<SUBMISSION>
<ACCESSION-NUMBER>0000919574-02-001129
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20020613
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>PEQUOT CAPITAL MANAGEMENT INC/CT/
<CIK>0001071955
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>500 NYALA FARMS ROAD
<CITY>WESTPORT
<STATE>CT
<ZIP>06880
<PHONE>2033192246
</BUSINESS-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ANDREW CORP
<CIK>0000317093
<ASSIGNED-SIC>3357
<IRS-NUMBER>362092797
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-31954
<FILM-NUMBER>02678148
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>10500 W 153RD ST
<CITY>ORLAND PARK
<STATE>IL
<ZIP>60462
<PHONE>7083493300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>10500 WEST 153RD ST
<CITY>ORLANDO PARK
<STATE>IL
<ZIP>60462
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>d330274_13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                                (Rule 13d-101)
                   INFORMATION TO BE INCLUDED IN STATEMENTS
                FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                    THERETO FILED PURSUANT TO RULE 13d-2(a)



                              ANDREW CORPORATION
------------------------------------------------------------------------------
                               (Name of Issuer)

                    Common Stock, par value $.01 per share
------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                   034425108
------------------------------------------------------------------------------
                                (CUSIP Number)

                        Pequot Capital Management, Inc.
                              500 Nyala Farm Road
                          Westport, Connecticut 06880
                            Attn: Kevin E. O'Brien
                                (203) 429-2200
------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                 June 4, 2002
------------------------------------------------------------------------------
                     (Date of Event which Requires Filing
                              of this Statement)

If the filing  person has  previously  filed a statement  on  Schedule  13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this  schedule  because of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check the
following box [ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule  13d-7 for other
parties to whom copies are to be sent.

The  information  required  on the  remainder  of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities  Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,  see
the Notes).

                        (Continued on following pages)


<PAGE>


                                                             Page 2 of 6 Pages

CUSIP No. 034425108                   13D

------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

       Pequot Capital Management, Inc.
       06-1524885

------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [ ]
                                                             (b)  [ ]

------------------------------------------------------------------------------
   3   SEC USE ONLY



------------------------------------------------------------------------------
   4   SOURCE OF FUNDS*

       00

------------------------------------------------------------------------------
   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) OR 2(e)                                         [  ]


------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION

       Connecticut

------------------------------------------------------------------------------
    NUMBER OF     7    SOLE VOTING POWER                6,926,444
     SHARES
  BENEFICIALLY
    OWNED BY    --------------------------------------------------------------
      EACH        8    SHARED VOTING POWER                    -0-
   REPORTING
    PERSON
      WITH      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER           6,926,444

                --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER               -0-

------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       6,926,444

------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [ ]

------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       7.1%

------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON*

       IA

------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT.


<PAGE>


Item 1. Security and Issuer.

     This  statement  (the  "Schedule  13D")  relates  to the shares of common
stock, $.01 par value ("Shares") of Andrew Corporation, a Delaware corporation
(the "Company").  The Company's principal executive office is located at 10500
West 153rd Street, Orland Park, Illinois 60462.

Item 2. Identity and Background.

     This  statement  is being filed on behalf of Pequot  Capital  Management,
Inc., a  Connecticut  corporation  (the  "Reporting  Person").  The  principal
business of the Reporting Person, an investment  adviser  registered under the
Investment  Advisers Act of 1940, is to act as  investment  adviser to certain
managed accounts (the "Accounts").

     The  executive  officers of the  Reporting  Person are Messrs.  Arthur J.
Samberg  and Kevin E.  O'Brien;  the  directors  of the  Reporting  Person are
Messrs.  Samberg and O'Brien;  and the controlling  shareholder is Mr. Samberg
(collectively,  the "Executive Officers,  Directors and Controlling  Person").
The  business  address of the  Reporting  Person and the  Executive  Officers,
Directors and Controlling Person is 500 Nyala Farm Road, Westport, CT 06880.

     Neither the Reporting Person nor any of the Executive Officers, Directors
and  Controlling  Person have,  during the last five years,  been convicted in
criminal proceedings (excluding traffic violations or similar misdemeanors).

     Neither the Reporting Person nor any of the Executive Officers, Directors
and  Controlling  Person have,  during the last five years,  been a party to a
civil   proceeding  of  a  judicial  or   administrative   body  of  competent
jurisdiction  which  resulted in a judgment,  decree or final order  enjoining
future  violations  of, or  prohibiting  or  mandating  activities  subject to
federal or state securities laws or finding any violation with respect to such
laws.

     Each of the Executive Officers, Directors and the Controlling Person is a
citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

     On  February  18,  2002,  Celiant  Corporation,  a  Delaware  corporation
("Celiant"),  the Company, and Ptolemy Acquisition Co., a Delaware corporation
and wholly owned  subsidiary of the Company  ("Sub") entered into an Agreement
and Plan of Merger (the "Merger Agreement"),  pursuant to which Celiant merged
with and into Sub (the "Merger") effective on June 4, 2002.

     Pursuant to the Merger  Agreement,  the shares of Celiant preferred stock
owned  by each of the  Accounts  (collectively,  the  "Investors"  and each an
"Investor")  were  converted into and exchanged for a combination of Shares of
the Company and cash.  As a result of the Merger the Accounts  hold  6,926,444
shares of common stock of the Company.

     Under Rule 13d-3 under the Securities Exchange Act of 1934, the Reporting
Person is deemed to be the  beneficial  owner of the  6,926,444  Shares of the
Company  in the  aggregate  in the  accounts  of the  Investors  for which the
Reporting Person exercises investment discretion.

Item 4. Purpose of Transaction.

