Exhibit 10.1

GRAPHIC

FS Corp. Supply Agreement

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Table of Contents        Section IOPERATIONAL TERMS

|Article 1                |  | Effective Period Of Agreement                             |  | 6 
|------------------------ |  | --------------------------------------------------------- |  | --
|Article 2                |  | Novus Transition Period and Interim Supply Agreement      |  | 6 
|Article 3                |  | Novus Supply Agreement                                    |  | 6 
|Article 4                |  | Business Relationship                                     |  | 6 
|Article 5                |  | Purchase Commitments                                      |  | 7 
|Article 6                |  | Changes to Purchase Commitment                            |  | 7 
|Article 7                |  | Payment Terms                                             |  | 8 
|Article 8                |  | Products                                                  |  | 8 
|Article 9                |  | Services                                                  |  | 9 
|Article 10               |  | Specifications or Drawings                                |  | 9 
|Article 11               |  | Exclusivity                                               |  | 9 
|Article 12               |  | Special Pricing                                           |  | 10
|Article 13               |  | Sales And Marketing Of Products                           |  | 10
|Article 14               |  | Manufacturing Sourcing Requirements                       |  | 10
|Article 15               |  | Contingencies/Dependencies on the Novus Supply Agreement  |  | 11
|Article 16               |  | Ordering Companies                                        |  | 11
|Article 17               |  | Pricing                                                   |  | 12
|Article 18               |  | Price Adjustments                                         |  | 13
|Article 19               |  | Cost Reductions                                           |  | 14
|Article 20               |  | Continuing Availability                                   |  | 14
|Article 21               |  | Product Changes                                           |  | 15
|Article 22               |  | Delivery / Flexible Delivery Arrangements / Late Delivery |  | 16
|Article 23               |  | Performance Metrics                                       |  | 16
|Article 24               |  | Stranded Inventory                                        |  | 17
|Article 25               |  | Electronic Commerce                                       |  | 18
|Article 26               |  | Quality                                                   |  | 18
|Article 27               |  | Epidemic Condition                                        |  | 19
|Article 28               |  | Warranty                                                  |  | 20
|Article 29               |  | Repairs Not Covered Under Warranty                        |  | 21
|Article 30               |  | Repair Procedures                                         |  | 22
|Article 31               |  | Executive Reviews                                         |  | 22
|Article 32               |  | Performance Review Process                                |  | 22
|Article 33               |  | Notices                                                   |  | 23
|Article 34               |  | Dispute Resolution                                        |  | 23
|Section IIGENERAL TERMS
|Article 35               |  | Acceptance of Purchase Order                              |  | 24
|Article 36               |  | Assignment                                                |  | 24
|Article 37               |  | Audit                                                     |  | 24
|Article 38               |  | Bankruptcy/Insolvency Termination                         |  | 25
|Article 39               |  | Choice Of Law                                             |  | 25
|Article 40               |  | Default                                                   |  | 25
|Article 41               |  | Delivery Terms / Transfer of Title and Risk of Loss       |  | 26
|Article 42               |  | Export Control                                            |  | 26
|Article 43               |  | Force Majeure                                             |  | 26
|Article 44               |  | Forecasting                                               |  | 26
|Article 45               |  | Ordering Process                                          |  | 26

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|Article 46 |  | Identification                       |  | 27
|---------- |  | ------------------------------------ |  | --
|Article 47 |  | Indemnity                            |  | 27
|Article 48 |  | Infringement                         |  | 27
|Article 49 |  | Insurance                            |  | 28
|Article 50 |  | Invoicing And Shipping               |  | 28
|Article 51 |  | Limitation Of Liability              |  | 28
|Article 52 |  | Manufacturing Rights                 |  | 28
|Article 53 |  | Marking                              |  | 29
|Article 54 |  | Non-Exclusive Market Rights          |  | 29
|Article 55 |  | Ozone Depleting Substances           |  | 29
|Article 56 |  | Ozone Depleting Substances Labeling  |  | 30
|Article 57 |  | Packing, Labeling and Serialization  |  | 30
|Article 58 |  | Product Conformance Reviews          |  | 31
|Article 59 |  | Product Documentation                |  | 31
|Article 60 |  | Publicity                            |  | 31
|Article 61 |  | Registration And Radiation Standards |  | 31
|Article 62 |  | Releases Void                        |  | 32
|Article 63 |  |                                      |  | 32

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Lucent Technologies  Bell Labs Innovations  FS Corp. Supply Agreement        Table of Contents

|Section IOPERATIONAL TERMS
|---------------------------
|Article 1                  
|Article 2                  
|Article 3                  
|Article 4                  
|Article 5                  
|Article 6                  
|Article 7                  
|Article 8                  
|Article 9                  
|Article 10                 
|Article 11                 
|Article 12                 
|Article 13                 
|Article 14                 
|Article 15                 
|Article 16                 
|Article 17                 
|Article 18                 
|Article 19                 
|Article 20                 
|Article 21                 
|Article 22                 
|Article 23                 
|Article 24                 
|Article 25                 
|Article 26                 
|Article 27                 
|Article 28                 
|Article 29                 
|Article 30                 
|Article 31                 
|Article 32                 
|Article 33                 
|Article 34                 
|Section IIGENERAL TERMS   
|Article 35                 
|Article 36                 
|Article 37                 
|Article 38                 
|Article 39                 
|Article 40                 
|Article 41                 
|Article 42                 

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|Article 43 |  | Force Majeure                        |  | 26
|---------- |  | ------------------------------------ |  | --
|Article 44 |  | Forecasting                          |  | 26
|Article 45 |  | Ordering Process                     |  | 26
|Article 46 |  | Identification                       |  | 27
|Article 47 |  | Indemnity                            |  | 27
|Article 48 |  | Infringement                         |  | 27
|Article 49 |  | Insurance                            |  | 28
|Article 50 |  | Invoicing And Shipping               |  | 28
|Article 51 |  | Limitation Of Liability              |  | 28
|Article 52 |  | Manufacturing Rights                 |  | 28
|Article 53 |  | Marking                              |  | 29
|Article 54 |  | Non-Excusive Market Rights           |  | 29
|Article 55 |  | Ozone Depleting Substances           |  | 29
|Article 56 |  | Ozone Depleting Substances Labeling  |  | 30
|Article 57 |  | Packing, Labeling and Serialization  |  | 30
|Article 58 |  | Product Conformance Reviews          |  | 31
|Article 59 |  | Product Documentation                |  | 31
|Article 60 |  | Publicity                            |  | 31
|Article 61 |  | Registration And Radiation Standards |  | 31
|Article 62 |  | Releases Void                        |  | 32
|Article 63 |  | Severability                         |  | 32
|Article 64 |  | Supplier's Information               |  |   
|Article 65 |  | Survival Of Obligations              |  | 32
|Article 66 |  | Suspension of Agreement by Supplier  |  | 32
|Article 67 |  | Taxes                                |  | 33
|Article 68 |  | Toxic Substances And Product Hazards |  | 33
|Article 69 |  | Training                             |  | 34
|Article 70 |  | Entire Agreement                     |  | 34

List of Attachments

The following attachments are hereby made part of this Agreement:

Attachment
AProducts and Pricing

Attachment
BProduct Specifications

Attachment
CODS Content Certification Form

Attachment
DOrder Fulfillment Process Document, Rev. 1.0

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THIS SUPPLY AGREEMENT ("Agreement") is entered into as of June 1, 2001 ("Effective Date") by Lucent Technologies Inc., a Delaware corporation having a principal place of
business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 ("Company") and FS Corp., a Delaware corporation having a principal place of business at 67 Whippany Road, Whippany, New Jersey
07981-0903 ("Supplier").

WHEREAS
Company and Company's affiliated entities as defined in the clause ORDERING COMPANIES desire to purchase from Supplier on an as-ordered basis (subject to the minimum
purchase obligations set forth in the clause PURCHASE COMMITMENT) certain Products and Services further described below and,

WHEREAS
Supplier desires to sell to Company such Products and Services ordered from time to time by Company in accordance with the terms and conditions set forth below.

NOW
THEREFORE, in exchange for mutually beneficial consideration, the sufficiency of which is hereby acknowledged, Company and Supplier agree as follows:

Section IOPERATIONAL TERMS

Article 1Effective Period Of Agreement

The effective period of this Agreement shall commence on the Effective Date and shall, except as otherwise provided in this Agreement, continue in effect
thereafter for a period of forty (40) months ("Term"), or a longer term if required per the clause CONTINGENCIES/DEPENDENCIES ON THE NOVUS SUPPLY AGREEMENT. Expiration of this Agreement shall
not affect the obligations of either party to the other under the Orders accepted pursuant to this Agreement.

Article 2Novus Transition Period and Interim Supply Agreement

There will be a period of time between the Effective Date of this Agreement and the time when Supplier establishes contractual privity with the buyer of Company's
Columbus manufacturing facility ("Novus EMS") which is hereby defined as the "Novus Transition Period." It is the belief of Company and Supplier that the Novus Transition Period will be six
(6) months or less to allow Supplier and Novus EMS to implement the necessary infrastructure to conduct business with each other. During the Novus Transition Period, Company will serve as
Supplier's contract manufacturer for Product. Company's roles and responsibilities as Supplier's Contract Manufacturer during the Novus Transition Period are defined in a separate agreement hereby
defined as the "Interim Supply Agreement."

Article 3Novus Supply Agreement

The External Manufacturing Services Supply Agreement currently being negotiated between Company and the Novus EMS is hereby referred to as the "Novus Supply
Agreement".

Article 4Business Relationship

Company and Supplier acknowledge that a strategic relationship is needed by Company in order to insure the ongoing continuity of supply and service to Company's
end customers. As a strategic supplier to Company, Supplier agrees to, within reason, (i) participate in Company's Strategic Supplier Council, (ii) work collaboratively with Company, as
requested, in support of Company's product planning, systems engineering, and architectural design activities with respect to power amplifiers, and (iii) participate in Supply Chain Network's
Supplier Relationship Program.

The
terms and provisions herein are based on the unique relationship between Company and Supplier and are for the sole benefit of Company, Ordering Companies, and Supplier. The terms and

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provisions of this Agreement cannot be relied on or used by Novus EMS or any other third party manufacturer not a signatory hereto.

Article 5Purchase Commitments

For a period of 40 months, commencing on June 1, 2001, Lucent agrees to purchase a minimum of $350 million of Product per Lucent fiscal year
("Annual Purchase Commitment"), for each full year of
the Agreement, which fiscal year commences on October 1, 2001. The Annual Purchase Commitment will be administered quarterly, with a Quarterly Purchase Commitment equal to the Annual Purchase
Commitment divided by four quarters multiplied by 80% (to allow for fluctuations in business volume from quarter to quarter) or $70 million per quarter.

The
commitment period for fiscal year 2001 is defined as the time from the start of the Term through the end of fiscal 2001. The purchase commitment for this period will be based on the
annual commitment of $350 million pro-rated to cover the number of days in the commitment period.

Performance
against the commitment will include all completed purchases of and payment for the Products made during the commitment period, net of all volume price considerations.
Performance against the commitment will include completed purchases from Ordering Companies.

