MOU for Mutual Development of Products

MEMORANDUM OF UNDERSTANDING


ON


MUTUAL DEVELOPMENT OF PRODUCTS


This Memorandum of Understanding (hereinafter "MOU") is entered into as of November 17, 1995 by and between SAT Telecommunications Division located at 11 rue Watt, 75626 PARIS CEDEX 13, FRANCE (hereinafter "SAT") and INNOVA Corporation located at 3325 South 116th Street, WA 98168 USA (hereinafter "INNOVA").


WHEREAS, SAT and INNOVA both believe the market potential for digital microwave radios is very large, not well served by existing participants, and potentially quite profitable for both SAT and INNOVA.


WHEREAS, SAT and INNOVA both desire to broaden their product range of digital microwave radios to cover the full range of frequency bands and transmission bit rates necessary to meet developing market requirements.


WHEREAS, SAT has existing products which cover many of these frequency bands and capacity requirements but of an earlier design.


WHEREAS, INNOVA is developing a new product range using a new product architecture, but initially to cover only some of the required frequency bands and bit rates, and


WHEREAS, SAT and INNOVA have conducted preliminary discussions to determine the benefits of mutual cooperation in the development of a future product range.


NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:


1. SAT and INNOVA will form a Joint Marketing Team which will consist of
marketing experts from each Party whose objectives are to:


1.1 To define the general requirements of the future broad product range.
This Joint Marketing Team will require inputs from both the SAT and
INNOVA Engineering to develop an overall future development plan for
review by both SAT and INNOVA.


1.2 To recommend a joint product development strategy for achieving this
broad product line based on the market needs and the existing products
for each


1 2
company, irrespective of the capabilities of each company's engineering
departments.


2. SAT and INNOVA will form a Joint Product Development Team which will
consist of marketing, manufacturing and engineering representatives from
...