid, return
receipt requested) or mailed by certified mail, postage prepaid, return receipt
requested, as follows: (a) to the Holder at the Holder’s address as it appears
in the records of the Company or at such other address as the Holder may
otherwise indicate in a written notice delivered to the Company; or (b) to the
Company, at its principal place of business, Attn: President, or at such other
address as the Company may otherwise indicate in a written notice delivered to
Holder.  All such notices, requests,
instructions, documents and other communications will: (i) if delivered
personally to the address as provided in this Section 10, be deemed given upon
delivery; (ii) if delivered by facsimile transmission, be deemed given
upon receipt and (iii) if delivered by mail in the manner described above, be
deemed given 5 days after being placed in the mail.


 


11.           Transfer to Comply with the
Securities Act of 1933.  Until such
time as the Registration Statement is declared effective, the Company may cause
the following legend, or one similar thereto, to be set forth on each
certificate representing the Shares or any other security issued or issuable
upon exercise of this Warrant:


 


The securities represented by this certificate may not be offered for
sale, sold or otherwise transferred in the absence of an effective registration
statement under the Securities Act of 1933 (the “Act”), and under any
applicable state securities law, an opinion of counsel satisfactory to the
Company that such registration is not, in the circumstances required, or
evidence satisfactory to the Company that the Shares have been sold in
compliance with Rule 144 promulgated under the Act.


 


Neither this
Warrant nor any Shares issued upon the exercise hereof shall be transferred
other than pursuant to an effective registration statement under the Act or an
exemption from the registration provisions thereof.  Notwithstanding the foregoing, following the date on which the
Shares have been


 


A-6

















 


registered under the Act or otherwise may be
sold by the holder pursuant to Rule 144(k) promulgated under the Act (or a
successor rule), the Shares shall not bear any restrictive legend.


 


12.           Additional Right to Exercise.  The Holder shall have the right to require
the Company to convert this Warrant (“Conversion Right”), at any time after it is
exercisable, or the portion then exercisable, but prior to its expiration, into
Shares as provided in this Section 12. 
Upon exercise of the Conversion Right, the Company shall deliver to the
Holder (without payment by him of the Exercise Price) that number of Shares
equal to the quotient obtained by dividing (i) the value of this Warrant with
respect to the exercised Shares at the time of the exercise of the Conversion
Right (determined by subtracting the aggregate Exercise Price for the exercised
Shares immediately before the time of the closing of the Conversion Right from
the aggregate Fair Market Value of the exercised Shares at such time) by (ii)
the Fair Market Value of one Share immediately before the time of the closing
of the Conversion Right.


 


(a)           The Conversion Right
may be exercised by the Holder, at any time or from time to time, prior to its
expiration, on any business day by delivering a written notice in the form
attached hereto as Exhibit C (“Conversion Notice”) to the Company at the
Company’s offices exercising the Conversion Right and specifying (i) the total
number of Shares he desires to purchase pursuant to such conversion and (ii) a
date not less than one and not more than 20 business days from the date of the
Conversion Notice for the closing of such purchase.


 


(b)           At the closing of
the Conversion Right: (i) the Holder will surrender this Warrant; (ii) the
Company will deliver to the Holder a certificate or certificates for the number
of Shares issuable upon such conversion; and (iii) the Company will deliver to
the Holder a new Warrant representing the number of Shares, if any, with
respect to which this Warrant shall not have been exercised.


 


13.           Exemption from Registration for
Warrant Exercise.  The Company and
the Holder acknowledge that the Company will be relying on an exemption from
the registration requirements of the Act to deliver Shares to the Holder upon
the exercise of the Warrant.  The Holder
agrees to provide the Company with such information and representations as may
be requested by the Company in order to establish a claim to an exemption from
the registration requirements of the Act and any applicable state securities
laws, including, a representation that the Holder is taking the Shares for
investment, and not with a view to distribution.


