

                              ANDREW CORPORATION
                         REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is entered into as
of the 4th day of June  2002,  by and among  ANDREW  CORPORATION,  a  Delaware
corporation (the "Company"),  and each stockholder of Celiant  Corporation,  a
Delaware corporation ("Celiant"),  listed on the signature pages hereto (each,
a "Stockholder" and, collectively, the "Stockholders").

                                   RECITALS

     A.  The  Company,   Celiant  and  Ptolemy  Acquisition  Co.,  a  Delaware
corporation  ("Sub"),  have entered into an Agreement  and Plan of Merger (the
"Merger  Agreement"),  dated February 18, 2002, pursuant to which Celiant will
be merged (the  "Merger") with and into Sub and the shares of capital stock of
Celiant held by the Stockholders will be converted into cash and Common Stock.

     B. It is a condition to Celiant's  obligation  to  consummate  the Merger
Agreement that the Company enter into this Agreement.


                                   AGREEMENT

     NOW,  THEREFORE,   in  consideration  of  the  premises,   covenants  and
conditions set forth in this Agreement, the parties mutually agree as follows:

SECTION 1. GENERAL

     1.1 Definitions. As used in this Agreement the following terms shall have
the following respective meanings:

          "Common  Stock"  means the common  stock,  $0.01 par  value,  of the
     Company.

          "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
     amended.

          "Form S-3" means such form under the  Securities Act as in effect on
     the date hereof or any successor  registration  form under the Securities
     Act  subsequently   adopted  by  the  SEC  which  permits   inclusion  or
     incorporation of substantial  information by reference to other documents
     filed by the Company with the SEC.

          "Holder"  means any Person owning of record  Registrable  Securities
     that have not been sold to the public or any  assignee  of record of such
     Registrable  Securities in accordance with Section 2.8 hereof,  including
     without  limitation  the  Stockholders  and  their  respective  permitted
     successors and assigns.

          "Person"  means any  individual,  trust,  corporation,  partnership,
     limited   partnership,   limited  liability  company  or  other  business
     association or entity, court, governmental body or governmental agency.

          "Register," "registered," and "registration" refer to a registration
     effected by preparing and filing a  registration  statement in compliance
     with the Securities Act, and the declaration or ordering of effectiveness
     of such registration statement or document.

          "Registrable   Securities"   means   Common   Stock  issued  to  the
     Stockholders in connection with the Merger.

          "Registration  Expenses"  shall mean all  expenses  incurred  by the
     Company in complying  with Sections  2.1, 2.2 and 2.3 hereof,  including,
     without limitation,  all registration and filing fees, printing expenses,
     fees and  disbursements  of counsel  for the  Company,  Blue Sky fees and
     expenses,  the  expense  of any  auditor  letter and any  special  audits
     incident to or required by any such registration,  but shall specifically
     exclude Selling Expenses.

          "Rule 144" means Rule 144 promulgated under the Securities Act as in
     effect on the date hereof or any successor  rule or regulation  under the
     Securities Act subsequently adopted by the SEC.

          "SEC" or "Commission" means the Securities and Exchange Commission.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Selling Expenses" shall mean all underwriting discounts and selling
     commissions applicable to any sale hereunder and all fees and expenses of
     legal counsel to the Holders.

SECTION 2. REGISTRATION

     2.1 Required Registration.

     (a)  Registration  Statement.  The Company shall use its reasonable  best
efforts to prepare  and file as promptly as  practicable  after the  Effective
Time  (as  defined  in the  Merger  Agreement)  with  the  SEC a  registration
statement  on  Form  S-3  with  respect  to the  Registrable  Securities  (the
"Registration Statement") and to effect all such registrations, qualifications
and  compliances   (including,   without  limitation,   obtaining  appropriate
qualifications  under  applicable  state  securities  or "blue  sky"  laws and
compliance with any other applicable governmental requirements or regulations)
as any Holder may  reasonably  request and that would permit or facilitate the
sale of Registrable Securities in the open market (provided, however, that the
Company  shall not be  required  in  connection  therewith  to  qualify  to do
business or to file a general  consent to service of process in any such state
or  jurisdiction),  and shall use its  reasonable  best  efforts  so that such
Registration  Statement and all other such  registrations,  qualifications and
compliances may become  effective no later than ninety (90) days following the
Effective  Time.  Notwithstanding  the  foregoing,  the  Company  shall not be
obligated to effect an underwritten registration statement.