On
the last day of fiscal quarters one through three, a true-up will be calculated based on the Quarterly Purchase Commitment defined above. Failure to meet the minimum
Quarterly Purchase Commitment shall result in a True-up Payment to be made by Company to Supplier no more than thirty (30) days from the end of the fiscal quarter. The
True-up Payment shall be calculated as follows:



At
the end of each fiscal year, an annual True-up will be conducted based on the Annual Purchase Commitment for that year's commitment period. The Annual True-up
will be calculated as follows:



In
the event that Company makes any Quarterly True-up Payments during the course of a year, but meets or exceeds its Annual Purchase Commitment, Supplier will refund 100% of
the True-up Payments by any of the following methods to be selected by Company (on no less than 30 days advance notice):



Article 6Changes to Purchase Commitment

Company and Supplier reserve the right to review and propose modifications to the Annual and Quarterly Purchase Commitments, based on changes in technology,
market, and industry trends (e.g., mobile subscriber growth, mobile penetration rates, catastrophic events, and industry wide component shortages) and Supplier's overall performance. No changes shall
be approved until mutually agreed upon by both Parties.

Notwithstanding
the above, upon no less than five (5) business days prior written notice to Supplier, Company may suspend any or all of the then remaining Purchase Commitments
(pertaining to

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an individual product or products), subject to the effectiveness conditions ("Effectiveness Conditions") set forth below, if:



Any
such suspension shall commence effective with the date of the notice and continue until the earlier of (a) the end of any applicable period for cure set forth in this
Agreement, (b) Company's agreement, not to be unreasonably withheld or delayed, that the matter giving rise to the suspension has been
resolved to Company's satisfaction, and (c) the Party's agreement that the suspension period should be terminated. Company's Purchase Commitment shall be reduced on a pro-rata basis
for the period of any such suspension by an amount equivalent to the quantity of the product or products that were planned to be purchased during the suspension period. Calculation of the commitment
reduction shall be limited to the product or products that gave rise to the suspension. The ending of the suspension shall not revive Company's obligation with respect to the amount of the reduction.

If
a suspension commences as described above, and the matter giving rise to the suspension has not been by then resolved to Company's reasonable satisfaction, Company reserves the right
upon written notice to Supplier to terminate all or any portion of the then remaining Purchase Commitments associated with the individual product or products that gave rise to the suspension at any
time after the later of the end of the stated suspension period and the end of any applicable period for cure set forth in this Agreement.

In
the event that it is determined that the relevant Effectiveness Condition is not valid, then the Company's obligations with respect to the obligations set forth in the clause PURCHASE
COMMITMENTS shall be retroactively reinstated.

Article 7Payment Terms

Payment shall be made no later than the 2nd business day of the 2nd calendar month following the date of a correct invoice. Payment Terms will be adjusted, if
necessary, to ensure that the Payment Terms match the payment terms set forth in the Novus Supply Agreement. During the Novus Transition Period, payments shall be processed in accordance with
Attachment D.

Article 8Products

For the purpose of this Agreement, the term "Product" or "Products" shall include various power amplifiers that are included in Attachment A, and any additional
products that the parties may in the future agree that Supplier shall provide to Company in accordance with the terms and conditions of this Agreement. Products listed in Attachment A are categorized
as follows:



Products
shall be identified by Company's part number ("Comcode") and manufactured in accordance with the current Product Specifications which shall be identified and incorporated into
the

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respective Orders. Standard Order intervals will be established by mutual agreement after the Novus Transition Period.

Article 9Services

Unless otherwise agreed to between the parties in writing, for the purposes of this Agreement, the term "Service" or "Services" may include but shall not be
limited to: out-of-Warranty repair, prototyping, distribution or other services as Company may request and Supplier may provide, from time to time that may be described in more
detail in various statements of work or Orders. Unless otherwise agreed to in writing between the parties, Supplier shall perform all Services in accordance with the terms and conditions set forth in
this Agreement. Service fees shall be charged at a mutually agreed upon price.

Company
may contract with Supplier, on mutually agreeable terms and conditions, to provide current engineering and Repair Service and Return (RS&R) support Services for mature and/or
end-of-life Products that may not be manufactured by Supplier.

Article 10Specifications or Drawings

Specifications (referred to herein as "Specifications") covering the Products described in Attachment A, are made a part of this Agreement and incorporated in
this Agreement by reference. A list of current Product Specifications, is included in Attachment B. Company represents that it is providing to Supplier all Specifications reasonably necessary and in
sufficient detail for Supplier to fulfill its obligations under this Agreement with respect to Products described on Attachment A. The Specifications may change to correct inaccuracies in the
Specifications as initially delivered and required changes shall be by mutual agreement of Company and Supplier. Orders with Specification changes shall only be presented in accordance with the
provisions for Product Changes set forth in this Agreement, or as otherwise agreed upon in writing between Company and Supplier.

Supplier
agrees to provide to Company the technical or commercial specifications that define the Product's functional performance as developed by Supplier upon Company's request.

Article 11Exclusivity

Company and Supplier will enjoy a six-month exclusive buyer-supplier relationship for the [            ](1)amplifier known as [            ](1).
This period will begin upon the first commercial shipment to Lucent or January 1, 2002, whichever
is sooner. During the exclusivity period, Supplier will not ship the[            ](1), in volume, to customers other than
Ordering Companies. Supplier retains the right to market the[            ](1), conduct trials with potential customers,
negotiate supply agreements, and perform any other commercial activities other than shipping in volume to non-Ordering Companies as described above. If an extraordinary opportunity arises
for Supplier to sell the[            ](1)to another customer during the exclusivity period, Supplier shall seek a waiver of
the exclusivity requirement from Company and Company shall grant such waiver subject to reasonable conditions to be mutually determined. Exclusivity does not restrict Supplier's right to design and
develop other amplifiers for the[            ](1)or [            ](1)markets, provided the form factor of such product differs from the [            ](1)form factor by greater than 20% in at least one physical dimension. No exclusivity is granted to Company
for the supply of any Products other than the[            ](1).

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Article 12Special Pricing

The[            ](1)prices have been heavily discounted to support Company's
initial
introduction of[            ](1)base station products. This special pricing shall apply only up to the volumes defined in
the initial Company forecast as shown below and subject to the volume considerations shown in Attachment A. Prices for quantities above these volumes are defined in Attachment A. If Company has
ordered the[            ](1)for delivery in a fiscal year and Supplier cannot deliver completely against that order in that
fiscal year, the fiscal year's special price will be preserved for the balance of the order up to the maximum volume discount.

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|Maximum [            ](1)Quantity Purchase for Special Pricing |  | FY2001 |      | FY2002 |      | FY2003 |      | FY2004 |     
|-------------------------------------------------------------- |  | ------ | ---- | ------ | ---- | ------ | ---- | ------ | ----
|                                                               |  | [      | ](1) | [      | ](1) | [      | ](1) | [      | ](1)

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Article 13Sales And Marketing Of Products

During the term of this Agreement, Company shall be Supplier's preferred distribution channel to all current and future service provider customers utilizing
Company's wireless base station equipment. During the term of this Agreement, Supplier will not sell Product, without Company's reasonable approval, directly to wireless service providers for use with
Company base stations and will direct inquiries for Product from service provider customers to the appropriate Company associate. This requirement is intended to allow Company to manage the sale of
spares and individual amplifiers to its service provider customers and shall only apply to the Products currently listed in Attachment A. To the extent requested by Supplier, Company agrees to use
Supplier to supply customers identified by Supplier to Company as inquiring about Products or services for the Products.

Article 14Manufacturing Sourcing Requirements

Supplier commits that it shall utilize, during the term of and subject to the provisions of this Agreement, the Novus EMS as Supplier's manufacturing source
location for a percentage of Supplier's manufacturing requirements for Products that are sold to Company. The exact percentage requirement shall be identical to the requirements percentage defined in
the Novus Supply Agreement between Lucent and the Novus EMS, unless otherwise agreed to by Company and Supplier. It is expressly understood and agreed that if Novus EMS is in breach of the Novus
Supply Agreement (after due notice and opportunity to cure), then Supplier shall have the right to use another manufacturer to meet its obligations under this Agreement (as more fully set forth in the
SUSPENSION OF AGREEMENT BY SUPPLIER clause) and that nothing herein shall prohibit Supplier from having recourse against Novus EMS for damages incurred by Supplier.

Company
acknowledges that the terms of this Agreement contain certain assumptions regarding the terms and conditions of the Novus Supply Agreement. In exchange for Supplier's commitment
to utilize Novus EMS as Supplier's manufacturing supply source (as set forth in the preceding paragraph), Company agrees to indemnify and hold harmless Supplier from any adverse effect directly caused
by any terms and conditions in the final Novus Supply Agreement that are inconsistent with the assumptions used to develop the terms and conditions of this Agreement. Company and Supplier will
mutually agree to various remedies to keep Supplier whole, including, but not limited to, adjustments to product prices, repair prices, service fees, product lead times, repair intervals, volume
commitments and cure periods. In addition, Company and Supplier acknowledge and agree that modifications, which shall be mutually agreed upon, to the terms and conditions of this Agreement may be
required as a result of the final terms and conditions of the Novus Supply Agreement.

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Further,
Company and Supplier agree that when Novus EMS and Supplier have reached the point where they can enter into a direct supplier/customer relationship, independent of Company, the
Company will either assign the Novus Supply Agreement to Supplier or Supplier and Novus EMS will replicate the Novus Supply Agreement; i.e. Supplier will receive the same supply agreement that Company
had with Novus EMS, except that the Supplier's name will be put throughout the agreement replacing Company.

Article 15Contingencies/Dependencies on the Novus Supply Agreement

The Parties agree that mutually agreed upon reasonable modifications to the terms and conditions of the Agreement will be required as a result of the final terms
and conditions of the Novus Supply Agreement once replicated or assigned (with respect to obligations associated with the Products) to Supplier.

The
following illustrate known contingencies or dependencies that will exist between this Agreement and the Novus Supply Agreement. The Parties recognize that other contingencies or
dependencies may exist or arise as a result of the Novus negotiations and will be added to this list:



Article 16Ordering Companies

Company or any affiliated corporation, partnership, or venture, both U.S. and foreign (collectively, the "Affiliates"), as may be designated in writing by
Company, may order under this Agreement provided it is creditworthy in the reasonable opinion of Supplier. An affiliated corporation, partnership, or venture is an entity, a majority of whose voting
stock or ownership interest is owned directly or indirectly by Company. Any contract or order issued under this Agreement will be a contractual relationship between the Ordering Company and the
Supplier and Supplier shall look only to the Ordering Company for performance of the Ordering Company's obligations under such contract or order.

Company
reserves the right to enable certain designated Company subcontractors or suppliers, which are not in the business of manufacturing the Products or equipment similar to the
Products, the opportunity to purchase Products at the prices set forth in this Agreement, subject to Supplier's approval which approval shall not be unreasonably withheld. As a result, Company may
authorize in writing to Supplier and Supplier agrees in writing to sell and/or ship Products to such approved Company subcontractors or suppliers. Any purchase order issued by a Company subcontractor
or supplier will be a contractual relationship between Supplier and such subcontractor or supplier, and Supplier shall look only to such subcontractor or supplier for performance of its respective
obligations under such purchase order unless otherwise agreed in writing between Company and Supplier. Any purchase by Company's Affiliates, subcontractors or suppliers, if and when fully paid, shall
be included

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in Company's purchase volumes for the purpose of meeting Company's Purchase Commitment under this Agreement.