 


14.           Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware.  Each of the Company and the Holder
irrevocably consents to the nonexclusive jurisdiction of the United States
federal courts and state courts located in Wilmington, Delaware in any suit or
proceeding based on or arising under this Warrant.  Each of the Company and the Holder irrevocably waives any objection
to the laying of venue and the defense of an inconvenient forum to the
maintenance of such suit or proceeding in such courts.  Each of the Company and the Holder further
agrees that service of process upon it mailed by certified or registered mail
to the address set forth in Section 10 shall be deemed in every respect
effective service of process upon it in any such suit or proceeding.  Nothing herein shall affect the Holder’s
right to serve process in any other manner permitted by law.  Each of the Company and the Holder agrees
that a final nonappealable judgment in any such suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on such judgment
or in any other lawful manner.


 


15.           Successors and Assigns.  The rights evidenced hereby shall inure to
the benefit of and be binding upon the successors of the Company and the
successors and permitted assigns of the Holder


 


A-7

















 


hereof.  The
provisions of this Warrant are intended to be for the benefit of all Holders
from time to time of this Warrant and shall be enforceable by any such Holder.


 


16.           Amendment.  This Warrant may not be modified or amended
or the provisions hereof waived except by the written consent of the Company
and the Holder.


 


17.           Other Actions.  The Company will not avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed
by it hereunder, but will at all times in good faith assist in the carrying out
of all the provisions of this Warrant and in the taking of all such action as
may reasonably be requested by the Holder of this Warrant in order to protect
the economic benefit inuring to the Holder hereof and the exercise privilege of
the Holder of this Warrant against dilution or other impairment, consistent
with the tenor and purpose of this Warrant.


 


	
   

  	
  ANDREW CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Marty
  R. Kittrell

  	
   

  
	
   

  	
   

  	
  Name:Marty R. Kittrel

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


A-8

















 


EXHIBIT A


 


PURCHASE FORM


 


Dated:
             ,
200    


 


The undersigned hereby irrevocably elects to exercise
the Warrant to the extent of purchasing
               
shares of Common Stock of Andrew Corporation, and hereby makes payment of
$               
in payment of the actual Exercise Price thereof.


 


[   ]  The undersigned requests that the Company
cause its transfer agent to electronically transmit the Common Stock being
acquired hereby to the account of the undersigned or its nominee (which is                       )
with DTC through its Deposit Withdrawal Agent Commission System (“DTC Transfer”).


 


 


INSTRUCTIONS FOR
REGISTRATION OF SHARES


 


	
  Name:

  	
   

  	
   

  
	
   

  	
  (Please typewrite or print in block letters)

  	
   

  
	
   

  
	
  Address:  

  	
   

  	
   

  
	
   

  
	
  Signature:  

  	
   

  	
   

  
						



 


A-9

















 


EXHIBIT B


 


ASSIGNMENT FORM


 


Dated:
              ,
200   


 


	
  FOR VALUE RECEIVED,
  

  	
   

  	
   

  



 


hereby sells, assigns and
transfers unto


 


	
  Name:

  	
   

  	
   

  
	
   

  	
  (Please typewrite or print in block letters)

  	
   

  



 


	
  Address:

  	
   

  	
   

  



 


the right to purchase Shares represented by this
Warrant to the extent of
                 
shares of Common Stock as to which such right is exercisable and does hereby
irrevocably constitute and appoint                         ,
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.


 


 


	
   

  	
  Signature:

  	
   

  



 


A-10

















 


EXHIBIT C


 


CASHLESS
EXERCISE FORM


 


I hereby exercise my Warrant
granted by ANDREW CORPORATION (the “Company”) by means of a cashless purchase
and seek to convert my Warrant into
               
of Common Stock of the Company pursuant to said Warrant.  I understand that this exercise is subject
to all the terms and provisions of my Warrant Agreement.


 


I request that the closing of
this conversion take place on
             
(a date not less than one and not more than 20 business days from this date).