     (b) Effectiveness, Suspension Right.

          (i) The Company will use its reasonable best efforts to maintain the
effectiveness   of   the   Registration   Statement   and   other   applicable
registrations, qualifications and compliances for up to two (2) years from the
Effective Time (the "Registration  Effective  Period"),  and from time to time
will  amend  or  supplement  the  Registration  Statement  and the  prospectus
contained therein as and to the extent necessary to comply with the Securities
Act,  the  Exchange  Act  and  any  applicable  state  securities  statute  or
regulation, subject to the following limitations and qualifications.

          (ii) Following the date on which the Registration Statement is first
declared  effective,  the Holders will be  permitted  (subject in all cases to
Section  2.2  below)  to offer  and sell  Registrable  Securities  during  the
Registration  Effective  Period in the manner  described  in the  Registration
Statement,  provided that the Registration Statement remains effective and has
not been suspended,  and provided further that until the first  anniversary of
the  Effective  Time,  no  Holder  shall  be  permitted  to  sell  Registrable
Securities in excess of the number of Registrable  Securities that such Holder
would be entitled to sell under  subsection (e) of Rule 144 if the Registrable
Securities were  "restricted  securities" as defined in Rule 144 (assuming for
such purpose (and for the  avoidance of doubt) that one year has elapsed since
the Effective Time and accordingly the volume  requirements  under  subsection
(e) of Rule 144 are  immediately  applicable to the  Holders).  No such volume
limitation  shall  apply to any  Holder  after  the first  anniversary  of the
Effective Time;

          (iii)  Notwithstanding  any other  provision of this Section 2.1 but
subject to Section 2.2, the Company shall have the right at any time (but only
five times during the term of this  Agreement  and no more than three times in
any  twelve-month  period) to require  that all Holders  suspend  further open
market offers and sales of Registrable  Securities  whenever,  and only if, in
the reasonable good faith judgment of the Company after receipt of advice from
outside  counsel  there is or there is  reasonably  likely to be in  existence
material  undisclosed  information  or events with respect to the Company (the
"Suspension  Right"). In the event the Company exercises the Suspension Right,
such suspension will continue only for the period of time reasonably necessary
for  disclosure to occur at a time that is not  detrimental  to the Company or
its  stockholders  or until such time as the information or event is no longer
material (but in no event more than 30 days), each as determined in good faith
by the Company after receipt of advice from outside counsel.  The Company will
promptly  give the  Holders  notice  of any such  suspension  and will use all
reasonable efforts to minimize the length of the suspension.

     2.2 Procedure for Sale of Shares under Registration Statement.

     (a)  Delivery  of  Prospectus.  For  any  offer  or  sale  of  any of the
Registrable  Securities by a Holder in a transaction  that is not exempt under
the  Securities  Act,  the Holder,  in addition  to  complying  with any other
federal  securities  laws,  shall deliver a copy of the final  prospectus  (or
amendment of or supplement  to such  prospectus)  of the Company  covering the
Registrable  Securities in the form  furnished to the Holder by the Company to
the purchaser of any of the Registrable Securities on or before the settlement
date for the purchase of such Registrable Securities.