Article 17Pricing

A.    Pricing During the Novus Transition Period

The Parties recognize that during the Novus Transition Period actual manufacturing costs may be unclear. The parties agree to develop mutually agreeable prices
that shall apply during the Novus Transition Period. Said prices shall be based on cost assumptions to be set as close to actual costs as reasonably possible plus a mutually agreed upon Supplier
mark-up that will be set to provide an overall Supplier gross margin of no less than[            ](2)percent on
Products.

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B.    Methodology for Establishing Initial Prices Beyond the Novus Transition Period

The initial prices as set forth in Attachment A (the "Initial Prices") are based on certain assumptions that may change as a result of the final negotiations of
the Novus Supply Agreement. The Parties agree that actual costs from the Novus EMS may be different than the assumptions shown in the chart below and the Parties agree that prices will be adjusted, as
appropriate, to fully reflect any differences between assumed and actual costs.

The
Novus EMS Mark-up assumption is based on the "Lucent Technologies Per Unit Pricing Formula" version 2.0 as included in the Novus Supply Agreement. It is assumed this
pricing formula will be used to derive the prices the Novus EMS will charge to Supplier for the Products manufactured.

The
Initial Prices were derived based on the following Cost of Goods Sold (COGS) assumptions, where



|Product          |  | Initial MOC Assumption |   | EMS Markup
(% of MOC) |  
|---------------- |  | ---------------------- | - | --------------------- | -
|850 ULAM (P2)    |  | $                      | [ | ](3)                  | [
|1900 ULAM (P2)   |  | $                      | [ | ](3)                  | [
|1900 ULAM (P3)   |  | $                      | [ | ](3)                  | [
|CLAM (v1)        |  | $                      | [ | ](3)                  | [
|PLAM (v1)        |  | $                      | [ | ](3)                  | [
|ILAM (v1)        |  | $                      | [ | ](3)                  | [
|PCS DBS (44WA39) |  | $                      | [ | ](3)                  | [
|850 DBS (ECJ2B)  |  | $                      | [ | ](3)                  | [

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C.    Revisions to Initial Prices

The Parties understand and agree that the Initial Prices are based on the COGS assumptions shown above. After the execution of the Novus Supply Agreement, the
COGS assumptions will be replaced with the actual COGS from the Novus EMS to Supplier; but it is understood and agreed that the Supplier's Markup shall be preserved such that Supplier's overall gross
margin remains at or above[            ](3)percent.

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Any
cost impact resulting from modifications to the pricing model, or to any of the individual cost factors that feed the model, will result in revisions to the Initial Prices calculated
as follows and will result in an amendment to Attachment A with revised Initial Prices ("Revised Initial Prices").:



D.    Volume Based Prices

Discounted prices for volume purchases are shown in Attachment A and shall apply to each individual purchase order placed by Company. Should actual shipments fail
to meet the ordered quantity required
to qualify for the discounted price or exceed the quantity required to receive a greater discount, a true-up process will be conducted at the end of each fiscal year.

Article 18Price Adjustments

Due to Lucent's Manufacturing Sourcing Requirement that Supplier utilize the Novus EMS for the manufacture of Products, the Parties agree that any changes in the
prices charged by Novus EMS to Supplier as a result of a change in the below cost elements will be passed on to Company in the form of price adjustments so that Supplier's overall gross margin is not
affected by Novus EMS's price changes. If requested by Company, Supplier will substantiate changes in prices with proof reasonably satisfactory to Company. Changes in the cost elements listed below
are limited to changes driven by the Novus EMS and do not include changes driven by Supplier such as cost changes resulting from the correction of design defects or design improvements that alter
material or labor costs. The foregoing does not apply to Product manufactured by other than the Company or the Novus EMS.

It
is assumed that the price charged by the Novus EMS to Supplier is derived using the "Lucent Technologies Per Unit Pricing Formula" version 2.0, and Price Adjustments will be
calculated as follows:



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The
Novus Supply Agreement, revision 7.0, provides for price adjustments by the Novus EMS to occur quarterly. To maintain alignment of the Novus EMS costs and Supplier prices, Supplier
and Company will conduct quarterly reviews of the Novus EMS price calculations and implement adjusted prices per the definitions set forth above. The adjusted prices will take effect on the same date
as the changes in Novus EMS costs. If a situation occurs such that Product is shipped prior to implementation of the adjusted prices, a true-up process will be conducted at the end of the
quarter. Should a need arise to adjust prices between quarterly reviews, the Parties agree to review requested adjustments and mutually agree on the appropriate adjustments and implementation
schedule.

Article 19Cost Reductions

Supplier's price reduction commitments per the schedule shown in Attachment A are based on purchase volumes, component cost trends, and aggressive redesign
efforts. The parties recognize that the introduction of lower priced versions of the Products may require qualification or other testing prior to implementation and Company commits to completing the
required testing and product approvals with sufficient lead time to meet the scheduled availability dates shown in Attachment A. Company shall be responsible for the costs of all Company required
testing performed by Company unless otherwise agreed by Supplier.

Article 20Continuing Availability

Supplier shall offer for sale to Company, during the Term of this Agreement, and for at least one (1) year after the expiration of this Agreement, Product
conforming to the Specifications set forth in this Agreement. For Pre-General Availability Products, Supplier further shall offer for sale to Company, during the term of this Agreement and
(subject to reasonable availability from Novus EMS or another manufacturer reasonably satisfactory to Company and Supplier) until seven (7) years after the expiration of this Agreement,
maintenance, replacement, and repair parts ("Parts") which are functionally equivalent in form and fit for the Product covered by this Agreement. For General Availability Products, Parts shall be
offered for sale (subject to reasonable availability from Novus EMS or another manufacturer reasonably satisfactory to Company and Supplier) until five years after the expiration of this Agreement or
five years after a Product is discontinued by Supplier, whichever come first. The price for the Product and Parts shall be the price set forth in Supplier's then current agreement with Company for
said Product or Parts. If no such agreement exists, the price for said Product or Parts shall be set by Supplier, which price shall be a reasonably competitive price for said Product or Parts at the
time for delivery. The Product and Parts shall be warranted as set forth in the WARRANTY section of this Agreement. If Supplier is unable to continue to supply Product pursuant

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to the terms of this Agreement, or discontinues manufacture of Product during the term of this Agreement, Company shall be entitled to one year's advance notice (except where a court or other
governmental authority shall enjoin or prohibit Supplier from manufacturing Product).

In
the event Supplier fails to supply such Product or Parts or Supplier is unable to obtain another source of supply for Company within ninety days of Company's written request, then
Company shall be free to identify and designate a manufacturer for such Product or Parts, subject to Supplier's consent (such consent not to be unreasonably withheld), and Supplier shall work
collaboratively with such designated manufacturer, including providing the designated manufacturer (without obligation of or charge to Company) with the technical information or any other rights
required so that the designated manufacturer can manufacture such Product or Parts, with Supplier, Company and the designated manufacturer agreeing to reasonable pricing, markups, and confidentiality
conditions.

The
technical information includes all technical information reasonably needed by the designated manufacturer to manufacture the Product and Parts.

Article 21Product Changes

The prices and availability dates set forth in Attachment A assume the design requirements for all products covered by the Agreement are final prior to the start
of the Term. Subsequent changes to design requirements may result in changes to product prices and/or delivery schedules. Changes to design requirements and corresponding price/delivery changes shall
be mutually agreed upon by the Parties in writing and shall follow the general guidelines of notification six months prior to product availability.

In
accordance with the notification procedures specified in the clause NOTICES,Supplier shall provide Company with at least thirty
(30) days prior written notice of any change proposed to be made by Supplier to the Specification of the Product furnished under this Agreement that would have impact upon:
(i) reliability, (ii) requirements of the Specification, or (iii) form, fit, or function (as defined below). In cases where an unsatisfactory condition exists and immediate action
is required, the thirty-day notification period shall be waived and Supplier shall provide verbal notification followed by written confirmation.



Company
shall notify Supplier of Company's approval or disapproval of the proposed changes within thirty (30) days after receiving Supplier's written notice. Company shall not
unreasonably withhold its approval of proposed changes. If Company agrees to Supplier's proposed changes, all Product affected by the changes and shipped after the effective date of the changes shall
conform to the changes, unless otherwise agreed to by the parties.

If
Company, in its reasonable discretion does not agree to the changes proposed by Supplier, and Supplier states that Supplier cannot continue without such changes, then in addition to
all other rights and remedies at law or equity or otherwise, and without any cost to or liability of Company, Company shall have the right to terminate any or all Orders for Product that Supplier
cannot fill without such changes.

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Article 22Delivery / Flexible Delivery Arrangements / Late Delivery

Company intends to monitor Supplier's delivery performance. For the purposes of evaluating Supplier's on-time delivery performance, it is understood
that delivery time is based on the time the Order is accepted by Supplier until the time Product is delivered to Company's designated location in accordance with the shipment terms of the Order (or
such other terms as Supplier and Company may agree to after placement of the Order). Company's delivery requirement is that Supplier maintains a 100% on-time delivery performance based
upon Company's requested delivery date as stated in the Order placed by Company and accepted by Supplier pursuant to this Agreement. Product may be delivered up to three (3) business days early
and zero (0) days late. Supplier shall not be considered to have failed to deliver on time in cases where the delivery delay is caused by the Novus EMS, errors by Company in its delivery
instructions, or by events identified in the clause FORCE MAJEURE. The requirements of this clause shall take effect upon completion of the Novus Transition Period.

Company
may give written notice to Supplier requesting that Supplier implement certain forms of "Flexible Delivery Arrangements", including, but not limited to, Consignment,
Dock-To-Shop, Build-To-Order, and/or Merge-in-Transit for designated Material. Such notice shall specify the particular Ordering
Company and/or facility location(s), Material, and the requested implementation date, and the particular delivery arrangement. Once so notified, Company and Supplier agree to work together to
implement such delivery arrangements as soon as reasonably possible upon mutually agreeable terms, including any appropriate price adjustments required to reflect increases in Supplier inventory and
handling costs.

If
Supplier fails to deliver conforming Product within the time frame agreed to between the parties in this Agreement or an Order placed pursuant to this Agreement, Company shall have
the right to: (a) cancel the portion of such Order not delivered on time; or (b) extend such delivery time frame to a later date, subject, however, to the right to cancel as in
(a) preceding if delivery is not made or performance is not completed on or before such extended delivery date. Further, if Supplier is not in
compliance with the terms of the MANUFACTURING RIGHTS clause, then Company can exercise its rights thereunder. If Supplier is unable to meet the acknowledged delivery date(s) set forth in an Order
using the method of transportation set forth in the Order, Supplier shall be responsible for paying all premium transportation costs necessary to deliver the Product to Company by the acknowledged
delivery date(s) indicated in the Order.

Supplier
agrees to promptly notify the Company's buyer, as identified on the Order, of any foreseeable condition that will affect Supplier's ability to meet the acknowledged shipment
date and Company's expected delivery date. Supplier's compliance with the foregoing will not relieve Supplier of the delivery performance requirements or other conditions set forth in this clause.

