CONFIDENTIAL PORTIONS OMITTED

Celestica Agreement # **

MANUFACTURING SERVICES AND SUPPLY AGREEMENT

BETWEEN

CELESTICA CORPORATION

AND

POWERWAVE TECHNOLOGIES, INC.

** INDICATES THAT CONFIDENTIAL PORTIONS ARE OMITTED AND FILED SEPARATELY WITH THE COMMISSION

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TABLE OF CONTENTS

    Section

    Recitals

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Manufacturing Services and Supply Agreement

This Manufacturing Services and Supply Agreement (the Agreement) is entered into this 1st day of November, 2002 by and between Powerwave Technologies, Inc. (Powerwave or Buyer) and Celestica Corporation ( Seller or Celestica)

Recitals

A.    WHEREAS, Seller is engaged in contract manufacturing of electronic products that have applications in commercial markets. Seller desires to manufacture, test and deliver and service on behalf of Powerwave the power amplifier and printed circuit board Products described in this Agreement.

B.    WHEREAS, Powerwave desires to purchase the Products manufactured by Seller specifically for Powerwave pursuant to the terms and conditions of this Agreement.

C.    WHEREAS, to avoid repetitive negotiations, the parties desire to enter into this Agreement establishing the terms and conditions which will be applicable to the contract manufacturing services to be provided by Seller.

D.    WHEREAS, Seller and Powerwave entered into a Letter of Agreement dated as of January 1, 2002 and Amendment 1 to the Letter Agreement dated as of June 11, 2002 . This Agreement is intended to replace the Letter of Agreement and all other amendments to the Letter of Agreement.

NOW THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:

1.    Definitions.

A.1 Material shall mean any components and other materials comprising or comprised in Products.

A.2 Product means the printed circuit boards and other items listed on Exhibit A hereto (Product Attachment.)

B. Order or Purchase Order means a single purchase order or blanket purchase order submitted by Powerwave to Seller, subject to the terms of this Agreement.

C. Product Requirements Specificationshall mean Bills of Materials, schematics, assembly drawings, process documentation, software, tooling provided by Powerwave, technical and functional information and processes, quality control, regulations, test specifications and procedures, product quality, and Approved Vendor lists for the Products, agency requirements on a country by country basis as agreed to between the parties, and packaging requirements.

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D. Delivery Date means the date when Product is to be delivered to the designated Ex-Works point as specified on Powerwaves Orders.

E. Project Plan shall mean the plan mutually developed and agreed to by Powerwave and Seller for the purpose of preparing product and process for manufacture at Seller. The Project Plan will include a statement of work and development schedule, and any other information required to guide the development activity, such as resource assignments and responsibilities. These Project Plans will be developed on an as needed basis, but will generally be per Product to be manufactured by Seller.

F. Business Days shall mean those days, from Monday through Friday, which are not declared as national holidays in the countries where the Seller manufactures the Products.

G. Calendar Days shall mean all days, Sunday through Saturday, which appear on the calendar from January 1 through December 31 in the countries where the Seller manufactures the Products.

H. Quality Plan shall include all documentation, processes and procedures agreed to by the parties necessary to manufacture, inspect, and accept Products as well as delivery and service the Products. The Quality Plan includes (1) IQA inspection and ECO control of material, (2) manufacturing and process procedures, and (3) manufacturing process control and quality control systems.

I. Acceptance of Product are the quality audits and out of box audit (AOB) used by Seller as final acceptance for Products prior to shipping Products to Powerwave.

J. Product and Process Documentation means documentation provided by Powerwave or developed by Seller to be used to manufacture Products including: bills of material, approved vendor list (AVL), assembly drawings, line layouts, process documentation, quality and inspection plans, test processes, and packaging requirements.

K. RMA means a return material authorization to be provided by Seller to Powerwave.

L. Affiliate means with respect to a party hereto, a corporation that directly or indirectly controls, is controlled by or is under common control with that party.

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