     (b) Copies of  Prospectuses.  The Company  shall furnish to each Holder a
reasonable  number  of  copies of the final  prospectus  (or  amendment  of or
supplement  to  such  prospectus)  of the  Company  covering  the  Registrable
Securities  as may be  necessary  so  that,  as  thereafter  delivered  to the
purchasers of such Registrable Securities, such prospectus shall not as of the
date of delivery to the Holder include an untrue  statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the  statements  therein not misleading or incomplete in the light of the
circumstances then existing, in each case exclusive of information supplied by
such Holder expressly for inclusion in the Registration Statement.

     2.3 Piggyback Registrations.

          (a) The Company  shall notify all Holders in writing at least thirty
     (30) days prior to the  filing of any  registration  statement  under the
     Securities  Act for purposes of a public  offering of  securities  of the
     Company (including,  but not limited to, registration statements relating
     to offerings of securities of the Company for the account of stockholders
     of the Company, but excluding the Registration Statement and registration
     statements  on  Forms  S-4 and S-8) and  will  offer to  include  in such
     registration  statement all of such  Registrable  Securities held by such
     Holder.  If the  registration  statement  under which the  Company  gives
     notice  under  this  Section  2.3 is for an  underwritten  offering,  the
     Company shall so advise the Holders in such notice.  Each Holder desiring
     to  include  in any such  registration  statement  all or any part of the
     Registrable  Securities held by it shall,  within fifteen (15) days after
     receipt of the  above-described  notice from the  Company,  so notify the
     Company in  writing,  provided  that until the first  anniversary  of the
     Effective  Time,  no  Holder  shall  be  permitted  to  sell  Registrable
     Securities in excess of the number of  Registrable  Securities  that such
     Holder would be entitled to sell under  subsection (e) of Rule 144 if the
     Registrable  Securities were  "restricted  securities" as defined in Rule
     144  (assuming for such purpose (and for the avoidance of doubt) that one
     year has elapsed  since the  Effective  Time and  accordingly  the volume
     requirements under subsection (e) of Rule 144 are immediately  applicable
     to the  Holders).  No such  volume  limitation  shall apply to any Holder
     after the first  anniversary  of the Effective  Time. If a Holder decides
     not to include  all of its  Registrable  Securities  in any  registration
     statement thereafter filed by the Company, such Holder shall nevertheless
     continue to have the right to include any  Registrable  Securities in any
     subsequent  registration  statement or registration  statements as may be
     filed by the Company with respect to  offerings  of its  securities,  all
     upon the terms and conditions set forth herein.

          (b) If the  registration  statement  under which the  Company  gives
     notice under this Section 2.3 is for an  underwritten  offering,  and the
     managing underwriters advise the Company in writing that in their opinion
     the number of  securities  requested to be included in such  registration
     (i)  creates  a  substantial  risk  that  the  price  per  share  in such
     registration will be materially and adversely  affected,  or (ii) exceeds
     the number which can be reasonably sold in such offering, then the number
     of shares that may be included in the  underwriting  shall be  allocated,
     first,  to the Company if the Company,  and not a stockholder,  initiated
     the filing of the registration statement; second, to the Holders on a pro
     rata basis based on the total number of  Registrable  Securities  held by
     the Holders  desiring to participate in the registration and underwriting
     pursuant  to the  terms of this  Section  2.3;  and  third,  to any other
     stockholder of the Company participating in such underwritten offering on
     a pro rata basis based on the number of shares that all such stockholders
     desire to register.

          (c) Right to  Terminate  Registration.  The  Company  shall have the
     right to  terminate or withdraw  any  registration  initiated by it under
     this Section 2.3 prior to the effectiveness of such registration  whether
     or not any Holder has elected to include  Registrable  Securities in such
     registration.  The Registration  Expenses of such withdrawn  registration
     shall be borne by the Company in accordance with Section 2.4 hereof.

     2.4 Expenses of Registration. Except as provided herein, all Registration
Expenses  incurred  in  connection  with any  registration,  qualification  or
compliance  pursuant  to Section  2.1 or any  registration  under  Section 2.3
herein  shall  be borne by the  Company.  All  Selling  Expenses  incurred  in
connection with any  registrations  hereunder shall be borne by the holders of
the  securities so registered pro rata on the basis of the number of shares so
registered.