Article 23Performance Metrics

In addition to all other service and quality criteria referenced in this Agreement, Company's Supply Chain Networks organization (SCN) may have formal service and
quality evaluation programs which SCN may use to evaluate or rate Supplier's performance ("Performance Metrics"). SCN shall have the option of negotiating with Supplier reasonable specific service and
quality goals upon completion of the Novus Transition Period. SCN will provide Supplier with performance feedback and Supplier will provide SCN with action plans for achieving such specific service
and quality goals. SCN may make recommendations and/or requests for corrective action under such Supplier Performance Rating Program and Supplier agrees to work constructively with SCN to achieve
these mutually agreed upon goals and objectives. These programs will be conducted by SCN as set forth in the clause PERFORMANCE REVIEW PROCESS.

In
the event Company or SCN reasonably asserts that Supplier, through no fault of Company or Novus EMS, has failed to meet any of the minimum standards set forth in the Performance
Metrics (to

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be mutually defined and agreed upon), Company may give notice to Supplier of performance failure specifying the specific standards that Supplier is alleged not to have met. After receipt of such
notice, Supplier shall respond to Company within ten (10) business days with a Corrective Action Plan to correct such asserted performance failure. If the Corrective Action Plan fails to cure
the asserted performance failure for such Product within ninety (90) days or other time period mutually agreed to by the parties, this shall be deemed a default under the DEFAULT clause, and in
addition to its other remedies, Company may purchase the involved Product from a source other than Supplier by invoking all of its rights under this Agreement, including, but not limited to, its
rights under the MANUFACTURING RIGHTS clause. In the event of a dispute over Supplier's failure to meet the minimum standards or reasonableness or responsiveness of the Corrective Action Plan, the
parties shall attempt to resolve such dispute through the process set forth in the clause DISPUTE RESOLUTION.

Article 24Stranded Inventory

In the event of a



for
any Product under the Agreement, the affected material (finished goods, work in progress, and raw material) will be considered "Stranded Inventory". Upon receipt of notice from Company of an event
as defined in i, ii, or iii above, Supplier will immediately cease procurement of inventory for Product and notify Company of the existence of Stranded Inventory as soon as reasonably possible. Within
fifteen (15) business days of Supplier's notice to Company, Company will confirm whether or not Product is indeed Stranded Inventory based on the above definition.

To
the extent commercially reasonable for the type of Stranded Inventory in question, Supplier will take the following steps to mitigate such Stranded Inventory once it has been notified
by Company that it considers such Product to be Stranded Inventory:



Such
mitigation efforts by Supplier will continue for a period of fifteen (15) business days, or longer if mutually agreed to by both parties, from the end of the fifteen
(15) day period as set forth above. Following such mitigation period, Supplier will provide Company with documentation regarding mitigation efforts, and Company will provide Supplier with
payment or purchase orders for the remaining Stranded Inventory.

Company's
liability for the Stranded Inventory to Supplier shall be limited to the unit price set forth in the purchase order for:



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Charges
for termination shall not exceed the remaining value of the Order.

No
such charges will be payable if within sixty (60) days after notice of termination or rescheduling, the Product being terminated or rescheduled is ordered by Company.

Article 25Electronic Commerce

Supplier and Company agree that they will work diligently to implement and utilize electronic means to issue Orders, Order acknowledgments, Order changes,
invoices, electronic funds transfer, ship notices, transmit Leading Edge Procurement information, electronic mail or such other communications as may be agreed upon by Supplier and Company for the
transmission and receiving of information under this Agreement ("Electronic Commerce"). However, Supplier may not refuse to accept any Ordering Company's Order that is not entered via Electronic
Commerce.

Article 26Quality

Product shall meet the quality requirements as set forth in the Product Specifications and mutually agreed by Company and Supplier. Quality Metrics will be
defined in accordance with PERFORMANCE METRICS. If Company rejects any or all Product for failing to meet the Specifications, Company may have rejected Product replaced by Supplier. This clause shall
take effect upon completion of the Novus Transition Period.

Supplier
agrees to maintain and render quality, reliability, and yield data of the type and frequency specified by Company and mutually agreed upon by Supplier to assure proper control
of Product quality and reliability, solely to the extent such data is available from the Novus EMS. This data may include such items as in-process yields, quality control, and quality
assurance records. Supplier shall furnish and render additional reports as may be reasonably requested by Company and solely to the extent such data is available from the Novus EMS, including but not
limited to the following reliability information byComcode:



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If
a report requested by Company causes Supplier to incur unreasonable preparation costs, Supplier shall notify Company of such costs and request reimbursement of such costs. If Company
refuses to reimburse such costs, Supplier may choose not to prepare the requested report.

Non
Conforming Product Corrective Action Procedure: Supplier and Company will work together to define a procedure for resolving non-conformities detected at the Company's
Systems Integration Center that includes the following:



Article 27Epidemic Condition

Notwithstanding any other provision of this Agreement, if during the Term of this Agreement and for seven (7) years after the last shipment date of Product
under this Agreement, Company notifies Supplier that Product shows evidence of an "Epidemic Condition," Supplier shall prepare and propose a Corrective Action Plan ("CAP") with respect to such Product
within five (5) working days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time frame is permissible
upon mutual written agreement of the parties. Epidemic Condition shall not include any defects, design flaws, failures modes, or other such causes of Epidemic Conditions that were in existence prior
to the transfer of Products from Company to Supplier, nor shall it include Products manufactured by Company or the Novus EMS during the Novus Transition Period

Upon
notification of the Epidemic Condition to Supplier, Company shall have the right to postpone all or part of the shipments of unshipped Product, by giving written notice of such
postponement to Supplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier of its shipment liability and Company of its shipment acceptance liability.
Should Supplier not agree to the existence of an Epidemic Condition or should Company not agree to the CAP (such agreement not to be unreasonably withheld), then Company shall have the right to
suspend all or part
of its unshipped Orders of the Product without liability to Company until such time as a mutually acceptable solution is reached or verification that an Epidemic Condition does not exist.



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Only
major form/fit/functional and visual/mechanical/appearance defects are considered for determining Epidemic Condition. Product may be either sampled or, at Company's option, 100%
audited at Company's or Supplier's warehouses, factories, or Company's customers' locations. If Product is sampled, the data must have eighty percent (80%) or better statistical confidence.

An
Epidemic Condition shall not include isolated or random defects, flaws and/or failures, or failures due to Company or customer misapplication, unauthorized repairs, utilization of
parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies.

In
the event that an Epidemic Condition shall occur, the parties shall agree to cooperate with each other in the investigation of the root cause of the failure. Supplier shall:



If
Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may
develop and implement such remedy and, in such case, implementation costs and risk of in-transit loss shall be borne by Supplier (except for Product with flaws or errors in design by
Company).

Notwithstanding
the foregoing, in no event shall Supplier be liable for repairs, redesign costs, risk of loss, in-transit damage, or any other claim for any Epidemic
Condition resulting from errors or flaws in Product design by Company, or from errors in a Company Product Specification, or from improper performance of equipment not supplied by Supplier. If
Supplier takes corrective action and it is later determined that the Material is not the cause of the Epidemic Condition, then Company shall reimburse Supplier for any costs previously paid by
Supplier to remedy the Epidemic Condition.

Article 28Warranty

Supplier warrants to Company and its customers that Product furnished will be new, merchantable, free from defects in design, material and workmanship and will
conform to and perform in accordance with the Specifications or as the Products have heretofore performed, as applicable. These warranties extend to the future performance of the Product and shall
continue for a period of twenty-seven (27) months from date of delivery to Company pursuant to the DELIVERY TERMS/TRANSFER OF TITLE AND RISK OF LOSS section. These Warranties shall not extend
to or be provided on Product manufactured by Company prior to the date of this Agreement or hereafter until the end of the Novus Transition Period.

Supplier
also warrants to Company that services will be performed in a commercially reasonable and workmanlike manner. If Product furnished contains manufacturers' warranties, Supplier
hereby

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assigns such warranties to Company to the extent assignable. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE.

All
warranties shall survive inspection, acceptance and payment. Product returned within the warranty period will be, at Company's option, repaired or replaced (with a new or refurbished
Product, at Supplier's option) by Supplier at no charge. Outbound transportation charges and risk of loss and
damage in transit for warranted material will be borne by Supplier. Inbound transportation charges and risk of loss and damage will be borne by Company.

Warranties
for repaired Product will be the greater of ninety (90) days or the remainder of the warranty period. If repairs are performed by Company or by a third party, either of
which is not authorized by Supplier, then such repairs shall void the warranty on the Product and Supplier shall have no obligation to an Epidemic Condition later discovered relating to such repaired
Product.

Company
shall retain warranty responsibility for the General Availability Products manufactured by Company that are currently in the field, in inventory or in production prior to the
Effective Date of the Agreement.

For
Product produced after the Effective Date of this Agreement until the closing of the sale of Company's Columbus manufacturing facility to the Novus EMS, Supplier will obtain a
manufacturer's warranty for the Product from Company and such warranty shall be assigned by Supplier to Company as end purchaser without additional representations or warranties.

For
Product produced between the closing of the sale of Company's Columbus manufacturing facility to the Novus EMS and the end of the Novus Transition Period, any manufacturer's warranty
for the Product assigned to Supplier shall be thereafter assigned by Supplier to Company as end purchaser without additional representations or warranties.

Article 29Repairs Not Covered Under Warranty

In addition to Supplier's repair and replacement obligations set forth in the WARRANTY clause, Supplier further agrees to provide repair and replacement services
for Product after the end of the Novus Transition Period for the remainder of the Term of this Agreement and for an additional six (6) years after the expiration of this Agreement. Pricing for
the repair and replacement services shall be established by mutual agreement under a separate services agreement.

Company
may contract Supplier on mutually agreed terms for repair and replacement services for Company-manufactured amplifiers that currently reside in the field, in inventory, or in
production prior to the Effective Date of this Agreement.

Unless
otherwise mutually agreed upon, Supplier shall ship the repaired Product, or a replacement therefore, which meets the Specifications set forth in this Agreement or Order placed
pursuant to this Agreement, to the appropriate location as shown on the Company repair Order within thirty (30) days
of receipt of the returned Product or other interval as dictated by the Novus Supply Agreement. With the concurrence and scheduling of Company, Supplier may elect to perform repairs on site.

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If Product is returned to Supplier for repair as provided for in this clause and Supplier determines that the Product is beyond repair, Supplier shall notify Company. Upon Company's
request, Supplier shall sell to Company replacement Product at the then current contract price, or if no such contract price exists, at a price set by Supplier which price shall be a reasonably
competitive price for said Product at the time for delivery. Replacement and repaired Product shall be warranted as set forth in the WARRANTY clause.

Company
shall assume the risk of loss and damage in transit and transportation costs for both inbound and outbound transportation.

If
Company returns Product to Supplier for repair after the expiration of the warranty period and Supplier tests such Product upon its return to Supplier and finds that the Product
conforms to the Specifications in this Agreement, then the Company shall pay a no fault found fee of $150. Supplier will provide reasonable back up or test results to support its finding of no fault
upon request by the Company.