     The Reporting Person acquired the Shares  beneficially  owned by it as an
investment  and in the  ordinary  course of  business.  The  Reporting  Person
intends  to  review  on a  continuing  basis its  investment  in the  Company,
including the Company's  business,  financial  condition and operating results
and general market and industry  conditions  and, based upon such review,  may
acquire  additional  Shares  or  dispose  of  Shares  in the open  market,  in
privately negotiated transactions or in any other lawful manner.

     Pursuant  to the Merger  Agreement,  the Company  agreed to increase  the
Board of Directors of the Company by two persons and the Investors  were given
the right to fill one of such vacancies by designating one person to the Board
of Directors.  An employee of the Reporting Person was elected to the Board of
Directors on June 5, 2002.

     Pursuant to the Registration  Rights Agreement,  dated as of June 4, 2002
(the "Registration Rights Agreement"), by and among the Company, the Investors
and the other  stockholders  of Celiant,  the  Company has agreed to file,  as
promptly  as  practicable  following  the  effective  date  of the  Merger,  a
registration statement on Form S-3 (the "Registration Statement") covering the
Shares issued to the Investors  and the other  stockholders  of Celiant in the
Merger (the "Registrable Securities"), and to keep such Registration Statement
continuously  effective  for two years  following  the  effective  date of the
Merger.  During the first year following the Merger,  no holder of Registrable
Securities  may  sell  under  the  Registration   Statement  more  Registrable
Securities  than would be permitted by Rule 144(e) under the Securities Act of
1933 (assuming such  securities  were subject  thereto).  In addition,  if the
Company  proposes to register any of its securities by registration  under the
Securities  Act of 1933,  it has agreed to include  in such  registration  the
Shares requested to be included in such  registration by the Investors and the
other holders, subject to certain limitations.

     The  foregoing  description  of  portions  of the  Merger  Agreement  and
Registration  Rights Agreement is not intended to be complete and is qualified
in its entirety by the complete texts of the Merger Agreement and Registration
Rights Agreement,  which are incorporated  herein by reference.  Copies of the
Merger Agreement and Registration Rights Agreement are being filed herewith as
exhibits.

     Except as set forth above,  neither the Reporting Person nor, to the best
knowledge of the Reporting Person,  any of the Executive  Officers,  Directors
and  Controlling  Person,  has any plans or proposals which relate to or would
result in the types of transactions set forth in the subparagraphs (a) through
(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)  As of the date hereof,  the  Reporting  Person  beneficially  owns in the
     aggregate  6,926,444  Shares,  representing  approximately  7.1%  of  the
     Company's issued and outstanding  Shares.  (The foregoing  calculation is
     based  on  98,081,843  Shares  issued  and  outstanding,  which  includes
     81,803,038 shares issued and outstanding  according to the Company's most
     recent report on Form 10-Q filed May 13, 2002 and the  16,278,805  Shares
     issued by the Company pursuant to the Merger Agreement.)

(b)  The Reporting Person has the sole power to vote, direct the vote, dispose
     and direct the disposition of these Shares.

(c)  Except as  described  above,  the  Reporting  Person has not effected any
     transactions in the securities of the Company during the past sixty days.

(d)  Each of the Investors has the right to receive  dividends  from,  and the
     proceeds from the sale of, Shares held by it.

(e)  Not applicable.

Item 6. Contracts, Arrangements,  Understandings or Relationships with Respect
        to Securities of the Issuer.

     Other than as described in Items 3 and 4,  neither the  Reporting  Person
nor any of the Executive Officers, Directors and Controlling Person is a party
to any contract,  arrangement,  understanding or relationship  with respect to
any securities of the Company, including but not limited to transfer or voting
of any of the  securities,  finder's  fees,  joint  ventures,  loan or  option
agreements,  puts or calls,  guarantees  of profits,  divisions  of profits or
losses or the giving or withholding of proxies.

Item 7. Material to be filed as Exhibits

     Agreement and Plan of Merger, dated as of February 18, 2002, by and among
Celiant Corporation, Andrew Corporation and Ptolemy Acquisition Co.

     Registration  Rights  Agreement,  dated as of June 4, 2002,  by and among
Andrew Corporation and the stockholders of Celiant Corporation named therein.


<PAGE>


                                   Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the  information  set  forth in this  statement  is  true,  complete  and
correct.

Dated: June 12, 2002
                                              PEQUOT CAPITAL MANAGEMENT, INC.


                                              /s/Kevin E. O'Brien
                                              -------------------------------
                                              Kevin E. O'Brien
                                              General Counsel




02720.0001 #330274


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>d330250_ex-99.txt
<DESCRIPTION>EX-99A AGREEMENT AND PLAN OF MERGER
<TEXT>


                         AGREEMENT AND PLAN OF MERGER

                                 by and among

                             CELIANT CORPORATION,

                              ANDREW CORPORATION

                                      and

                            PTOLEMY ACQUISITION CO.

                         DATED AS OF FEBRUARY 18, 2002


<PAGE>


                               TABLE OF CONTENTS

                                                                          Page


ARTICLE I.     THE MERGER....................................................1
   Section 1.1.   The Merger.................................................1
   Section 1.2.   Effective Time of the Merger...............................1
   Section 1.3.   Closing....................................................2

ARTICLE II.    EFFECTS OF THE MERGER.........................................2
   Section 2.1.   Certificate of Incorporation...............................2
   Section 2.2.   By-Laws....................................................2
   Section 2.3.   Directors and Officers of Surviving Corporation............2
   Section 2.4.   Directors and Officers of the Company......................2

ARTICLE III.   CONVERSION OF SHARES..........................................3
   Section 3.1.   Merger Consideration.......................................3
   Section 3.2.   Exchange of Merger Consideration; Procedures...............4
   Section 3.3.   Dividends..................................................4
   Section 3.4.   No Fractional Shares.......................................4
   Section 3.5.   Closing of Celiant Transfer Books..........................5
   Section 3.6.   Further Assurances.........................................5