 


I hereby represent that the
               
shares of Common Stock, to be delivered to me pursuant to the above-mentioned
exercise of said Warrant, are being acquired by me as an investment and not
with a view to distribute, or for sale in connection with the distribution of,
any shares of Common Stock thereof.


 


	
  Dated:

  
	
   

  
	
   

  	
   

  
	
  Name (please
  print)

  
	
   

  
	
   

  	
   

  
	
  Signature

  
	
   

  
	
   

  	
   

  
	
  Address

  
	
   

  
	
   

  	
   

  
	
  Social Security
  Number

  



 


Receipt is hereby acknowledged
of the delivery to me by ANDREW CORPORATION of certificates for
            shares
of Common Stock of the Corporation purchased by me pursuant to the terms and
conditions of my Warrant Agreement.


 


Date:


	
   

  	
   

  



Signature


 


A-11

















 


EXHIBIT B



ISSUED PATENTS


 


	
  PATENT NO.

  	
   

  	
  TITLE

  	
   

  	
  ISSUE DATE

  	
   

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,184,829 B1

  	
   

  	
  Calibration
  for Wireless Location System

  	
   

  	
  02/06/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,266,013 B1

  	
   

  	
  Architecture
  for a Signal Collection System of a Wireless Location System

  	
   

  	
  07/24/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,091,362

  	
   

  	
  Bandwidth
  Synthesis for a Wireless Location System

  	
   

  	
  07/18/00

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,172,644 B1

  	
   

  	
  Emergency
  Location Method for a Wireless Location System

  	
   

  	
  01/09/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,097,336

  	
   

  	
  Method for
  Improving the Accuracy of a Wireless Location System

  	
   

  	
  08/01/00

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,115,599

  	
   

  	
  Directed
  Retry Method for Use in a Wireless Location System

  	
   

  	
  09/05/00

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,281,834 B1

  	
   

  	
  Calibration
  for Wireless Location System

  	
   

  	
  08/28/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,351,235 B1

  	
   

  	
  Method and
  System for Synchronizing Receiver Systems of a Wireless Location System

  	
   

  	
  02/26/02

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,317,081 B1

  	
   

  	
  Internal
  Calibration Method for Receiver System of a Wireless Location System

  	
   

  	
  11/13/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,388,618 B1

  	
   

  	
  Signal
  Collection System for a Wireless Location System

  	
   

  	
  05/14/02

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,317,604 B1

  	
   

  	
  Centralized
  Database System for a Wireless Location System

  	
   

  	
  11/13/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,285,321 B1

  	
   

  	
  Station
  Based Processing Method for a Wireless Location System

  	
   

  	
  09/04/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,400,320 B1

  	
   

  	
  Antenna
  Selection Method for a Wireless Location System

  	
   

  	
  06/4/02

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,492,944 B1

  	
   

  	
  Internal
  Calibration Method for Receiver System of a Wireless Location System

  	
   

  	
  12/10/02

  	
   

  	
  US

  



 


B-1

















 


	
  PATENT NO.

  	
   

  	
  TITLE

  	
   

  	
  ISSUE DATE

  	
   

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4,728,959

  	
   

  	
  Direction
  Finding Localization System

  	
   

  	
  03/01/88

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,127,975

  	
   

  	
  Communications
  Localization System

  	
   

  	
  10/03/00

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,288,675 B1

  	
   

  	
  Single
  Station Communications Localization System

  	
   

  	
  09/11/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,119,013

  	
   

  	
  Enhanced
  Time-Difference Localization System

  	
   

  	
  09/12/00

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,108,555

  	
   

  	
  Enhanced
  Time-Difference Localization System

  	
   

  	
  08/22/00

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,047,192

  	
   

  	
  Robust,
  Efficient, Localization System

  	
   

  	
  04/04/00

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,546,256 B1

  	
   

  	
  Robust,
  Efficient, Location-Related System

  	
   

  	
  04/08/03

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,101,178

  	
   

  	
  Pseudolite-Augmented
  GPS for Wireless Telephones

  	
   