Article 30Repair Procedures

Per the clause CONTINGENCIES/DEPENDENCIES ON THE NOVUS SUPPLY AGREEMENT, Repair Procedures will be defined by Supplier with the Novus EMS. When such Repair
Procedures are finalized and mutually agreed upon in writing by the Parties under a separate services agreement, this Agreement shall be deemed to be amended to incorporate the procedures. During the
Novus Transition Period, Company shall be responsible for all warranty and out-of-warranty repairs and all associated costs thereof.

It
is expressly understood and agreed to by Supplier that this Agreement does not grant Supplier an exclusive privilege or right to repair or replace any or all of the Product purchased
under this Agreement. Company is afforded the right and is entitled to perform the repairs or Company may elect to contract with other third parties for the required repair or replacement services. If
repairs are performed by Company or by a third party, either of which is not authorized by Supplier, then such repairs shall void the warranty on the Product.

Article 31Executive Reviews

Supplier will conduct Semi-annual Executive Reviews with Senior Executives from each company (CEO of Supplier, Company's SCN Executive VP equivalent
or higher, and Company's WNG COO equivalent or higher). Meetings will include a review of Supplier's delivery performance; product quality; new product introductions; price; market, industry, and
technology trends; and any other issues deemed appropriate by the parties. The discussion on price will include a review of comparable industry prices (price per watt) and Company's price objectives.
If actual prices charged to Company exceed the price commitments shown in Attachment A because of items other than cost pass-throughs from the Novus EMS (See Price Adjustment), the parties
will work together to identify the root causes and develop a corrective action plan. These reviews are intended to ensure open communications between the parties and continued development of the
parties' strategic relationship.

Article 32Performance Review Process

Company and Supplier will participate in Performance Reviews on a quarterly basis, or as frequently as reasonably needed/requested by either Supplier or Company,
for the purpose of reviewing the following information:



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The
specific details (meeting dates and places, planning horizons, data requirements, etc.) for these quarterly management review meetings will be agreed to between the respective
parties.

Each
party shall be entirely responsible for its own costs associated with participating in the performance review process.

Article 33Notices

Any notice or demand which under the terms of this Agreement, Order or under any statute must or may be given or made by Supplier or Company shall be in writing
and shall be given or made by confirmed facsimile, or similar communication or by certified or registered mail addressed to the respective parties as follows:

Company

SupplierLucent Technologies Inc.
Supply Chain Networks
5159 Settlement Drive
New Albany, OH 43054
Attn: Global Supplier Manager

FS Corp.
67 Whippany Road
Whippany, NJ 07981-0903
  
Attn: Lucent Program Manager


The
above addresses may be changed at any time by giving ten (10) days prior written notice as above provided. Notices shall be effective upon receipt.

Article 34Dispute Resolution

If an unresolved dispute arises out of, or relates to, this Agreement or Order placed pursuant to this Agreement or its breach, upon receipt of written notice
outlining such dispute or breach, the respective senior management representatives designated below shall be provided written notice requesting immediate resolution of such dispute. The length of time
to resolve such dispute shall be as defined in the written notice, but shall not be less than twenty (20) business days. The parties' initial senior management representatives are:

Company's Sr. Mgmt. Representative

Supplier's Sr. Mgmt. RepresentativeJoe Carson
Vice President Supply Chain Networks
200 Lucent Lane
Cary, NC 27511

Joe Lipowski
Chief Technology Officer
67 Whippany Road
Whippany, NJ 07981-0903


If
the designated senior management cannot resolve the dispute within five (5) business days, then within ten (10) business days of the initial notice of dispute either
party may elect, on written notice to

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the other party, to utilize a non-binding resolution procedure whereby each presents its case, in good faith and full detail, before a panel consisting of two senior executives of each of
the parties at a neutral site. If a party elects to use the procedure set forth in this clause, the other party shall participate in good faith. The hearing shall occur no more than ten
(10) business days after a party serves notice to use the procedure set forth in this clause. The panel shall make an immediate non-binding recommendation to resolve the dispute or
to advise that the dispute cannot be resolved. The parties shall each bear their respective costs incurred in connection with the procedure set forth in this clause, except that they shall share
equally cost of the facility for the hearing.

Section IIGENERAL TERMS

Article 35Acceptance of Purchase Order

Subject to receipt of the actual Order by Supplier, if notice of rejection of an Order is not received by Ordering Company within five (5) business days
from the date of the issuance thereof, such Order shall be deemed to have been accepted by Supplier. As per the ORDERING PROCESS clause set forth below, Company and Supplier agree that blanket
purchase orders establish specifications for Products and weekly forecasts assist Supplier in planning manufacturing needs. Ship orders or releases against the blanket purchase orders are the
controlling documents to be relied upon by Company and Supplier with respect to actual orders.

Article 36Assignment

Neither party shall assign this Agreement, except for moneys due, without the prior written consent of the other party, which consent shall not be unreasonably
withheld. However, either party shall have the right to assign to a present or future affiliate, subsidiary, successor, or purchaser of all or substantially all of the assets of the assigning party,
or with respect to Company, all or substantially all of the assets of its wireless business, without consent. In the event of divestiture of any part of Company, the divested portion shall have the
right to acquire Products and Services under this Agreement as an Ordering Company and subject to the approval process of an Ordering Company. The monies received from such divested portion for
Products shall apply against the Purchase Commitment as set forth in PURCHASE COMMITMENTS clause.

Article 37Audit

Supplier shall maintain accurate and complete records including, but not limited to, a physical inventory, if applicable, of all: (i) costs incurred under
this Agreement which may affect: a) verification, re-determination, or revision of prices under this Agreement; b) termination charges payable by Company under this
Agreement; c) all costs incurred for tooling under this Agreement; d) quality conformance efforts; e) conformance or compliance efforts with approved manufacturing processes and
adherence to Company's specifications; f) inventory used to manufacture Product; g) conformance with engineering specifications; h) volumes purchased and purchase prices for all
raw materials procured in the performance of this Agreement; and (i) at Company's option, for environmental audit purposes, all applicable records and access to facilities impacting the life
cycle of any Product manufactured under this Agreement.

These
records shall be maintained in accordance with recognized commercial accounting practices so they may be readily reviewed and shall be held until costs and conformance to terms of
this Agreement have been finally determined and payment or final adjustment of payment or the necessary corrective action has been taken.

Supplier
shall permit Company, or at Company's option, Company's representative to examine and audit the records described above and all supporting records at all reasonable times upon
prior written request from Company to the extent such records and supporting records relate to this Agreement,

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Orders for Products and Services, Services rendered under this Agreement, and Products delivered, returned or repaired under this Agreement. Audits shall be made not later than two
(2) calendar year(s) after the (a) final delivery date of Product ordered or completion of Services rendered or two (2) calendar year(s) after expiration date of this Agreement,
whichever comes later.

Article 38Bankruptcy/Insolvency Termination

Either party may terminate this Agreement by notice in writing:



If
a proceeding is commenced under any provision of the United States Bankruptcy Code, voluntary or involuntary, by or against either party, and this Agreement has not been terminated,
the non-debtor party may file a request with the bankruptcy court to have the court set a date within sixty (60) days after the commencement of the case, by which date the
debtor party will assume or reject this Agreement, and the debtor party shall cooperate and take whatever steps are necessary to assume or reject the Agreement by such date.

Article 39Choice Of Law

This Agreement and all transactions under it shall be governed by the laws of the State of New Jersey excluding its choice-of-laws rules
and excluding the Convention for the International Sale of Goods.

Article 40Default

Notwithstanding any other provision of this Agreement except for FORCE MAJEURE, including, but not limited to the clause DISPUTE RESOLUTION, in the event Supplier
shall be in material breach of any of the terms, conditions, or covenants of this Agreement or any purchase order (other than as a result of any action or failure to act by Company or the Novus EMS)
and such breach shall continue for a period of thirty (30) days after the receipt of written notice thereof by Supplier from Company, then in addition to all other rights and remedies which
Company may have at law or equity or otherwise, Company shall have the right to cancel this Agreement and/or any Orders placed by Company without any charge to or obligation or liability of Company.
Notwithstanding the foregoing, if the material breach is curable but not within thirty (30) days of receipt of notice and Supplier has commenced and is diligently pursuing cure of the material
breach, then Supplier shall have an additional thirty (30) days, or other period as mutually agreed, within which to cure the material breach before Company can exercise its right to cancel
this Agreement and/or any Orders placed by Company.

Notwithstanding
any other provision of this Agreement except for FORCE MAJEURE, including, but not limited to the clause DISPUTE RESOLUTION, in the event Company shall be in material
breach of any of the terms, conditions, or covenants of this Agreement or any purchase order (other than as a result of any action or failure to act by Supplier) and such breach shall continue for a
period of fifteen (15) days in the case of payment default or thirty (30) days for any other breach after the receipt of written notice thereof by Company from Supplier, then in addition
to all other rights and remedies which Supplier may have at law or equity or otherwise, Supplier shall have the right to refuse to fill any Orders placed by Company without any charge to or obligation
or liability of Supplier. Notwithstanding the foregoing, if the material breach (other than a payment breach) is curable but not within thirty (30) days of receipt of notice and Company has
commenced and is diligently pursuing cure

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of the material breach, then Company shall have an additional thirty (30) days within which to cure the material breach before Supplier can exercise its right to refuse to fill any Orders
placed by Company.

Article 41Delivery Terms / Transfer of Title and Risk of Loss

After the end of the Novus Transition Period, title and risk of loss and damage to Product purchased by Company shall transfer to Company when the Product has
been delivered by Supplier or Supplier's agent to i) Company's specified carrier at the delivery point, or ii) as otherwise agreed to in writing between the parties. When Supplier ships
Products to Company from one country to another, Company shall indicate its chosen INCOTERMS on its Orders to Supplier.

The
delivery point shall be "Supplier's factory of manufacture": freight charges "COLLECT", unless otherwise mutually agreed upon in writing.

During
the Novus Transition Period, title to Product shall transfer to Company as follows: (a) until the sale of the Columbus Ohio manufacturing facility to Novus EMS, title shall
transfer from Company as manufacturer to Supplier and then immediately be transferred to Company as Supplier's customer; and (b) after the sale of the Columbus Ohio manufacturing facility to
Novus EMS, title shall transfer from Novus EMS to Company, then from Company to Supplier, and immediately back from Supplier to Company as Supplier's customer. Risk of loss and damage to Product
during the Novus Transition Period shall be borne by Company or Novus EMS as they shall agree.

Article 42Export Control

Supplier shall not and Company shall not request Supplier to use, distribute, transfer or transmit any Products, software or technical information (even if
incorporated into other products) provided under this Agreement except in compliance with U.S. export laws and regulations (the "Export Laws").
Supplier shall not and Company shall not request Supplier to, directly or indirectly, export or re-export the following items to any country which is in the then current list of prohibited
countries specified in the applicable Export Laws: (a) software or technical data disclosed or provided to Supplier by Company or Company's subsidiaries or affiliates; or (b) the direct product
of such software or technical data. Supplier agrees to promptly inform Company in writing of any written authorization issued by the U.S. Department of Commerce office of export licensing to export or
re-export any such items referenced in (a) or (b). The obligations stated above in this clause will survive the expiration, cancellation or termination of this Agreement or any
other related agreement.

Article 43Force Majeure

Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by
fire, flood, strike, civil, governmental or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party or its
subcontractors.