ARTICLE IV.    REPRESENTATIONS AND WARRANTIES OF CELIANT.....................5
   Section 4.1.   Organization and Qualification of Celiant..................5
   Section 4.2.   Authorization..............................................5
   Section 4.3.   Capitalization.............................................6
   Section 4.4.   Title and Condition of Assets..............................6
   Section 4.5.   Real Property..............................................7
   Section 4.6.   Contracts and Commitments..................................7
   Section 4.7.   Permits....................................................9
   Section 4.8.   No Conflict or Violation; Consents.........................9
   Section 4.9.   Absence of Certain Changes................................10
   Section 4.10.  Litigation; Etc...........................................10
   Section 4.11.  Undisclosed Liabilities...................................11
   Section 4.12.  Compliance with Law.......................................11
   Section 4.13.  Proprietary Rights........................................11
   Section 4.14.  Employees.................................................12
   Section 4.15.  Employee Benefit Plans....................................13
   Section 4.16.  Environmental Liability...................................13
   Section 4.17.  Tax Matters...............................................14
   Section 4.18.  Financial Statements......................................15
   Section 4.19.  Insurance.................................................16
   Section 4.20.  Brokers...................................................16
   Section 4.21.  Affiliate and Certain Other Transactions..................16
   Section 4.22.  Bank Accounts and Powers of Attorney......................16
   Section 4.23.  Disclosure................................................16

ARTICLE V.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SUB........17
   Section 5.1.   Organization and Qualification of the Company.............17
   Section 5.2.   Authorization.............................................17
   Section 5.3.   Capitalization............................................17
   Section 5.4.   Title and Condition of Assets.............................18
   Section 5.5.   Permits...................................................18
   Section 5.6.   No Conflict or Violation; Consents........................18
   Section 5.7.   Reports...................................................19
   Section 5.8.   SEC Filings; Financial Statements.........................19
   Section 5.9.   Absence of Certain Changes................................19
   Section 5.10.  Litigation; Etc...........................................20
   Section 5.11.  Undisclosed Liabilities...................................20
   Section 5.12.  Compliance with Law.......................................20
   Section 5.13.  Brokers...................................................20
   Section 5.14.  Employee Benefit Plans....................................20
   Section 5.15.  Environmental Liability...................................21
   Section 5.16.  Tax Matters...............................................21
   Section 5.17.  Contracts.................................................22
   Section 5.18.  Financing.................................................23
   Section 5.19.  Proprietary Rights........................................23
   Section 5.20.  Disclosure................................................24

ARTICLE VI.    CONDUCT OF BUSINESS PENDING THE MERGER.......................24
   Section 6.1.   Conduct of Business by Celiant Pending the Merger.........24
   Section 6.2.   Conduct of Business by the Company Pending the Merger.....26
   Section 6.3.   Conduct of Business by Sub Pending the Merger.............27

ARTICLE VII.   ADDITIONAL AGREEMENTS........................................27
   Section 7.1.   Access and Information....................................27
   Section 7.2.   No Other Negotiations.....................................27
   Section 7.3.   Stockholder Approval......................................29
   Section 7.4.   Best Efforts..............................................29
   Section 7.5.   Voting Agreement..........................................30
   Section 7.6.   Public Announcements......................................30
   Section 7.7.   Celiant Stock Options.....................................30
   Section 7.8.   Expenses..................................................30
   Section 7.9.   Listing Application.......................................30
   Section 7.10.  Supplemental Disclosure...................................30
   Section 7.11.  Conveyance Taxes..........................................31
   Section 7.12.  Celiant Employees.........................................31
   Section 7.13.  Celiant Tax Opinion Certificate...........................31
   Section 7.14.  Company Tax Opinion Certificate...........................31
   Section 7.15.  Other Tax-Related Certificates............................31
   Section 7.16.  Other Tax Matters.........................................31

ARTICLE VIII.  CONDITIONS TO CONSUMMATION OF THE MERGER.....................32
   Section 8.1.   Conditions to Each Party's Obligation to Effect the
                  Merger....................................................32
   Section 8.2.   Conditions to Obligation of the Company and Sub to
                  Effect the Merger.........................................33
   Section 8.3.   Conditions to Obligation of Celiant to Effect the
                  Merger....................................................34

ARTICLE IX.    TERMINATION..................................................35
   Section 9.1.   Termination...............................................35
   Section 9.2.   Effect of Termination.....................................36

ARTICLE X.     GENERAL PROVISIONS...........................................37
   Section 10.1.  Certain Definitions.......................................37
   Section 10.2.  Amendment and Modification................................38
   Section 10.3.  Waiver....................................................38
   Section 10.4.  Survivability; Investigations.............................38
   Section 10.5.  Notices...................................................38
   Section 10.6.  Descriptive Headings; Interpretation......................39
   Section 10.7.  Entire Agreement; Assignment..............................39
   Section 10.8.  Governing Law.............................................39
   Section 10.9.  Severability..............................................39
   Section 10.10. Specific Performance......................................40
   Section 10.11. Counterparts..............................................40


<PAGE>


                         AGREEMENT AND PLAN OF MERGER

     AGREEMENT  AND  PLAN OF  MERGER,  dated as of  February  18,  2002  (this
"Agreement"),  by  and  among  Celiant  Corporation,  a  Delaware  corporation
("Celiant"),  Andrew Corporation,  a Delaware  corporation (the "Company") and
Ptolemy Acquisition Co., a Delaware  corporation and a wholly owned subsidiary
of the Company ("Sub").