  	
  08/08/00

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,288,676 B1

  	
   

  	
  Apparatus
  and Method for Single Station Communications Localization

  	
   

  	
  09/11/01

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,366,241 B1

  	
   

  	
  Enhanced
  Determination of Position-Dependant Signal Characteristics of a Wireless
  Transmitter

  	
   

  	
  04/02/02

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,483,460 B2

  	
   

  	
  Baseline
  Selection Method for Use in a Wireless Location System

  	
   

  	
  11/19/02

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,563,460 B2

  	
   

  	
  Collision
  Recovery in a Wireless Location System

  	
   

  	
  05/13/03

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,646,604 B2

  	
   

  	
  Automatic
  Synchronous Tuning of Narrowband Receivers of a Wireless Location System for
  Voice/Traffic Channel Tracking

  	
   

  	
  11/11/03

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,603,428 B2

  	
   

  	
  Multiple
  Pass Location Processing

  	
   

  	
  08/05/03

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,661,379 B2

  	
   

  	
  Antenna
  Selection Method for a Wireless Location System

  	
   

  	
  12/09/03

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,334,059 B1

  	
   

  	
  Modified
  transmission method for improving accuracy for e-911 calls

  	
   

  	
  12/25/01

  	
   

  	
  US

  



 


B-2

















 


	
  PATENT NO.

  	
   

  	
  TITLE

  	
   

  	
  ISSUE DATE

  	
   

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,463,290 B1

  	
   

  	
  Mobile-assisted
  network based techniques for improving accuracy of wireless location system

  	
   

  	
  10/08/02

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6,519,465 B2

  	
   

  	
  Modified
  transmission method for improving accuracy for E-911 calls

  	
   

  	
  02/11/03

  	
   

  	
  US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  95196005.9

  	
   

  	
  Communications
  Location System

  	
   

  	
  02/26/03

  	
   

  	
  China

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0789847

  	
   

  	
  Communications
  Location System

  	
   

  	
  03/05/03

  	
   

  	
  France

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0789847

  	
   

  	
  Communications
  Location System

  	
   

  	
  03/05/03

  	
   

  	
  Great
  Britain

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  695298356-08

  	
   

  	
  Communications
  Location System

  	
   

  	
  03/05/03

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0789847

  	
   

  	
  Communications
  Location System

  	
   

  	
  03/05/03

  	
   

  	
  Italy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  505953

  	
   

  	
  Communications
  Localization System

  	
   

  	
  10/6/03

  	
   

  	
  New Zealand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0789847

  	
   

  	
  Communications
  Location System

  	
   

  	
  03/05/03

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  757840

  	
   

  	
  Communications
  Localization System

  	
   

  	
  12/20/02

  	
   

  	
  Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1048179

  	
   

  	
  Communications
  Localization System

  	
   

  	
  11/02/00

  	
   

  	
  EP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  137291

  	
   

  	
  Communications
  Localization System

  	
   

  	
  01/16/98

  	
   

  	
  Israel

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  98/0330

  	
   

  	
  Robust,
  Efficient, Localization System

  	
   

  	
  11/25/98

  	
   

  	
  South Africa

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  139796

  	
   

  	
  Robust,
  Efficient, Localization System

  	
   

  	
  08/11/01

  	
   

  	
  Taiwan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2,363,293

  	
   

  	
  Calibration
  for Wireless Location System

  	
   

  	
  09/03/03

  	
   

  	
  Great
  Britain

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GB 2362072

  	
   

  	
  Bandwidth
  Synthesis for Wireless Location System

  	
   

  	
  03/12/03

  	
   

  	
  Great
  Britain

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GB2362530

  	
   

  	
  Method for
  Improving the Accuracy of a Wireless Location System

  	
   

  	
  10/08/03

  	
   

  	
  Great Britain

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GB2387084

  	
   

  	
  Calibration
  for Wireless Location System

  	
   

  	
  12/10/03

  	
   

  	
  Great
  Britain

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  98813131.5

  	
   

  	
  Communications
  Localization System

  	
   

  	
  1/2/04

  	
   

  	
  China

  



 


B-3

















 


PENDING
APPLICATIONS


 


 


	
  SERIAL NO.