     2.5 Termination of Registration  Rights. All registration  rights granted
under this  Section 2 shall  terminate  and be of no further  force and effect
upon the second anniversary of the Effective Time.

     2.6  Delay  of  Registration;  Furnishing  Information.  It  shall  be  a
condition  precedent  to the  obligations  of the  Company  to take any action
pursuant to Section 2.1 or 2.3 that the selling  Holders  shall furnish to the
Company such information regarding themselves, the Registrable Securities held
by them  and  the  intended  method  of  disposition  of  such  securities  as
reasonably shall be required to effect the  registration of their  Registrable
Securities.

     2.7 Indemnification. In the event any Registrable Securities are included
in a registration statement under Section 2.1 or 2.3:

          (a) To the extent  permitted by law, the Company will  indemnify and
     hold harmless each Holder, the partners,  members, officers and directors
     of each Holder,  any  underwriter  (as defined in the Securities Act) and
     each person,  if any, who controls such Holder or underwriter  within the
     meaning of the  Securities  Act or the Exchange Act,  against any losses,
     claims,  damages,  or  liabilities  (joint or  several) to which they may
     become  subject  under the  Securities  Act,  the  Exchange  Act or other
     federal  or  state  law,  insofar  as such  losses,  claims,  damages  or
     liabilities  (or  actions in respect  thereof)  arise out of or are based
     upon  any  of  the   following   statements,   omissions  or   violations
     (collectively a "Violation") by the Company:  (i) any untrue statement or
     alleged   untrue   statement  of  a  material  fact   contained  in  such
     registration  statement,  including any  preliminary  prospectus or final
     prospectus  contained  therein or any amendments or supplements  thereto,
     (ii) the omission or alleged  omission to state  therein a material  fact
     required  to be  stated  therein,  or  necessary  to make the  statements
     therein not  misleading,  or (iii) any violation or alleged  violation by
     the Company of the Securities Act, the Exchange Act, any state securities
     law or any rule or regulation  promulgated  under the Securities Act, the
     Exchange Act or any state  securities law in connection with the offering
     covered by such  registration  statement;  and the Company will  promptly
     reimburse  to each  such  Holder,  partner,  member,  officer,  director,
     underwriter  or  controlling  person  for any  legal  or  other  expenses
     reasonably incurred by them in connection with investigating or defending
     any such loss, claim, damage, liability or action; provided however, that
     the indemnity  agreement contained in this Section 2.7(a) shall not apply
     to amounts paid in settlement of any such loss, claim, damage,  liability
     or action if such  settlement  is  effected  without  the  consent of the
     Company,  which consent shall not be unreasonably withheld, nor shall the
     Company  be  liable in any such case for any such  loss,  claim,  damage,
     liability  or action to the extent that it arises out of or is based upon
     a  Violation  which  occurs  in  reliance  upon  and in  conformity  with
     information   furnished   expressly  for  use  in  connection  with  such
     registration  by  such  Holder,  partner,   member,  officer,   director,
     underwriter or controlling person of such Holder.