     WHEREAS,  the Boards of Directors of the Company and Sub and Celiant deem
it advisable and in the best interests of their respective  stockholders  that
Celiant  merge with and into Sub pursuant to the terms and  conditions of this
Agreement,  and, in  furtherance  thereof,  such Boards of Directors  (and the
Company as the sole  stockholder  of Sub) have approved this Agreement and the
merger  of  Celiant  with and into Sub in  accordance  with the  terms of this
Agreement  and the  General  Corporation  Law of the  State of  Delaware  (the
"DGCL"); and

     WHEREAS,  concurrently  with the execution and delivery of this Agreement
and as a condition and  inducement to the Company's  willingness to enter into
this Agreement,  each of the stockholders of Celiant (the  "Stockholders")  is
entering  into an agreement  with the Company in the form  attached  hereto as
Exhibit A (the "Voting Agreement") to vote all of its shares of Celiant Common
Stock (as  defined  herein) and Celiant  Preferred  Stock (as defined  herein)
according to the terms set forth in the Voting Agreement; and

     WHEREAS, for federal income tax purposes,  it is intended that the Merger
(as defined  herein)  shall  qualify as a tax-free  reorganization  within the
meaning of Section  368(a) of the Internal  Revenue  Code of 1986,  as amended
(the "Code") and that this Agreement constitute a plan of reorganization;

     NOW,  THEREFORE,  in  consideration  of the foregoing and the  respective
representations,  warranties,  covenants and agreements set forth herein,  the
parties, intending to be legally bound, agree as follows:

                                  ARTICLE I.
                                  THE MERGER

     Section  1.1.  The Merger.  In  accordance  with the  provisions  of this
Agreement  and the DGCL,  at the  Effective  Time (as defined in Section 1.2),
Celiant  shall be  merged  with and into  Sub  (the  "Merger"),  the  separate
existence of Celiant  shall  thereupon  cease,  and Sub shall be the surviving
corporation  in  the  Merger  (sometimes  hereinafter  called  the  "Surviving
Corporation") and shall continue its corporate existence under the laws of the
State of Delaware as a wholly  owned  subsidiary  of the  Company.  The Merger
shall have the effects set forth in Section 259 of the DGCL.

     Section  1.2.  Effective  Time of the  Merger.  The Merger  shall  become
effective at the time of filing of a properly  executed  Certificate of Merger
in the form required by and executed in accordance  with the provisions of the
DGCL.  The  parties  to this  Agreement  shall  cause  such  filing to be made
simultaneously with the Closing (as defined in Section 1.3). When used in this
Agreement, the term "Effective Time" shall mean the date and time at which the
Merger shall become effective.

     Section  1.3.  Closing.   Subject  to  Section  9,  the  closing  of  the
transactions  contemplated by this Agreement (the "Closing")  shall take place
at the offices of Gardner,  Carton & Douglas,  321 N. Clark  Street,  Chicago,
Illinois on (a) the later to occur of (i) the second  business  day  following
the  date on  which  all of the  conditions  set  forth  in  Article  VIII are
satisfied  or waived or (ii) June 3,  2002,  or (b) on such  other date and at
such other time and place as Celiant and the  Company  shall agree (such date,
the "Closing Date").

                                  ARTICLE II.
                             EFFECTS OF THE MERGER

     Section  2.1.   Certificate   of   Incorporation.   The   Certificate  of
Incorporation  of Sub in effect at the Effective Time shall be the Certificate
of Incorporation of the Surviving Corporation until amended in accordance with
applicable  law,  except that the name of the Surviving  Corporation  shall be
"Celiant Corporation".

     Section 2.2.  By-Laws.  The By-Laws of Sub as in effect at the  Effective
Time  shall be the  By-Laws  of the  Surviving  Corporation  until  amended in
accordance with applicable law.

     Section 2.3. Directors and Officers of Surviving Corporation.

          (a) Floyd L. English,  Charles R. Nicholas and Ralph E. Faison shall
be the initial  directors  of the  Surviving  Corporation  and each shall hold
office from the Effective Time until his respective  successor is duly elected
or  appointed  and  qualified  in the manner  provided in the  Certificate  of
Incorporation or By-Laws of the Surviving Corporation or as otherwise provided
by law.

          (b) The officers of Celiant at the Effective  Time,  who shall be as
set  forth on  Exhibit  B,  shall be the  initial  officers  of the  Surviving
Corporation and each shall hold office until his respective  successor is duly
elected or appointed and qualified in the manner  provided in the  Certificate
of  Incorporation  or By-Laws of the  Surviving  Corporation  or as  otherwise
provided by law.

Section 2.4. Directors and Officers of the Company.

          (a)  The  directors  of the  Company  at the  Effective  Time  shall
continue as the directors of the Company after the Effective Time; except that
the  Company  shall cause the number of  directors  serving on its board to be
increased  to ten (10) and cause Ralph E. Faison and Gerald Poch to be elected
to the board  and each  shall  hold  office  from the  period  commencing  one
business day after the Effective Time until his  respective  successor is duly
elected or appointed and qualified in the manner  provided in the  Certificate
of Incorporation or By-Laws of the Company or as otherwise provided by law.

          (b) The officers of the Company at the Effective Time shall continue
as the  officers  of the  Company  after the  Effective  Time except that such
employees  of Celiant as the  parties  may agree  prior to  execution  of this
Agreement  (including  without  limitation  Ralph E.  Faison,  who will become
President  and Chief  Operating  Officer),  will be  appointed  to  designated
officer positions of the Company one business day after the Effective Time and
each shall hold  office  until his  respective  successor  is duly  elected or
appointed  and  qualified  in  the  manner  provided  in  the  Certificate  of
Incorporation or By-Laws of the Company or as otherwise provided by law.

                                 ARTICLE III.
                             CONVERSION OF SHARES

Section 3.1. Merger Consideration.

          (a) At the  Effective  Time and  subject to the  provisions  of this
Article  III, by virtue of the Merger and  without  any further  action on the
part of any holder thereof,  all of the issued and outstanding  Celiant Common
Stock and the Celiant  Preferred  Stock (as defined  below) shall be converted
and exchanged for the right to receive merger  consideration  in the aggregate
of $119,621,923 in cash and 16,278,805  shares of Common Stock of the Company,
par value  $0.01 per share (the  "Company  Common  Stock")  (collectively  the
"Merger Consideration").