  	
   

  	
  FILING
  DATE

  	
   

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  09/909,221

  	
   

  	
  07/18/01

  	
   

  	
  US

  
	
  09/908,998

  	
   

  	
  07/18/01

  	
   

  	
  US

  
	
  10/217,782

  	
   

  	
  08/13/02

  	
   

  	
  US

  
	
  10/154,176

  	
   

  	
  05/21/02

  	
   

  	
  US

  
	
  10/234,363

  	
   

  	
  09/03/02

  	
   

  	
  US

  
	
  10/347,471

  	
   

  	
  01/17/03

  	
   

  	
  US

  
	
  10/414,982

  	
   

  	
  04/15/03

  	
   

  	
  US

  
	
  10/748,367

  	
   

  	
  12/30/03

  	
   

  	
  US

  
	
  N/A

  	
   

  	
  1/29/04

  	
   

  	
  US

  
	
  99/911490.3

  	
   

  	
  03/22/99

  	
   

  	
  EP

  
	
  2,204,125

  	
   

  	
  11/03/95

  	
   

  	
  Canada

  
	
  973201

  	
   

  	
  11/03/95

  	
   

  	
  Mexico

  
	
  8-515416

  	
   

  	
  11/03/95

  	
   

  	
  Japan

  
	
  PI9714938.1

  	
   

  	
  12/23/97

  	
   

  	
  Brazil

  
	
  2,316,170

  	
   

  	
  12/23/97

  	
   

  	
  Canada

  
	
  97182490.8

  	
   

  	
  12/23/97

  	
   

  	
  China

  
	
  97952638.1

  	
   

  	
  12/23/97

  	
   

  	
  EP

  
	
  01100162.1

  	
   

  	
  01/08/01

  	
   

  	
  Hong Kong

  
	
  136934

  	
   

  	
  12/23/97

  	
   

  	
  Israel

  
	
  2000-590,453

  	
   

  	
  12/23/97

  	
   

  	
  Japan

  
	
  006301

  	
   

  	
  12/23/97

  	
   

  	
  Mexico

  
	
  PI9814250-0

  	
   

  	
  01/16/98

  	
   

  	
  Brazil

  
	
  2,317,414

  	
   

  	
  01/16/98

  	
   

  	
  Canada

  
	
  01100163.0

  	
   

  	
  01/08/01

  	
   

  	
  Hong Kong

  
	
  2000-593,879

  	
   

  	
  01/16/98

  	
   

  	
  Japan

  
	
  006951

  	
   

  	
  01/16/98

  	
   

  	
  Mexico

  
	
  PCT/US01/09078

  	
   

  	
  03/22/01

  	
   

  	
  PCT

  
	
  PI 9917166.0

  	
   

  	
  12/13/99

  	
   

  	
  Brazil

  
	
  2,359,797

  	
   

  	
  12/13/99

  	
   

  	
  Canada

  
	
  99815519.5

  	
   

  	
  12/13/99

  	
   

  	
  China

  
	
  99967282.7

  	
   

  	
  12/13/99

  	
   

  	
  EP

  
	
  144134

  	
   

  	
  12/13/99

  	
   

  	
  Israel

  
	
  10-2001-7008675

  	
   

  	
  12/13/99

  	
   

  	
  South Korea

  



 


B-4

















 


	
  SERIAL NO.