          (b) To the extent  permitted by law,  each Holder  severally and not
     jointly will, if Registrable  Securities held by such Holder are included
     in the  securities  as to which  such  registration  is  being  effected,
     indemnify  and hold  harmless the  Company,  each of its  directors,  its
     officers  and each person,  if any,  who controls the Company  within the
     meaning of the  Securities  Act,  any  underwriter  and any other  Holder
     selling securities under such registration statement or any of such other
     Holder's  partners,  members,  directors  or  officers  or any person who
     controls such Holder,  against any losses, claims, damages or liabilities
     (joint or several) to which the  Company or any such  director,  officer,
     controlling person, underwriter or other such Holder, or partner, member,
     director,  officer or controlling  person of such other Holder may become
     subject  under the  Securities  Act, the Exchange Act or other federal or
     state law,  insofar as such losses,  claims,  damages or liabilities  (or
     actions in respect thereto) arise out of or are based upon any Violation,
     in each case to the extent (and only to the extent)  that such  Violation
     occurs in reliance upon and in conformity with  information  furnished by
     such  Holder to the Company  expressly  for use in  connection  with such
     registration; and each such Holder will promptly reimburse to the Company
     or any such director,  officer,  controlling person, underwriter or other
     Holder, or partner,  member,  officer,  director or controlling person of
     such other Holder any legal or other expenses reasonably incurred by such
     party in connection with investigating or defending any such loss, claim,
     damage, liability or action if it is judicially determined that there was
     such  a  Violation;  provided,  however,  that  the  indemnity  agreement
     contained  in this  Section  2.7(b)  shall not apply to  amounts  paid in
     settlement of any such loss, claim,  damage,  liability or action if such
     settlement is effected  without the consent of the Holder,  which consent
     shall not be unreasonably  withheld;  provided further,  that in no event
     shall any  indemnity  under this Section 2.7 exceed the net proceeds from
     the offering received by such Holder.

          (c)  Promptly  after  receipt  by an  indemnified  party  under this
     Section 2.7 of notice of the  commencement  of any action  (including any
     governmental  action), such indemnified party will, if a claim in respect
     thereof is to be made against any  indemnifying  party under this Section
     2.7,  deliver  to  the  indemnifying   party  a  written  notice  of  the
     commencement  thereof and the indemnifying  party shall have the right to
     participate  in,  and, to the extent the  indemnifying  party so desires,
     jointly with any other indemnifying  party similarly  noticed,  to assume
     the defense  thereof with counsel  mutually  satisfactory to the parties;
     provided,  however,  that an  indemnified  party  shall have the right to
     retain  its own  counsel,  with the fees and  expenses  to be paid by the
     indemnifying party, if, upon written advice of counsel, representation of
     such indemnified party by the counsel retained by the indemnifying  party
     would be  inappropriate  due to actual or potential  differing  interests
     between such  indemnified  party and any other party  represented by such
     counsel in such  proceeding.  If an  indemnified  party  fails to deliver
     written notice to the  indemnifying  party within a reasonable time after
     the indemnified party's receipt of notice of the commencement of any such
     action,  the indemnifying  party's liability under this Section 2.7 shall
     be reduced to the extent such  failure to notify was  prejudicial  to the
     indemnifying  party's ability to defend such action,  but the omission to
     so deliver written notice to the  indemnifying  party will not relieve it
     of any liability that it may have to any indemnified party otherwise than
     under this Section 2.7.

          (d) If the indemnification  provided for in this Section 2.7 is held
     by a court of competent  jurisdiction to be unavailable to an indemnified
     party with respect to any losses, claims, damages or liabilities referred
     to  herein,  the  indemnifying   party,  in  lieu  of  indemnifying  such
     indemnified party thereunder, shall to the extent permitted by applicable
     law contribute to the amount paid or payable by such indemnified party as
     a result of such loss,  claim,  damage or liability in such proportion as
     is appropriate to reflect the relative fault of the indemnifying party on
     the one hand and of the indemnified party on the other in connection with
     the Violation(s) that resulted in such loss, claim,  damage or liability,
     as well as any other  relevant  equitable  considerations.  The  relative
     fault of the  indemnifying  party and of the  indemnified  party shall be
     determined by a court of law by reference to, among other things, whether
     the untrue or alleged untrue statement of a material fact or the omission
     to  state  a  material  fact  relates  to  information  supplied  by  the
     indemnifying  party or by the indemnified party and the parties' relative
     intent,  knowledge,  access to information  and opportunity to correct or
     prevent such statement or omission;  provided, that in no event shall any
     contribution  by a Holder  hereunder  exceed  the net  proceeds  from the
     offering received by such Holder.