Article 44Forecasting

Company will provide Supplier with weekly non-binding product and volume forecasts through the use of forecasting methods agreed to between the
parties. Any forecasts provided by Company to Supplier do not represent a commitment to purchase and are for planning purposes only.

Article 45Ordering Process

Upon completion of the Novus Transition Period, Company will begin placing orders directly with Supplier. Company will place individual orders for Product
indicating product by comcode and description, quantity, price, required delivery dates, relevant product specification and version, and any

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other relevant information. Alternatively, Company may place a blanket order for Product indicating comcode and description, quantity, price, relevant product specification and version, and any other
relevant information without specific delivery dates. Company will then issue an order to ship Product against the blanket order ("Ship Order") which will specify the quantity to be shipped and the
required delivery date. All individual orders and Ship Orders are subject to the applicable lead times to be defined in the Novus Supply Agreement.

Article 46Identification

Supplier shall not, without Company's prior written consent, make public use of any trade name, trademark, logo, or any other designation or drawing of Lucent
Technologies Inc. or its affiliates ("Identification") in any circumstances related to this Agreement, other than to affix such Identification to Products sold to Company and Affiliates.
Supplier shall remove or obliterate any Identification prior to any use or disposition of any material rejected or not purchased by Company. Supplier may affix its identification to identify itself as
a provider of Product to Company and Company agrees not to remove or obliterate Supplier's identification.

Article 47Indemnity

At Company's request, Supplier agrees to indemnify, defend and hold harmless Company, its affiliates, customers, employees, successors and assigns (all referred
to as "Company") from and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorney's fees) that arise out of or result from: (1) injuries or death to
persons or damage to property, including theft, in any way arising out of or caused by the work or services performed by, or material provided by Supplier or persons furnished by Supplier except to
the extent caused by the willful misconduct of Company or by Product manufactured by Company; (2) assertions under Workers' Compensation or similar acts made by persons who made Product for or
furnished services for Supplier; or (3) any willful failure of Supplier to perform its obligations then owing under this Agreement.

At
Supplier's request, Company agrees to indemnify, defend and hold harmless Supplier, its affiliates, customers, employees, successors and assigns (all referred to as "Supplier") from
and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorney's fees) that arise out of or result from: (1) injuries or death to persons or damage to
property, including theft, in any way arising out of or caused by Product manufactured by Company, or by Product manufactured in accordance with such Product's Specifications (until such time as
Specifications are modified by Supplier), or services rendered heretofore by Company with respect to Product; (2) assertions under Workers' Compensation or similar acts made by persons who made
Product for or furnished services for Company; or (3) any willful failure of Company to perform its obligations then owing under this Agreement.

Article 48Infringement

Supplier shall indemnify and save harmless Company, its affiliates and their customers, officers, directors, and employees (all referred to in this clause as
"Company") from and against losses, damages, liabilities, fines, penalties, and expenses (including reasonable attorneys' fees) that arise out of or result from any and all claims (1) of
infringement of any patent, copyright, trademark or trade secret right, or other intellectual property right, private right, or any other proprietary or personal interest, and (2) related by
circumstances to the existence of this Agreement or performance under it, except to the extent due to the fault of Company.

27

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Article 49Insurance

Supplier shall, prior to performance under this Agreement, provide certificates or proof of insurance which complies with Company's policy set forth at
http://scportal.lucent.com as may be modified from time to time by Company, if not otherwise set forth in an attachment to this Agreement. All such insurance must be primary and
non-contributory and required to respond and pay prior to any other insurance or self-insurance available. Any other coverage available to Company shall apply on an excess
basis. Supplier agrees that Supplier and anyone claiming under or in Supplier's behalf shall have no claim, right of action or right of subrogation against Company and its customers based on any loss
or liability insured against under the foregoing insurance. Company shall be notified in writing at least thirty (30) days prior to cancellation of or any change in the policy.

Article 50Invoicing And Shipping

Supplier shall follow Company's procedures for invoicing and shipping, as set forth at http://scportal.lucent.com, as may be modified from time to time by
Company, if not otherwise set forth herein or in an attachment to this Agreement. Company and Supplier agree to cooperate in the identification of invoice errors or issues and the corrections or other
needed resolutions to expedite the payment process.

Article 51Limitation Of Liability

Neither party shall be liable for any incidental, indirect, or consequential damages arising out of the breach of any provisions of this Agreement. Nothing in
this provision shall limit the express remedies available to Company or Supplier found elsewhere in this Agreement.

Article 52Manufacturing Rights

If during the term of this Agreement, Supplier (other than as a result of any act or failure to act by Company or the Novus EMS) ceases developing, manufacturing
or making Product; ceases doing business in the ordinary course; or files for bankruptcy (collectively the "Cessation Event"); Company shall have the option to provide written notice to Supplier
within forty-five days of the Cessation Event and if, by the end of ninety days from the Cessation Event (the "Cessation Deadline"), Supplier fails to supply the Product to Company, then
Supplier agrees to grant to Company an irrevocable, non-exclusive, royalty-free, and sub-licensable license under Supplier's technology and information, and all
intellectual property rights therein, necessary for a third party sublicensee to manufacture in a timely
manner Product for Company. Such technology and information shall include specifications, drawings, schematics, software in source code form, test programs, parts list, engineering notes, process
instructions, and any other information necessary to manufacture, test, and repair the Product (hereinafter referred to as "Technology"). Ownership of the Technology shall remain with the Supplier.
The manufacturing right does not provide any right to resell the Product to third parties for third party resale. If such a Cessation Event occurs, Supplier shall provide all reasonably required
information (which shall be kept confidential), together with reasonable assistance and cooperation, to enable Company, or Company's designated third party, to manufacture fully functional Product
within sixty days of the Cessation Deadline.

Supplier
also agrees to provide to Company all pertinent information with respect to any special tooling, test equipment or material that is uniquely required to have the requested
Product manufactured elsewhere.

This
clause shall not apply in the case of component shortages impacting Supplier's industry which disrupt Supplier's ability to supply the Product. If this clause is invoked by Company
and Supplier thereafter resumes the supply of the Product, the manufacturing right shall cease thirty days following

28

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the resumption of supply and Company and any third party manufacturer shall return all technical information and copies thereof.

Article 53Marking

All Product furnished under this Agreement shall be marked for identification purposes in accordance with the Product and packaging specifications as set forth by
the Ordering Company and as follows:



Upon
Company's written request, "Insignia", including certain trademarks, trade names, insignia, symbols, decorative designs or packaging designs of Company, or evidences of Company's
inspection will be properly affixed by Supplier to the Product furnished or its packaging. Such Insignia will not be affixed, used or otherwise displayed on the Product furnished or in connection
therewith without written approval by Company. The manner in which such Insignia will be affixed must comply with standards established by Company (such standards to be conveyed in writing by Company
to Supplier). Company shall retain all right, title and interest in any and all packaging designs, finished artwork and
separations furnished to Supplier. This clause does not reduce or modify Supplier's obligations under the clauses IDENTIFICATION and USE OF INFORMATION.

Article 54Non-Exclusive Market Rights

It is expressly understood and agreed that this Agreement neither grants to Supplier an exclusive right or privilege to sell to Company any or all Product of the
type described in this Agreement which Company may require. It is, therefore, understood that Company may contract with other manufacturers and suppliers for the procurement of comparable product. In
addition, Company shall, at its sole discretion, decide the extent to which Company will market advertise, promote, support or otherwise assist in further offerings of the Product.

Article 55Ozone Depleting Substances

Supplier hereby warrants that it is aware of international agreements and legislation in several nations, including the United States, which limits, bans and/or
taxes importation of any product containing, or produced using ozone depleting substances ("ODS"), including chloroflurocarbons, halons and certain chlorinated solvents. Supplier hereby warrants, for
all Product produced after the Novus Transition Period, that the Product furnished to Company will conform to all applicable requirements established pursuant to such agreements, legislation and
regulations, and the Product furnished to Company will be able to be imported and used lawfully (and without additional taxes associated with ODS not reported to Company by Supplier as set forth in
this section) under all such agreements, legislation and requirements. Supplier also warrants that it will request that Novus EMS and any other manufacturer that Supplier uses to reduce and will, in
an expeditious manner, eliminate, or, as applicable, have its manufacturing supplier eliminate the use of ODS in the manufacture of the Product.

If
the Product furnished by Supplier under this Agreement is manufactured outside the United States, Supplier shall, upon execution of this Agreement, and at any time that new products
are added to this Agreement or changes are made to the Product furnished under this Agreement, complete, sign and return to Company, in the form found in Attachment D of this Agreement, the ODS
Content Certification. The ODS Content Certification must be signed by Supplier's facility manager, corporate officer or his delegate.

29

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The
term "ODS content" on the ODS Content Certification means the total pounds of ODS used directly in the manufacture of each unit of Product. This includes all ODS used in the
manufacturing and assembly operations for the Product plus all ODS used by Supplier's suppliers and any other suppliers in producing components or other products incorporated into the Product sold to
Company.

Supplier
is responsible to obtain information on the ODS content of all components and other products acquired to manufacture the Product and to incorporate such information into the
total ODS content reported to Company; provided however, that Supplier should not include in the ODS content those components or other products which are manufactured in the United States. Supplier
hereby warrants to Company that all information furnished by Supplier on the ODS Content Certification is complete and accurate and that Company may rely on such information for any purpose, including
but not limited to providing reports to government agencies or otherwise complying with applicable laws. Supplier shall defend, indemnify and hold Company harmless of and from any claims, demands,
suits, judgments, liabilities, fines, penalties, costs and expenses (including additional ODS taxes as provided for in paragraph one of this clause and reasonable attorney's fees) which Company may
incur under any applicable federal, state, or local laws or international agreements, and any and all amendments thereto by reason of Company's use of reliance on the information furnished to Company
by Supplier on the ODS Content Certification or by reason of Supplier's breach of this clause. Supplier shall cooperate with Company in responding to any inquiry concerning the use of ODS to
manufacture the Product or components thereof and to execute without additional charge any documents reasonably required to certify the absence or quantity of ODS used to manufacture the Product or
components thereof.

Supplier's
obligations under Ozone Depleting Substances shall commence upon completion of the Novus Transition Period.

Article 56Ozone Depleting Substances Labeling

Supplier warrants and certifies that all Product, including packaging and packaging components, provided to Company under this Agreement after completion of the
Novus Transition Period have been accurately labeled, in accordance with the requirements of 40 CFR Part 82 entitled "Protection of Stratospheric Ozone, Subpart EThe Labeling of
Products Using Ozone Depleting Substances."

Article 57Packing, Labeling and Serialization

Unless otherwise specified in an Order, Products purchased, repaired, replaced or refurbished under this Agreement shall be packed by Supplier at no additional
charge in containers which meet the requirements of the current issue of "Packing Specification PKG 91NJ1045". Supplier shall at its sole expense place Company's specified bar code labels on all
shipping packages and containers for the Products shipped under this Agreement. Such bar code labels and the placement thereof shall meet the current issue of the "Shipping & Receiving Bar Code
Label Standard 801-001-105," and "Bar Code Shipping Label Profile Standard 801-001-007", as may be modified from time to time by Company, a copy of
which Supplier may obtain from Company's Supply Chain Portal. Company will notify Supplier of modifications to Company's bar code standards.