  	
   

  	
  FILING
  DATE

  	
   

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2001-006908

  	
   

  	
  12/13/99

  	
   

  	
  Mexico

  
	
  PI-9917164.3

  	
   

  	
  12/13/99

  	
   

  	
  Brazil

  
	
  2,360,130

  	
   

  	
  12/13/99

  	
   

  	
  Canada

  
	
  99815517.9

  	
   

  	
  12/13/99

  	
   

  	
  China

  
	
  99965230.8

  	
   

  	
  12/13/99

  	
   

  	
  EP

  
	
  144133

  	
   

  	
  12/13/99

  	
   

  	
  Israel

  
	
  10-2001-7008669

  	
   

  	
  12/13/99

  	
   

  	
  South Korea

  
	
  2001-006907

  	
   

  	
  12/13/99

  	
   

  	
  Mexico

  
	
  PI 9917165-1

  	
   

  	
  12/13/99

  	
   

  	
  Brazil

  
	
  2,360,136

  	
   

  	
  12/13/99

  	
   

  	
  Canada

  
	
  99815520.9

  	
   

  	
  12/13/99

  	
   

  	
  China

  
	
  99965231.6

  	
   

  	
  12/13/99

  	
   

  	
  EP

  
	
  144132

  	
   

  	
  12/13/99

  	
   

  	
  Israel

  
	
  10-2001-7008666

  	
   

  	
  12/13/99

  	
   

  	
  South Korea

  
	
  2001-006906

  	
   

  	
  12/13/99

  	
   

  	
  Mexico

  
	
  PCT/US02/00754

  	
   

  	
  01/10/02

  	
   

  	
  PCT

  
	
  PCT/US02/22390

  	
   

  	
  07/15/02

  	
   

  	
  PCT

  
	
  PI 0107538-1

  	
   

  	
  03/22/01

  	
   

  	
  Brazil

  
	
  2,403,039

  	
   

  	
  03/22/01

  	
   

  	
  Canada

  
	
  01 8 07674.2

  	
   

  	
  03/22/01

  	
   

  	
  China

  
	
  01918894.5

  	
   

  	
  03/22/01

  	
   

  	
  EP

  
	
  0222646.2

  	
   

  	
  03/22/01

  	
   

  	
  Great Britain

  
	
  151754

  	
   

  	
  03/22/01

  	
   

  	
  Israel

  
	
  10-2002-7013100

  	
   

  	
  03/22/01

  	
   

  	
  South Korea

  
	
  S/N 2002-009450

  	
   

  	
  03/22/01

  	
   

  	
  Mexico

  
	
  PCT/US03/08896

  	
   

  	
  03/21/03

  	
   

  	
  PCT

  
	
  PI0114518-5

  	
   

  	
  06/27/01

  	
   

  	
  Brazil

  
	
  2,423,913

  	
   

  	
  06/27/01

  	
   

  	
  Canada

  
	
  01816789.6

  	
   

  	
  06/27/01

  	
   

  	
  China

  
	
  01948807.1

  	
   

  	
  06/27/01

  	
   

  	
  EP

  
	
  0307730.2

  	
   

  	
  06/27/01

  	
   

  	
  Great Britain

  
	
  154972

  	
   

  	
  06/27/01

  	
   

  	
  Israel

  
	
  2002-533578

  	
   

  	
  06/27/01

  	
   

  	
  Japan

  
	
  10-2003-7004794

  	
   

  	
  06/27/01

  	
   

  	
  Korea

  
	
  2003-002810

  	
   

  	
  06/27/01

  	
   

  	
  Mexico

  
	
  PCT/US03/25168

  	
   

  	
  08/11/03

  	
   

  	
  PCT

  
	
  N/A

  	
   

  	
  01/10/02

  	
   

  	
  Brazil

  
	
  N/A

  	
   

  	
  01/10/02

  	
   

  	
  Canada

  
	
  N/A

  	
   

  	
  01/10/02

  	
   

  	
  China

  
	
  N/A

  	
   

  	
  01/10/02

  	
   

  	
  EP

  
	
  N/A

  	
   

  	
  01/10/02

  	
   

  	
  Great Britain

  
	
  N/A

  	
   

  	
  01/10/02

  	
   

  	
  Israel

  
	
  N/A

  	
   

  	
  01/10/02

  	
   

  	
  Japan

  
	
  10-2004-7000688

  	
   