          (e) The  obligations  of the Company and Holders  under this Section
     2.7 shall survive completion of any offering of Registrable Securities in
     a  registration  statement  and the  termination  of this  Agreement.  No
     indemnifying  party,  in the  defense  of any such  claim or  litigation,
     shall,  except with the  consent of each  indemnified  party,  consent to
     entry of any judgment or enter into any settlement which does not include
     as an unconditional  term thereof the giving by the claimant or plaintiff
     to such  indemnified  party of a complete  release from all  liability in
     respect to such claim or  litigation  without any  admission  of guilt or
     wrongdoing.

     2.8 Assignment of Registration Rights. The rights to cause the Company to
register Registrable  Securities pursuant to this Section 2 may be assigned by
a Holder to a transferee of Registrable  Securities that is: (a) the estate of
such Holder, or the spouse,  siblings or lineal descendants of such Holder, or
such  Holder's  spouse's  siblings  or lineal  descendants  or trusts  for the
benefit of any of the foregoing;  (b) a stockholder,  partner, retired partner
who retires after the date hereof,  limited  partner,  retired limited partner
who retires after the date hereof, member, or retired member who retires after
the date  hereof  of such  Holder;  (c) a  corporation,  partnership,  limited
liability company,  joint venture,  trust or individual who or which, directly
or indirectly  through one or more  intermediaries,  is controlled by or under
common  control  with such Holder or which  controls,  directly or  indirectly
through one or more  intermediaries,  such Holder; (d) a trust for the benefit
of, or partnership,  corporation,  limited  liability  company or other entity
owned or controlled by, any of the foregoing;  or (e) any other  transferee of
all, but not less than all, of such Holder's Registrable Securities; provided,
however,  (i) the transferor shall,  within ten (10) days after such transfer,
furnish  to the  Company  written  notice  of the  name  and  address  of such
transferee  or  assignee  and  the  securities  with  respect  to  which  such
registration rights are being assigned and (ii) such transferee shall agree to
become  a party  to and be  subject  to all  restrictions  set  forth  in this
Agreement. For purposes of this Section 2.8, the terms "control", "controlled"
and "common control with" mean the ability,  whether by the direct or indirect
ownership  of voting  securities  or other  equity  interest,  by  contract or
otherwise,  to elect a majority of the directors of a  corporation,  to select
the  managing  or general  partner of a  partnership  or limited  partnership,
respectively,  or otherwise to select a majority of those  persons  exercising
governing authority over an entity.  Notwithstanding the foregoing and for the
avoidance  of  doubt,  a  pledge,   collateral  assignment  or  other  similar
arrangement  shall not be  restricted  under this  Agreement in any manner and
neither the Holder nor the secured party (or  creditor)  party to such pledge,
collateral assignment or other similar arrangement shall be required to comply
with the provisions of the immediately  preceding  proviso in the absence of a
foreclosure or other  realization  of collateral  with respect to such pledge,
collateral assignment or other similar arrangement.

     2.9 Rule 144 Reporting.  With a view to making  available the benefits of
certain rules and  regulations of the Commission  which may at any time permit
the sale of the Registrable Securities to the public without registration,  at
all times the Company agrees to:

          (a) make and keep public information  available,  as those terms are
understood and defined in Rule 144 under the Securities Act;

          (b) use its best  efforts  to file with the  Commission  in a timely
manner all reports  and other  documents  required  of the  Company  under the
Securities Act and the Exchange Act; and

          (c) furnish to each Holder promptly upon request a written statement
by the Company as to its compliance  with the reporting  requirements  of such
Rule 144 and of the  Securities  Act and the Exchange  Act, a copy of the most
recent annual or quarterly  report of the Company,  and such other reports and
documents  so filed by the  Company as such holder may  reasonably  request in
availing  itself of any rule or  regulation  of the  Commission  allowing such
holder to sell any Registrable Securities without registration.