For
the purpose of tracking Warranty and repair availability on all Product provided by Supplier, Supplier shall conform to Company's Warranty Eligibility System ("WES") requirements
stated in Company Specification # wes-oem, as may be modified from time to time by Company, a copy of which Supplier may obtain from Company's Supply Chain Portal. Company will notify
Supplier of modifications to Company's WES requirements.

30

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Article 58Product Conformance Reviews

Products shall be considered conforming if they meet the Product Specifications set forth in this Agreement (including but not limited to the appearance,
performance and workmanship specifications). At Company's option, all Product is subject to a Product Conformance Review ("Review") prior to shipment. Supplier may ship Product without a Review, but
Company may perform such Review prior to shipment by giving Supplier notice to that effect, in which event Supplier shall notify Company's designated quality inspection organization when Product is
ready for such Review.

Supplier
will provide, without charge, production testing facilities and personnel reasonably required to perform or assist in the Review as specified in the applicable quality
specification provided under this Agreement or Order. Supplier shall not be liable for delay in delivery of the Product to the extent a Product Conformance Review is delayed by Company's actions or
inaction.

Article 59Product Documentation

Supplier shall furnish, at no charge, Product documentation, and any succeeding changes thereto, including, but not limited to, relevant technical specifications
and test procedures, installation manuals, training materials, and documentation described in the Specification. Company may use, reproduce, reformat, and distribute such Product documentation.

Article 60Publicity

Supplier agrees to submit to Company all advertising, sales promotion, press releases, and other publicity matters relating to the Product furnished or the
Services performed by Supplier under this Agreement wherein Company's names or marks are mentioned or language from which the connection of said names or marks therewith may be inferred or implied;
and Supplier further agrees not to publish or use such advertising, sales promotion, press releases, or publicity matters without Company's prior written approval (which approval shall not be
unreasonably withheld). This does not reduce or modify Supplier's obligations under the clause IDENTIFICATION.

Article 61Registration And Radiation Standards

When Product furnished under this Agreement is subject to Part 15 or any other part of the Federal Communication Commission's Rules and Regulations, as may
be amended from time to time (hereinafter "FCC Rules"), Supplier warrants that such Product complies with the registration, certification, type-acceptance and/or verification standards of
the FCC Rules including, but not limited to, all labeling, customer instruction requirements, and the suppression of radiation to specified levels. Such warranty shall not extend to Product produced
by Company prior to Novus EMS taking over manufacturing of Product. Supplier shall also establish periodic on-going compliance retesting and follow a Quality Control program, submitted by
Company, to assure that Product shipped complies with the applicable FCC Rules. Supplier shall indemnify and save Company harmless from any liability, fines, penalties, claims or demands (including
the costs, expenses and reasonable attorney's fees on account thereof) that may be made because of Supplier's noncompliance with the applicable FCC Rules. Supplier shall defend Company, at Company's
request, against such liability, claim or demand.

In
addition, should Product which is subject to Part 15 of the FCC Rules, during use generate harmful interference to radio communications, Supplier shall provide the Company
information relating to methods of suppressing such interference and, assuming such interference is not due solely to Company's Product Specifications, shall pay the cost of suppressing such
interference or, at the option of Company, accept the return of the Product and refund to Company the price paid for the Product less a reasonable amount for depreciation, if applicable.

31

---

To
the extent that Product furnished under this Agreement is also subject to FCC Rules governing the use of the Product as a component in a system as identified in the applicable
Technical Specifications, Company shall be responsible for compliance with the applicable FCC Rules governing the system. Supplier shall fully cooperate with Company, by providing technical support
and information, and, upon written request from Company, shall modify Product to enable Company to ensure ongoing compliance with the FCC Rules. Company shall pay any increase in Supplier's costs
and/or expenses resulting from Company's request to modify Product to enable Company to comply with the FCC Rules.

Nothing
in this clause shall be deemed to diminish or otherwise limit Supplier's obligations under the clause WARRANTY or any other clause in this Agreement.

Article 62Releases Void

Neither party shall require (a) waivers or releases of any personal rights or (b) execution of documents which conflict with the terms of this
Agreement from employees, representatives or customers of the other in connection with visits to its premises, and both parties agree that no such releases, waivers or documents shall be pleaded by
them or third persons in any action or proceeding.

Article 63Severability

Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, that decision shall not affect the validity of
the remaining portion, which shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated; provided, however, that this Agreement shall be
interpreted to carry out to the greatest extent possible the intent of the Parties and to provide to each Party substantially the same benefits as such Party would have received under this Agreement
if such invalid part of this Agreement had been enforceable.

Article 64Survival Of Obligations

The obligations of the parties under this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement,
shall survive termination, cancellation or expiration of this Agreement.

Article 65Suspension of Agreement by Supplier

Company and Supplier acknowledge and agree that Supplier's ability to perform under this Agreement is affected by the performance of Novus EMS under the Novus
Supply Agreement In the event that Novus EMS is in breach of the Novus Supply Agreement (after due notice and opportunity to cure), such breach would cause Supplier to be in breach of this Agreement,
then Supplier shall have the right, subject to the provisions of the Novus Supply Agreement, to suspend its obligation to perform under this Agreement for a period of ninety (90) days (the
"Suspension Period"). During such Suspension Period, Supplier shall have the right to seek to compel Novus EMS to perform and/or to arrange for another manufacturer to produce and deliver Product and,
thereby, Supplier can cure the breach and preserve its rights under this Agreement. In the event that Supplier is unable to prevail upon Novus EMS or another manufacturer to manufacture and deliver
Product within the Suspension Period, then Company may elect to invoke the MANUFACTURING RIGHTS clause and Company shall have the right to suspend its Purchase Commitment during the Suspension Period.
If Company elects to invoke its rights under the MANUFACTURING RIGHTS clause, Supplier shall provide the Technology within ten (10) days of receipt of written request from Company, such request
to be delivered at or after the end of the Suspension Period.

32

---

Article 66Taxes

Company shall reimburse Supplier only for the following tax payments with respect to transactions under this Agreement unless Company advises Supplier that an
exemption applies: state and local sales and use taxes, as applicable. Taxes payable by Company shall be billed as separate items on Supplier's invoices and shall not be included in Supplier's prices.

Article 67Toxic Substances And Product Hazards

Supplier hereby warrants to Company that, except as expressly stated elsewhere in this Agreement, all material furnished by Supplier as described in this
Agreement is safe for its foreseeable use, is not defined as a hazardous or toxic substance or material under applicable federal, state, or local law, ordinance, rule, regulation or order (hereinafter
collectively referred to as "law" or "laws"), and presents no abnormal hazards to persons or the environment. Supplier also warrants that it has no knowledge of any federal, state, or local law that
prohibits the disposal of the material as normal refuse without special precautions except as expressly stated elsewhere in this Agreement. Supplier also warrants that, where required by law, all
material furnished by Supplier is either on the EPA Chemical Inventory compiled under Section 8(a) of the Toxic Substances Control Act, or is the subject of an EPA-approved
pre-manufacture notice under 40 CFR Part 720. Supplier further warrants that all material furnished by Supplier complies with all use restrictions, labeling requirements and all
other health and safety requirements imposed under federal, state, or local laws. Supplier further warrants that, where required by law, it shall provide to Company, prior to delivery of the material,
a Material Safety Data Sheet which complies with the requirements of the Occupational Safety and Health Act of 1970 and all rules and regulations promulgated thereunder. The foregoing warranties shall
not extend to Product produced in compliance with Company's Product Specifications which does not comply with the foregoing laws, rules or regulations and shall not extend to Product manufactured by
Company prior to Novus EMS taking over manufacturing of Product from Company.

Except
where expenses are incurred due to Company's Product Specifications (if such Specifications have not been modified by Supplier), Supplier agrees to defend, indemnify and hold
Company harmless for any expenses (including, but not limited to, the cost of substitute material, less accumulated depreciation) that Company may incur by reason of the recall or prohibition against
continued use or disposal of material furnished by Supplier as described in this Agreement whether such recall or prohibition is directed by Supplier or occurs under compulsion of law; provided, that
Supplier shall not so indemnify Company if such expenses are the result of the gross negligence or willful misconduct of Company. Company agrees to cooperate with Supplier to facilitate and minimize
the expense of any recall or prohibition against use or disposal of material directed by Supplier or under compulsion of law.

Except
where Legal Claims are incurred due to Company's Product Specifications (if such Specifications have not been modified by Supplier), Supplier further agrees to defend, indemnify
and hold Company harmless of and from any claims, demands, suits, judgments, liabilities, costs and
expenses (including reasonable attorneys fees) (collectively "Legal Claims") which Company may incur under any applicable federal, state, or local environmental laws, and any and all amendments
thereto, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980; the Consumer Product Safety Act of 1982; the Toxic Substance Control Act; the
Resource Conservation and Recovery Act; the Federal Insecticide, Fungicide, and Rodenticide Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; and the Atomic Energy
Act; and any and all amendments to all applicable federal, state, or local laws, by reason of Company's acquisition, use, distribution or disposal of Product furnished by Supplier under this
Agreement; provided, that Supplier shall not so indemnify Company if such Legal Claims are the result of the gross negligence or willful misconduct of Company.

33

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Article 68Training

If requested by Company, Supplier will, without charge to Company:



Article 69Use Of Information

During performance of this Agreement, the parties may disclose or furnish to each other proprietary marketing, technical, or business information, including,
without limitation, products and/or software ("Information"), relating to the subject of this Agreement.

The
receiving party shall: (a) hold Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information,
(b) restrict disclosure and use of Information to employees (including any contractors or consultants) with a need-to-know, and not disclose it to any other parties,
(c) advise those employees, contractors and consultants of their obligations with respect to the Information, (d) not copy, duplicate, reverse engineer or decompile information,
(e) use the Information only in furtherance of performance under this Agreement, and (f) upon expiration or termination of this Agreement, return all information to the disclosing party
or at the request of the disclosing party, destroy such Information.

The
receiving party shall have no obligation to keep confidential Information that: (a) was previously known to it free of any confidentiality obligation, (b) was
independently developed by it, (c) is or becomes publicly available other than by unauthorized disclosure, (d) is disclosed to third parties by the disclosing party without restriction,
or (e) is received from a third party without violation of any confidentiality obligation.

If
a party is faced with legal action or a requirement under government regulations to disclose or make available proprietary Information received hereunder, such party shall forthwith
notify the furnishing party and, upon request of the latter, cooperate in contesting such action or requirement at the requesting party's expense. Neither party shall be liable for damages for any
disclosure or unauthorized access pursuant to legal action or government regulations or for inadvertent disclosure, access, or use if the customary degree of care as it uses with respect to its own
proprietary information has been exercised and if, upon discovery of such inadvertent disclosure, access, or use the furnishing or receiving party has endeavored to prevent any further (inadvertent or
otherwise) disclosure or use.

Obligations
imposed by this Section shall survive for a period of five years after termination or expiration of this Agreement.