               (i) The  registered  holders of Common  Stock of  Celiant,  par
value $.01 per share  (the  "Celiant  Common  Stock")  issued and  outstanding
immediately  prior  to the  Effective  Time  (other  than  shares  as to which
dissenters'  rights  shall  have  been  duly  demanded  pursuant  to the  DGCL
("Dissenting  Shares"))  shall have such  shares  converted  into the right to
receive,  in the aggregate,  $4.735360195 in cash to be allocated as set forth
on Schedule 3.1, payable immediately upon the surrender of the certificate (or
a lost  security  affidavit in form  reasonably  satisfactory  to the Company)
formerly  representing  such share of Celiant Common Stock in accordance  with
Section 3.2 of this Agreement;

               (ii) The registered holders of Preferred Stock of Celiant,  par
value $0.01 per share (the "Celiant Preferred Stock"),  issued and outstanding
immediately prior to the Effective Time (including,  without  limitation,  PIK
Shares (as defined in the Amended and Restated Certificate of Incorporation of
Celiant)  corresponding  to such Preferred  Stock and accrued through the date
hereof but  excluding  Dissenting  Shares)  shall in the  aggregate  have such
shares converted into the right to receive $119,621,918 in cash and 16,278,805
shares of Company Common Stock, such portion of the Merger Consideration to be
allocated as set forth on Schedule 3.1, payable immediately upon the surrender
of the certificate formerly representing such share of Celiant Preferred Stock
(or lost security affidavit in form reasonably satisfactory to the Company) in
accordance with Section 3.2 of this Agreement;

          (b) The holders of Dissenting  Shares,  if any, shall be entitled to
payment by the  Company of the fair value of such shares in cash to the extent
permitted by and in accordance with the provisions of Section 262 of the DGCL;
provided, however, that (i) if any holder of Dissenting Shares shall deliver a
written  withdrawal of such holder's demand for the fair value of such shares,
or (ii) if any holder fails to establish  such holder's  entitlement to rights
to payment as provided in such Section 262 of the DGCL, such holder or holders
(as the case may be) shall  forfeit  such right to payment for such shares and
such shares shall  thereupon be deemed to have been  converted into the Merger
Consideration  pursuant to Section  3.1(a)  and/or  3.1(b) as of the Effective
Time.  The Company shall be solely  responsible  for, and shall pay out of its
own funds,  any amounts  which become due and payable to holders of Dissenting
Shares. Celiant shall notify the Company of each demand for dissenters' rights
under the DGCL promptly after such demand is received by Celiant.

     Section  3.2.  Exchange  of  Merger  Consideration;  Procedures.  At  the
Closing,  each of the Stockholders will deliver the certificates  representing
their  shares  of  Celiant  Common  Stock and  Celiant  Preferred  Stock  (the
"Certificates")  that were  converted  pursuant to Section 3.1 into the Merger
Consideration  and the  Company  will  deliver  to each  such  Stockholder  in
exchange therefor, the portion of the aggregate Merger Consideration set forth
opposite such  Stockholder's  name on Schedule 3.1, after giving effect to any
required tax withholdings, as well as cash in lieu of any fractional shares of
the Company  Common Stock to which such  Stockholder  is entitled  pursuant to
Section 3.4 and any dividends or  distributions  to which such  Stockholder is
entitled pursuant to Section 3.3. The Certificate(s)  surrendered  pursuant to
this  Section  3.2  shall  forthwith  be  cancelled.   Until   surrendered  as
contemplated by this Section 3.2, each  Certificate,  other than  Certificates
evidencing  Dissenting Shares, shall be deemed at any time after the Effective
Time to  represent  only the right to receive upon such  surrender  the Merger
Consideration,  cash in lieu of any fractional  shares of Company Common Stock
and any dividends or  distributions,  which may be payable pursuant to Section
3.3 hereof.

     Section 3.3.  Dividends.  No dividends or distributions that are declared
on shares of Company Common Stock will be paid to persons  entitled to receive
certificates  representing  shares of Company  Common Stock until such persons
surrender their Certificates.  Upon such surrender, there shall be paid to the
person in whose  name the  certificates  representing  such  shares of Company
Common Stock shall be issued,  any dividends or distributions  with respect to
such shares of Company  Common  Stock which have a record date on or after the
Effective  Time and shall have become  payable  between the Effective Time and
the time of such  surrender.  In no event shall the person entitled to receive
such  dividends  or  distributions  be  entitled  to receive  interest on such
distribution or dividend.

     Section 3.4. No Fractional  Shares. No certificates or scrip representing
fractional  shares of Company  Common Stock shall be issued upon the surrender
for exchange of Certificates,  and such fractional interests shall not entitle
the owner  thereof to vote or to any rights of a security  holder.  In lieu of
any such  fractional  shares,  each holder of Celiant  Common Stock or Celiant
Preferred  Stock who would  otherwise  have been  entitled  to a fraction of a
share of Company  Common Stock upon  surrender of such  holder's  Certificates
will be entitled to receive a cash payment  (without  interest)  determined by
multiplying  (i) the fractional  interest to which such holder would otherwise
be entitled (after taking into account all shares of Company Common Stock then
held of record by such  holder) and (ii) the average of the per share  closing
prices for Company Common Stock on the Nasdaq  National Market ("NNM") for the
25 trading days immediately preceding the date hereof.

     Section 3.5.  Closing of Celiant  Transfer  Books. At the Effective Time,
the stock  transfer books of Celiant shall be closed and no transfer of shares
of Celiant Common Stock or Celiant  Preferred Stock shall  thereafter be made.
If, after the Effective Time,  Certificates are presented to the Company, they
shall be cancelled and exchanged as provided in this Article III.