     2.10 Representation and Warranties of the Company. The Company represents
and warrants as follows:

          (a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by; all requisite  corporate action and will
not violate any  provision  of law,  any order of any court or other agency of
government,  Certificate  of  Incorporation  of the  Company or By-laws of the
Company or any provision of any  indenture,  agreement or other  instrument to
which it or any of its properties or assets is bound, conflict with, result in
a breach of or constitute (with due notice or lapse of time or both) a default
under  any such  indenture,  agreement  or other  instrument  or result in the
creation  or  imposition  of any lien,  charge or  encumbrance  of any  nature
whatsoever upon any of the properties or assets of the Company.

          (b) This  Agreement  has been duly  executed  and  delivered  by the
Company  and  constitutes  the  legal,  valid and  binding  obligation  of the
Company, enforceable in accordance with its terms except as enforceability may
be limited by  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws  affecting the  enforcement  of creditors'  rights in general and
subject  to  general   principles  of  equity   (regardless  of  whether  such
enforceability  is  considered in a proceeding in equity or at law) and except
as the provisions of Section 2.7 may be deemed to conflict with public policy.

SECTION 3. MISCELLANEOUS

     3.1  Governing  Law.  This  Agreement  shall be governed by and construed
under  the laws of the  State of  Delaware  as  applied  to  agreements  among
Delaware residents entered into and to be performed entirely within Delaware.

     3.2  Successors  and  Assigns.  Except as  otherwise  expressly  provided
herein,  the  provisions  hereof shall inure to the benefit of, and be binding
upon, the successors,  assigns,  heirs,  executors,  and administrators of the
parties hereto; provided, however, that prior to the receipt by the Company of
written notice of the transfer of any  Registrable  Securities  specifying the
full name and  address of the  transferee,  the Company may deem and treat the
person  listed as the holder of such  shares in its  records  as the  absolute
owner and holder of such  shares for all  purposes,  including  the payment of
dividends or any redemption price.

     3.3 Entire Agreement. This Agreement (together with the Merger Agreement)
constitutes  the full and  entire  understanding  and  agreement  between  the
parties  with  regard to the  subjects  hereof and no party shall be liable or
bound to any other in any manner by any representations, warranties, covenants
and agreements except as specifically set forth herein and therein.

     3.4  Severability.  In case  any  provision  of the  Agreement  shall  be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the  remaining  provisions  shall not in any way be  affected  or  impaired
thereby.

     3.5 Amendment and Waiver.

          (a) This  Agreement may be amended or modified only upon the written
     consent of the Company and the Holders of at least  two-thirds  (66 2/3%)
     of the Registrable Securities.

          (b) The  obligations  of the  Company  and the rights of the Holders
     under this  Agreement may be waived only with the written  consent of the
     Holders of at least  sixty-six  and  two-thirds  percent (66 2/3%) of the
     Registrable Securities.

     3.6  Delays or  Omissions.  It is  agreed  that no delay or  omission  to
exercise any right,  power, or remedy accruing to any Holder, upon any breach,
default or  noncompliance of the Company under this Agreement shall impair any
such right,  power, or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance,  or any acquiescence therein, or of any
similar breach, default or noncompliance  thereafter occurring.  It is further
agreed that any waiver, permit,  consent, or approval of any kind or character
on any  Holder's  part of any  breach,  default  or  noncompliance  under  the
Agreement or any waiver on such Holder's part of any  provisions or conditions
of this Agreement must be in writing and shall be effective only to the extent
specifically  set forth in such  writing.  All  remedies,  either  under  this
Agreement,  by law, or otherwise afforded to Holders,  shall be cumulative and
not alternative.

