CONFIDENTIAL PORTIONS OMITTED

**Indicates that confidential portions are omitted and filed separately with the Commission

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this ?Agreement?) is executed as of the 12th day of June, 2003, by and among POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (?Buyer?), ERICSSON AMPLIFIER TECHNOLOGIES INC., a New York corporation (?Seller?) and, solely to the extent indicated herein, MICROWAVE POWER DEVICES, INC., a Delaware corporation (?MPD?) and ERICSSON AB, a Swedish corporation (?EAB?).

R E C I T A L S

WHEREAS, Seller is engaged in the business of designing, manufacturing and marketing advanced radio frequency power amplifiers for use in wireless communications networks; and

WHEREAS, Seller desires to sell certain of its assets related to its advanced radio frequency power amplifier products operations and business as currently conducted by Seller, excluding any tangible or intangible assets related to Seller?s Victory, Eagle and WBTS operations and business (the ?Business?); and

WHEREAS, subject to the terms and conditions of this Agreement, Buyer desires to purchase and Seller desires to sell and transfer to Buyer, the assets, operations and business related to the Business as described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, Seller and Buyer hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF ASSETS

1.1 Agreement to Purchase and Sell. On the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer, free and clear of all liens, claims and encumbrances, and Buyer agrees to purchase and assume from Seller all of (a) the assets and properties described in Section 1.2 (all such assets and properties being herein collectively referred to as the ?Assets? and individually referred to as an ?Asset?), and (b) the Assumed Liabilities (as defined in Section 2.1). The Assets purchased shall not include the Excluded Assets (as defined in Section 1.3).

1.2 Assets to Be Conveyed. The Assets shall consist solely of the following:

(a) Equipment. All of Seller?s furniture, fixtures, equipment, machinery, apparatus, appliances, vehicles, implements and other tangible personal property listed on Schedule 1.2(a) (other than the Inventories), and all technical and descriptive materials in Seller?s possession related thereto (the ?Equipment?).

(b) Inventory. All of Seller?s raw materials, work-in-process and finished goods inventories located at, out on rental from, on order for or in transit to Seller on the Closing Date listed on Schedule 1.2(b) (the ?Inventories?).

1

(c) Assumed Contracts. All of Seller?s right, title and interest to and under the contracts and agreements described on Schedule 1.2(c) (the ?Assumed Contracts?).

(d) Permits. To the extent transferable, all right, title and interest of Seller as of the Closing (as defined below) in, to and under all permits and licenses relating to the Assets.

(e) Real Property. The real property located in Hauppauge, New York, as such real property is more specifically described on Schedule 1.2(e), together with Seller?s right, title and interest in all buildings, fixtures and improvements thereon (collectively, the ?Real Property?).

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