     Section  3.6.  Further  Assurances.  If, at any time after the  Effective
Time, the Company shall consider or be advised that any deeds,  bills of sale,
assignments,  assurances  or any other  actions  or things  are  necessary  or
desirable to vest,  perfect or confirm of record or otherwise in the Surviving
Corporation  its right,  title or interest  in, to or under any of the rights,
properties  or assets of Celiant  acquired or to be acquired by the  Surviving
Corporation as a result of, or in connection  with, the Merger or otherwise to
carry out this  Agreement,  the officers of the Company shall be authorized to
execute and deliver,  in the name and on behalf of Celiant or  otherwise,  all
such deeds,  bills of sale,  assignments and assurances and to take and do, in
such names and on such  behalves  or  otherwise,  all such other  actions  and
things as may be reasonably necessary or desirable to vest, perfect or confirm
any and all right, title and interest in, to and under such rights, properties
or assets in the Surviving  Corporation or otherwise to carry out the purposes
of this Agreement.

                                  ARTICLE IV.
                   REPRESENTATIONS AND WARRANTIES OF CELIANT

     Celiant hereby represents and warrants to the Company and Sub as follows:

     Section 4.1. Organization and Qualification of Celiant.

          (a) Celiant is a corporation duly organized, validly existing and in
good  standing  under  the laws of the  state  of  Delaware.  Celiant  has all
requisite  corporate power and authority to own or lease all of its properties
and assets and to conduct its  business  (the  "Business")  as it is now being
conducted,  and Celiant is duly licensed or qualified to do business and is in
good standing in each  jurisdiction in which the nature of the Business or the
character or location of the properties and assets owned or leased by it makes
such  licensing or  qualification  necessary,  except for those  jurisdictions
where the failure to be so  qualified  or  licensed or to be in good  standing
individually  or in the aggregate  could not  reasonably be expected to have a
Material  Adverse  Effect  on  Celiant.  Celiant  has no  direct  or  indirect
subsidiaries  and has no equity  interest  in any other  Person.  Correct  and
complete copies of the Certificate of Incorporation and By-Laws of Celiant, as
currently in effect, have been provided to the Company by Celiant.

          (b) The corporate minute books of Celiant  accurately reflect in all
material  respects all actions taken by the board of directors,  including any
committees,  and the  stockholders  of Celiant.  Celiant  has  provided to the
Company a copy of the minute  books of Celiant that is correct and complete in
all material respects.

     Section 4.2. Authorization. Celiant has the requisite corporate power and
authority to execute and deliver this  Agreement,  and subject to  Stockholder
Approval (as hereinafter defined), to consummate the transactions contemplated
by this  Agreement.  The  execution  and  delivery of this  Agreement  and the
consummation of the transactions contemplated by this Agreement have been duly
and validly  approved by the Celiant  board of directors.  No other  corporate
proceedings on the part of Celiant are necessary to approve this Agreement or,
except  for  the  Stockholder   Approval,   to  consummate  the   transactions
contemplated  by this  Agreement.  This  Agreement  has been duly and  validly
executed  and  delivered  by Celiant  and  constitutes  the valid and  binding
obligation of Celiant,  enforceable  against  Celiant 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).

     Section 4.3.  Capitalization.  The  authorized  capital  stock of Celiant
consists  of  (a)  129,583,333   shares  of  Celiant  Common  Stock,  and  (b)
104,583,333  shares of Celiant Preferred Stock of which 50,416,666 shares have
been designated as "Series A-1 Convertible  Participating Preferred Stock" and
54,166,667   shares  have  been   designated   as  "Series   A-2   Convertible
Participating  Preferred Stock." As of the date hereof, (i) 1 share of Celiant
Common Stock is issued and  outstanding,  (ii)  36,666,666  (and  assuming the
issuance of the PIK Shares on the date hereof 38,109,954) shares of Series A-1
Preferred  Stock of Celiant are issued and  outstanding  and (iii)  41,666,667
(and  assuming the  issuance of the PIK Shares on the date hereof  43,461,188)
shares of Series A-2 Preferred Stock of Celiant are issued and outstanding. As
of the date hereof, 25,000,000 shares of Celiant Common Stock are reserved for
issuance  pursuant to the FS Corp.  2001 Stock Option Plan (the "Celiant Stock
Option Plan"). Except as set forth on Schedule 4.3, the issued and outstanding
shares of Celiant's capital stock have been duly authorized and validly issued
and are fully paid,  nonassessable and free of statutory preemptive rights and
contractual   stockholder   preemptive  rights,  with  no  personal  liability
attaching  to the  ownership  thereof.  Except as set forth on  Schedule  4.3,
Celiant  does  not have and is not  bound  by any  outstanding  subscriptions,
options, voting trusts,  convertible securities,  warrants, calls, commitments
or agreements  of any character or kind calling for the purchase,  issuance or
grant  of any  additional  shares  of its  capital  stock or  restricting  the
transfer of its capital  stock.  Schedule  4.3 contains a complete and correct
list of (i) the name of each holder of an option,  warrant or right to acquire
capital  stock or other  securities  of Celiant,  (ii) the number of shares of
capital  stock (or  number,  principal  amount  and type of other  securities)
subject to each such  option,  warrant or right,  (iii) the  current  exercise
price (per share or otherwise) of each such option,  warrant or right and (iv)
a vesting schedule for such options, warrants or rights.