     3.7  Notices.  All notices  required or permitted  hereunder  shall be in
writing and shall be deemed  effectively  given: (a) upon personal delivery to
the party to be notified,  (b) when sent by confirmed facsimile if sent during
normal business hours of the recipient; if not, then on the next business day,
(c) five (5) days after  having been sent by  registered  or  certified  mail,
return receipt  requested,  postage prepaid,  or (d) one (1) day after deposit
with a nationally recognized overnight courier,  specifying next day delivery,
with written  verification of receipt. All communications shall be sent to the
party to be notified at the  address or  facsimile  number as set forth on the
signature  pages hereof or at such other  address or facsimile  number as such
party may  designate  by ten (10)  days  advance  written  notice to the other
parties hereto.

     3.8 Titles and Subtitles.  The titles of the sections and  subsections of
this  Agreement  are  for  convenience  of  reference  only  and are not to be
considered in construing this Agreement.

     3.9  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which shall be an original,  but all of which  together
shall constitute one instrument.

     3.10  Aggregation of Stock.  All of the  Registrable  Securities  held or
acquired by affiliated  entities or persons  shall be aggregated  together for
the  purpose  of  determining  the  availability  of  any  rights  under  this
Agreement.


<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this  REGISTRATION
RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.


                                        STOCKHOLDERS:

ANDREW CORPORATION                      PEQUOT PRIVATE EQUITY FUND III, L.P.

                                        By:  Pequot Capital Management, Inc.,
     By:    /s/ Floyd L. English             its Investment Manager
     Title: Chairman and CEO

Address:  10500 West 153rd Street       By: /s/ Kevin E. O'Brien
          Orland Park, Illinois 60462        ---------------------------------
          Attention: Floyd L. English   Name:   Kevin E. O'Brien
          Telephone: 708-349-3300       Title:  General Counsel
          Telecopy:  708-349-5294
                                        Address: c/o Carol Holley
                                                 Amber Tencic
                                                 Pequot Capital Management, Inc.
                                                 500 Nyala Farm Road
                                                 Westport, CT 06880
                                                 Fax: 203-291-5563


                                        PEQUOT OFFSHORE PRIVATE EQUITY
                                        PARTNERS III, L.P.

                                        By:  Pequot Capital Management, Inc.,
                                             its Investment Manager

                                        By:  /s/ Kevin E. O'Brien
                                             ---------------------------------
                                        Name:   Kevin E. O'Brien
                                        Title:  General Counsel

                                        Address: c/o Carol Holley
                                                 Amber Tencic
                                                 Pequot Capital Management, Inc.
                                                 500 Nyala Farm Road
                                                 Westport, CT 06880
                                                 Fax: 203-291-5563


                                        PEQUOT ENDOWMENT FUND, L.P.

                                        By:  Pequot Capital Management, Inc.,
                                             its Investment Manager

                                        By:  /s/ Kevin E. O'Brien
                                             ---------------------------------
                                        Name:   Kevin E. O'Brien
                                        Title:  General Counsel

                                        Address: c/o Carol Holley
                                                 Amber Tencic
                                                 Pequot Capital Management, Inc.
                                                 500 Nyala Farm Road
                                                 Westport, CT 06880
                                                 Fax: 203-291-5563


                                        NV PARTNERS II LP

                                        By:  New Venture Partners LLC,
                                             its General Partner

                                        By:  /s/ Andrew Garman
                                             ---------------------------------
                                        Name:   Andrew Garman
                                        Title:  Managing Partner

                                        Address: c/o Andrew Garman
                                                 Dror Futter
                                                 New Venture Partners LLC
                                                 98 Floral Avenue
                                                 Murray Hill, NJ 07974
                                                 Fax: 908-464-8129


                                        JOHN J. MACK

                                             /s/ John J. Mack
                                        ---------------------------------
                                                 John J. Mack

                                        Address: c/o Credit Suisse First Boston
                                                 11 Madison Avenue
                                                 New York, NY 10010
                                                 Fax: 212-325-1425




02720.0001 #330247