  	
  01/10/02

  	
   

  	
  South Korea

  
	
  N/A

  	
   

  	
  01/10/02

  	
   

  	
  Mexico

  
	
  N/A

  	
   

  	
  07/15/02

  	
   

  	
  Brazil

  
	
  N/A

  	
   

  	
  07/15/02

  	
   

  	
  Canada

  
	
  N/A

  	
   

  	
  07/15/02

  	
   

  	
  China

  
	
  N/A

  	
   

  	
  07/15/02

  	
   

  	
  EP

  
	
  N/A

  	
   

  	
  07/15/02

  	
   

  	
  Great Britain

  



 


B-5












 


	
  SERIAL NO.

  	
   

  	
  FILING
  DATE

  	
   

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N/A

  	
   

  	
  07/15/02

  	
   

  	
  Israel

  
	
  N/A

  	
   

  	
  07/15/02

  	
   

  	
  Japan

  
	
  10-2004-7000689

  	
   

  	
  07/15/02

  	
   

  	
  South Korea

  
	
  N/A

  	
   

  	
  07/15/02

  	
   

  	
  Mexico

  



 


B-6

















 


EXHIBIT C


 


ISSUED
PATENTS


 


	
  PATENT NO.

  	
   

  	
  TITLE

  	
   

  	
  ISSUE DATE

  	
   

  	
  COUNTRY

  
	
  4,888,593

  	
   

  	
  Time
  Difference of Arrival Geolocation Method

  	
   

  	
  12/19/89

  	
   

  	
  US

  
	
  5,317,323

  	
   

  	
  Passive High
  Accuracy Geolocation System and Method

  	
   

  	
  05/31/94

  	
   

  	
  US

  
	
  5,465,289

  	
   

  	
  Cellular
  Based Traffic Sensor System

  	
   

  	
  11/07/95

  	
   

  	
  US

  
	
  5,559,864

  	
   

  	
  Cellular
  Based Traffic Sensor System

  	
   

  	
  09/24/96

  	
   

  	
  US

  
	
  6,233,459

  	
   

  	
  System for
  Providing Geolocation of a Mobile Transceiver

  	
   

  	
  05/15/01

  	
   

  	
  US

  
	
  6,665,332

  	
   

  	
  CDMA
  Geolocation System

  	
   

  	
  12/16/03

  	
   

  	
  US

  



 


C-1

















 


PENDING APPLICATIONS


 


	
  SERIAL NO.

  	
   

  	
  FILING
  DATE

  	
   

  	
  COUNTRY

  
	
  10/230,333

  	
   

  	
  08/29/02

  	
   

  	
  US

  
	
  10/739,023

  	
   

  	
  12/19/03

  	
   

  	
  US

  
	
  10/004,449

  	
   

  	
  12/06/01

  	
   

  	
  US

  
	
  10/011,783

  	
   

  	
  12/11/01

  	
   

  	
  US

  
	
  09/971,680

  	
   

  	
  10/09/01

  	
   

  	
  US

  
	
  10/046,284

  	
   

  	
  01/16/02

  	
   

  	
  US

  
	
  PCT/US03/26972

  	
   

  	
  08/28/03

  	
   

  	
  PCT

  
	
  PCT/US03/34147

  	
   

  	
  10/27/03

  	
   

  	
  PCT

  
	
  PCT/US03/32583

  	
   

  	
  10/16/03

  	
   

  	
  PCT

  
	
  PCT/US03/17470

  	
   

  	
  06/04/03

  	
   

  	
  PCT

  
	
  PCT/US03/32584

  	
   

  	
  10/16/03

  	
   

  	
  PCT

  
	
  PCT/US03/32578

  	
   

  	
  10/16/03

  	
   

  	
  PCT

  
	
  PCT/US03/32580

  	
   

  	
  10/16/03

  	
   

  	
  PCT

  
	
  PCT/US03/32579

  	
   

  	
  10/16/03

  	
   

  	
  PCT