Article 70Entire Agreement

The provisions of this Agreement and orders issued under this Agreement supersede all prior and current oral and written communications, agreements, and
understandings of the parties with respect to

34

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the subject matter of this Agreement and shall constitute the entire agreement between the parties. The Agreement shall not be modified or rescinded, except by a writing signed by both parties.
Provisions on the reverse side of Company's orders and all provisions on Supplier's forms shall be deemed deleted. Estimates or forecasts furnished by Company shall not constitute commitments.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

|Lucent Technologies Inc. |  | Lucent Technologies Inc.          
|------------------------ |  | ----------------------------------
|By:                      |  | /s/ J.K. Brewington               
|Name:                    |  | J.K. Brewington                   
|Title:                   |  | Group President, Wireless Networks
|Date:                    |  | May 31, 2001                      
|FS Corp.                 |  |                                   
|By:                      |  | /s/ John C. Huang                 
|Name:                    |  | John C. Huang                     
|Title:                   |  | Chief Executive Officer           
|Date:                    |  | May 31, 2001                      

35

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Attachment A-Products and Pricing

|                               |  |    |  |         |  |           |  |                                                                     |  |              |  |                                                              |  | PRICING                                                      |  |                                                             
|------------------------------ |  | -- |  | ------- |  | --------- |  | ------------------------------------------------------------------- |  | ------------ |  | ------------------------------------------------------------ |  | ------------------------------------------------------------ |  | ------------------------------------------------------------
|
|
|850 ULAM (44WA31)              |  |    |  |         |  |           |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|                               |  | P2 |  | Current |  | 108228230 |  | 10,000 - 24,999                                                     |  | $[        ]* |  | $[        ]*                                                 |  | $[        ]*                                                 |  |                                                            
|                               |  | P3 |  | Dec-01  |  |           |  | 1,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000               |  |              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*             |  | $[        ]*$[        ]*$[        ]*$[        ]*            
|                               |  | v4 |  | Sep-02  |  |           |  | 1,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000               |  |              |  |                                                              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*            
|1900 ULAM (44WA32)             |  |    |  |         |  |           |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|                               |  | P2 |  | Current |  | 108228248 |  | 25,000 - 49,999                                                     |  | $[        ]* |  | $[        ]*                                                 |  |                                                             |  |                                                            
|                               |  | P3 |  | Current |  |           |  | 1,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000               |  | $[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*             |  | $[        ]*$[        ]*$[        ]*$[        ]*             |  | 


                                                     
|                               |  | v4 |  | Jun-02  |  |           |  | 1,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000               |  |              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*             |  | $[        ]*$[        ]*$[        ]*$[        ]*            
|850 DBS (ECJ2)                 |  |    |  |         |  |           |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|                               |  | v1 |  | Current |  | 108903345 |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  | $[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | 



                                                   
|                               |  | v2 |  | Mar-02  |  |           |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  |              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]*
|                               |  | v3 |  | Mar-03  |  |           |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  |              |  |                                                              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]*
|PCS Micromini (44WA39)         |  |    |  |         |  |           |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|                               |  | v1 |  | Current |  | 108677006 |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  | $[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  |                                                             
|                               |  | v2 |  | Jun-02  |  |           |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  |              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]*
|                               |  | v3 |  | Jun-03  |  |           |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  |              |  |                                                              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]*
|60W TTU                        |  |    |  |         |  |           |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|                               |  |    |  | Current |  | 107838286 |  |                                                                     |  | $[        ]* |  | $[        ]*                                                 |  | $[        ]*                                                 |  | $[        ]*                                                
|Flexent Microcell 850 (44WA29) |  |    |  |         |  |           |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|                               |  |    |  | Current |  | 108677006 |  |                                                                     |  | $[        ]* |  | $[        ]*                                                 |  | $[        ]*                                                 |  | $[        ]*                                                

---

36

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|                      |  |    |  |        |  |  |  |                                                                     |  |              |  |                                                              |  | PRICING                                                      |  |                                                             
|--------------------- |  | -- |  | ------ |  |  |  | ------------------------------------------------------------------- |  | ------------ |  | ------------------------------------------------------------ |  | ------------------------------------------------------------ |  | ------------------------------------------------------------
|
|
|850 cLAM              |  |    |  |        |  |  |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|                      |  | v1 |  | Oct-01 |  |  |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  | $[        ]* |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]*
|                      |  | v2 |  | Sep-02 |  |  |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  |              |  |                                                              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]*
|                      |  | v3 |  | Sep-03 |  |  |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  |              |  |                                                              |  |                                                              |  |                                                             
|pLAM                  |  |    |  |        |  |  |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|                      |  | v1 |  | Jul-01 |  |  |  | 1,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000               |  | $[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*             |  | $[        ]*$[        ]*$[        ]*$[        ]*             |  | 


                                                     
|                      |  | v2 |  | Apr-02 |  |  |  | 1,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000               |  |              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*             |  | $[        ]*$[        ]*$[        ]*$[        ]*            
|                      |  | v3 |  | Apr-03 |  |  |  | 1,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000               |  |              |  |                                                              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*            
|iLAM                  |  |    |  |        |  |  |  |                                                                     |  |              |  |                                                              |  |                                                              |  |                                                             
|Subject to the volume |  | v1 |  | Jun-01 |  |  |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  | $[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | 



                                                   
|                      |  | v2 |  | Mar-02 |  |  |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  |              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]* |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]*
|                      |  | v3 |  | Mar-03 |  |  |  | 1,000 - 4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000 |  |              |  |                                                              |  |                                                              |  | $[        ]*$[        ]*$[        ]*$[        ]*$[        ]*

Note: The Prices and availability dates set forth assume the design requirements for the listed Products are final prior
to the Term of this Agreement. Changes to design requirements may result in changes to Prices and availability dates.

---

37

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Attachment B

|Product Design Specification                                                 |  | Issue
|---------------------------------------------------------------------------- |  | -----
|Cellular Linear Amplifier Module (cLAM - 44WA56/44WA58) Design Specification |  | 0.1  
|PCS Linear Amplifier Module (pLAM - 44WA44/44WA55) Design Specification      |  | 1.0  
|UMTS Linear Amplifier Module (iLAM - 44WA49/44WA57) Design Specification     |  | 1.1  
|OneBTS Linear Amplifier Module (c-p-i LAM) Physical Design Specification     |  | 0.1  
|Cellular CDMA ICLA (ECJ2) Design Specification                               |  | 1.0  
|Cellular CDMA ICLA (ECJ2) Physical Design Specification                      |  | 1.0  
|Ultra Linear Amplifier Module (ULAM) Design Specification                    |  | 1.0  
|Ultra Linear Amplifier Module (ULAM) Physical Design Specification           |  | 1.0  
|MicroMinicell PCS Amplifier (44WA39) Design Specification                    |  | 1.0  

38

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ATTACHMENT CODS Content Certification

To
(Lucent Contact)
:

This
letter certifies the ozone depleting substances (ODS) content of the Products we supplied to Lucent Technologies Inc. ("Lucent"). (Check one that applies)

o
My company does not incorporate or use any ODS in the manufacturing of Products supplied to Lucent. My company does not use any components manufactured
with ODS in the manufacturing of Product supplied to Lucent. Lucent will not incur any ODS taxes from importing or selling this Product. Lucent will not have to label this Product to comply with 40
CFR Part 82 Subpart E.



If
you have any questions, please
call            at                        .

Sincerely,

|Name          |  |  |  | 
|------------- |  |  |  | 
|              |  |  |  | 
|Title         |  |  |  | 
|              |  |  |  | 
|Supplier Name |  |  |  | 
|              |  |  |  | 

39

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ODS Content Breakdown List (Only applicable if Supplier incorporates or uses ODS in the manufacturing of the Products)

|Product name or component code |  | Name of ODS incorporated or used to
manufacture Product |  | Pounds of ODS incorporated or used per
each unit of Product (lbs/Product)
|------------------------------ |  | ------------------------------------------------------- |  | -------------------------------------------------------------------------

40

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Attachment DOrder Fulfillment Process Documentation

Process Definition

The order fulfillment process includes all activities related to sale of finished goods to Lucent and purchases of finished goods from the EMS.

Snapshot
1 and 1b addresses the time periods from launch until the end of the blackout period.

Snapshot 1 and 1b

Process Flow

GRAPHIC

SAP functions are highlighted

Process Description/Assumptions

41

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Order Process



Monthly Recording of Sales/Purchases





Time Line



42

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Finished Goods Inventory/Customer Shipment



Reconciliation Process



Process Impact Overview

FS Resource Requirements



Lucent Information Expectations



Business Risk



Risk Mitigation



43

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Process Deliverables

Lucent to Fresh Start

|Deliverable                                                   |  | Lucent Supplier |  | Person      |  | Event          |  | Date
or Day              |  | Format     |  | FS Recipient                                                                              
|------------------------------------------------------------- |  | --------------- |  | ----------- |  | -------------- |  | ------------------------ |  | ---------- |  | ------------------------------------------------------------------------------------------
|Lucent sets FS up as ERS Supplier                             |  | Atlanta FOC     |  | S. Horn     |  | One Time Event |  | 5/21/01                  |  |            |  | N/A                                                                                       
|Establish Blanket Purchase Order/Amplifier by comcode         |  | Purchasing      |  | T. Chrisley |  | Yearly         |  | 6/1/01                   |  | Electronic |  | M. Jacisin                                                                                
|Post receipt in EPPS for amplifiers rec'd from EMS by comcode |  | Atlanta FOC     |  | S. Horn     |  | Monthly        |  | Last Fiscal day of month |  | Manual     |  | N/A                                                                                       
|Provide Monthly Orderfill report from MfG Pro                 |  | CIO             |  | C. Wilson   |  | Monthly        |  | Last Fiscal day of month |  | Electronic |  | M. Jacisin
B. Fanelli
M. Jacisin                                                          
|Provide Serial Number report                                  |  | CIO             |  | R. Cook     |  | Monthly        |  | Last Fiscal day of month |  | Electronic |  | M. Jacisin
B. Fanelli                                                                     
|Payment to FS per OEM agreementNet                           |  | Atlanta FOC     |  | D. Owens    |  | Monthly        |  | Last Fiscal day of month |  | EFT        |  | First Union Bank
First Union Nat'l Bank.
Charlotte, NC
ABA#031201467
FS CORP
2079950072133

Fresh Start to Lucent

|Deliverable                         |  | FS Supplier          |  | Person     |  | Event         |  | Date
or Day              |  | Format           |  | Lucent Recipient
|----------------------------------- |  | -------------------- |  | ---------- |  | ------------- |  | ------------------------ |  | ---------------- |  | ----------------
|Provide W9 Sales Tax Exemption Form |  | Lucent NVC Group CFO |  | R. Foster  |  | One Time Only |  | 5/21/01                  |  | Electronicemail |  | S. Horn         
|Invoice to Lucent                   |  | FS Controller        |  | M. Jacisin |  | Monthly       |  | Last Fiscal day of month |  | Electronic       |  | S. Horn         

44

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Snapshot 3

Process Flow

GRAPHIC

SAP functions are highlighted

Process Description/Assumptions

Order Process (Lucent to FS)



Purchase Order Process (FS to EMS)



45

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Finished Goods Inventory/Customer Shipment



Vendor Invoice



Customer Invoice/Payment



Reconciliation Process



Process Impact Overview

FS Resource Requirements



46

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Lucent Information Expectations



EMS Information Expectations



Business Risk



47

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