     Section  4.4.  Title  and  Condition  of  Assets.  Except as set forth in
Schedule 4.4, Celiant has good and merchantable title to, or a valid leasehold
interest in, all of the assets and properties  owned or licensed by Celiant or
as to which Celiant has legally  enforceable  rights to use,  including  those
assets and properties  reflected on the Interim  Balance Sheet (as hereinafter
defined) or acquired by Celiant  after the date of the Interim  Balance  Sheet
(and  excluding  those assets or properties  disposed of by Celiant (y) in the
ordinary course of Business  consistent with past practice or (z) as otherwise
permitted  pursuant  to  the  provisions  of  this  Agreement  (the  "Acquired
Assets"),  free and  clear of all  Liens,  except  for  Permitted  Liens.  The
Acquired  Assets  constitute  all the assets  necessary for the conduct of the
Business  after the  Closing  by the  Surviving  Corporation  in the manner as
presently  conducted by Celiant.  "Interim  Balance Sheet" means the unaudited
balance sheet of Celiant as of December 31, 2001 provided to the Company.

     Section 4.5. Real Property.  Celiant owns no real property.  Schedule 4.5
sets forth all leases,  subleases  and other  agreements  (the "Real  Property
Leases")  under  which  Celiant  uses or  occupies  or has the right to use or
occupy or grants  any other  party the right to use or  occupy,  now or in the
future,  any  real  property.  Correct  and  complete  copies  of all the Real
Property Leases (and all amendments,  supplements and  modifications  thereto)
have been made available to the Company.  Assuming that (A) each Real Property
Lease is legal, valid, binding and enforceable as to each party thereto (other
than Celiant) and (B) each Real Property  Lease is in full force and effect as
to  each  party  thereto  (other  than  Celiant),  each  Real  Property  Lease
constitutes the valid and legally binding obligation of Celiant, except to the
extent   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 is in full force and  effect.  To  Celiant's  knowledge,
each Real Property Lease is legal,  valid,  binding and enforceable as to each
other party thereto. All rent and other sums and charges payable by Celiant as
tenant under each Real Property Lease are current and no termination  event or
condition or uncured  default of a material  nature on the part of Celiant or,
to Celiant's  knowledge,  the landlord,  exists under any Real Property Lease,
and no party has given  notice to  Celiant of an  alleged  material  breach or
default under such Real Property Lease.  Assuming the assumptions described in
the immediately  preceding  clauses (A) and (B) are true and correct,  Celiant
has good and valid  leasehold  interests in each parcel of property  leased by
it, free and clear of all Liens except  Permitted  Liens. No party to any such
Real  Property  Lease has given notice to Celiant of, or made a written  claim
against Celiant with respect to, any material default under such Real Property
Lease.

     Section 4.6. Contracts and Commitments.

          (a) Except as set forth on Schedule  4.6,  Celiant is not a party to
nor is Celiant bound by any written:

               (i) Contract for the employment of any officer of Celiant;

               (ii) Contract under which Celiant has made advances or loans to
any Person, other than advances for business expenses made to employees in the
ordinary course of business;

               (iii) Contract for borrowed money;

               (iv) Contract, other than the Real Property Leases, under which
Celiant  is lessee of or holds or  operates  any  property  owned by any other
Person under which the annual rental payments exceed $100,000;

               (v)  Contract  under which  Celiant is lessor of or permits any
third Person to hold or operate any material  property  owned or controlled by
Celiant;

               (vi)   sales,    distribution,    dealer   or    manufacturer's
representative or franchise Contract;

               (vii)   Contract   (other  than  any  Core   Agreement  or  any
Proprietary  Right  Contract (as defined  below))  prohibiting  or restricting
Celiant  from freely  engaging in any  business or  competing  anywhere in the
world;

               (viii)  Contract  (other  than any Real  Property  Lease,  Core
Agreement or any Contract  evidencing any Proprietary  Right) granting a right
of  first   refusal  or  first   negotiation   or   containing   most  favored
customer/nation or price redetermination or change of control provisions;

               (ix)  Contract  with  any  supplier  containing  any  provision
permitting  any party  other than  Celiant to  renegotiate  the price or other
terms,  or containing  any pay-back,  retroactive  adjustment or other similar
provision, upon the occurrence of a failure by Celiant to meet its obligations
under the Contract  when due or the  occurrence  of any other event  involving
annual consideration of at least $50,000 or $100,000 in the aggregate;

               (x) any capital  leases which involve annual  consideration  in
excess of $25,000;

               (xi)  Contract  (other than any Core  Agreement or any Contract
evidencing  any  Proprietary  Right)  relating to joint ventures or agreements
involving a sharing of profits;

               (xii) Contract (other than any Real Property Lease) relating to
cleanup,   abatement  or  other  actions  in  connection  with   environmental
liabilities;

               (xiii)  Contract  (other  than any Real  Property  Lease,  Core
Agreement,  the Morgan Stanley  Agreement (as defined below) or other Contract
disclosed pursuant to any other provision of this Agreement, including without
limitation,  this Section 4.6(a) and Sections 4.14,  4.15, 4.17, 4.19 or 4.21)
with a term of more than six  months  which (A) is not  terminable  by Celiant
upon 30 days' or less notice at any time  without  penalty and (B)  involves a
consideration in excess of $100,000 per annum; and

               (xiv)  Contract  (other  than any  Real  Property  Lease,  Core
Agreement or any Proprietary Rights Contract),  the consequences of a default,
termination,  non-renewal or acceleration could reasonably be expected to have
a Material Adverse Effect on Celiant.

          (b) Celiant has provided the Company a correct and complete  copy of
each  written  Material  Contract  (as  defined  below),  including,   without
limitation,  the  Contracts  identified  with  an  asterisk  on  Schedule  4.6
(collectively,  the "Core  Agreements").  Except as set forth in Schedule 4.6,
and assuming  that (A) each  Material  Contract is legal,  valid,  binding and
enforceable as to each party thereto (other than Celiant) and (B) each Consent
(as defined below) is obtained and (C) each Material Contract is in full force
and effect as to each party thereto  (other than  Celiant),  (i) each Material
Contract, including, without limitation, the Core Agreements, is legal, valid,
binding,  and enforceable in accordance  with its terms,  except to the extent
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 in full force and effect,  (ii)  Celiant is not,  and, to Celiant's
knowledge,  no other party is, in breach or default of any  Material  Contract
including,  without limitation,  the Core Agreements,  and to the knowledge of
Celiant  no event has  occurred  which  would  constitute  a breach or default
(including  any breach or default  occurring  upon notice or lapse of time, or
both) that would result in or permit termination, modification or acceleration
under  any  Material  Contract  including,   without   limitation,   the  Core
Agreements,  and (iii) Celiant has not, and, to Celiant's knowledge,  no other
party has,  repudiated  any  provision  of any  Material  Contract  including,
without limitation, the Core Agreements.  Except as set forth on Schedule 4.6,
Celiant has not received or issued any notice of termination or non-renewal of
any Material Contract, including, without limitation, the Core Agreements, and
has no knowledge that the other party thereto has an intention to terminate or
fail to renew a Material Contract,  including,  without  limitation,  the Core
Agreements.  "Contract" means any written agreement, personal or real property
lease, contract, note, loan, evidence of indebtedness,  purchase order, letter
of credit, franchise agreement, undertaking, covenant-not-to-compete, license,
instrument,  obligation or commitment:  (a) to which Celiant is a party or (b)
by which Celiant is bound.  "Material Contract" means (i) the Core Agreements,
(ii) each  Contract  evidencing  Proprietary  Rights and (iii)  each  Contract
required to be disclosed on Schedule 4.6, provided that the mere disclosure of
any Contract on Schedule 4.6 shall not be  dispositive  that such  Contract is
required to be disclosed on such Schedule.

     Section  4.7.  Permits.  Celiant has all Permits  required to conduct its
Business as now being conducted,  except any such Permit the absence of which,
individually  or in the aggregate,  could not reasonably be expected to have a
Material  Adverse  Effect on Celiant  ("Material  Permits").  All the Material
Permits are valid and in full force and effect.  There is not now pending, nor
to the best  knowledge  of  Celiant,  threatened,  any  Action  (as  hereafter
defined)  by  any  Person  or by or  before  any  Governmental  Authority  (as
hereafter defined) to revoke, cancel, rescind,  modify, or refuse to renew any
of the Material Permits and, to the knowledge of Celiant, there exist no facts
or  circumstances  that  could  reasonably  be  expected  to give rise to such
Action.  "Permits"  means  all  licenses,  permits,   franchises,   approvals,
authorizations, certificates, registrations, consents or orders of, or filings
with, any Governmental  Authority used or held for use in the operation of the
Business  and all  other  rights  and  privileges  granted  by a  Governmental
Authority  necessary  to allow the  Business to own and  operate its  business
without any violation of law.

     Section 4.8. No Conflict or Violation; Consents.

          (a)  Except  as  set  forth  on  Schedule  4.8  (collectively,   the
"Conflicts"),  the  execution,  delivery  and  performance  by Celiant of this
Agreement, the consummation of the transactions contemplated by this Agreement
and the  compliance by Celiant with any of the  provisions  hereof or thereof,
will not (i) violate or conflict  with any  provision  of the  Certificate  of
Incorporation or By-Laws of Celiant, (ii) violate, conflict with, or result in
a breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both,  would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in
a right of termination or  acceleration  under, or increase the amount payable
by  Celiant  under,  or  result  in the  creation  of any Lien upon any of the
Acquired  Assets  under,  any of the terms,  conditions  or  provisions of any
Material Contract,  including, without limitation, the Core Agreements, or any
Material  Permit (x) to which Celiant is a party or (y) by which Celiant,  the
Acquired Assets or the Business are bound, or (iii) violate any statute, rule,
regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree
or award  applicable  to  Celiant,  except in all  cases  any such  violation,
conflict, default, breach,  termination,  acceleration or creation of any Lien
that,  individually  or in the aggregate,  could not reasonably be expected to
result in a Material Adverse Effect on Celiant.

          (b)  Except  in  connection  with or in  order  to  comply  with the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as amended (the "HSR
Act") or as set forth in Schedule 4.8, no consent,  approval or  authorization
of, or  withholding  of objection on the part of, or filing,  registration  or
qualification with, or notice to (collectively, "Approvals" and, together with
the Approvals  required to remedy or waive the Conflicts,  the "Consents") any
court,  administrative  agency,  commission or other governmental authority or
instrumentality,   whether   federal,   state,   local  or  foreign   (each  a
"Governmental  Authority")  is necessary in connection  with the execution and
delivery by Celiant of this  Agreement and the  performance  by Celiant of the
transactions contemplated by this Agreement.

     Section 4.9.  Absence of Certain  Changes.  Since  September 30, 2001, no
event has occurred which,  individually or in the aggregate,  could reasonably
be  expected  to have a Material  Adverse  Effect on Celiant or the  Business.
Except as set forth in Schedule 4.9, since September 30, 2001, Celiant has not
(i) declared or made any payment or  distribution of cash or other property to
its stockholders  with respect to its capital stock or other equity securities
or  purchased  or  redeemed  any shares of its capital  stock or other  equity
securities  (including  any  warrants,  options or other rights to acquire its
capital stock or other equity securities);  (ii) sold, assigned or transferred
any of  its  tangible  assets,  except  in the  ordinary  course  of  business
consistent with past practice, or canceled any debts or claims; or (iii) sold,
assigned or transferred any Proprietary  Rights (as defined below),  except in
the ordinary course of business consistent with past practice.

     Section 4.10.  Litigation;  Etc. Except as disclosed in Schedule 4.10 and
except for Actions (as defined  below) that could not  reasonably be expected,
individually  or in the aggregate,  to result in a Material  Adverse Effect on
Celiant,  there is no action,  order,  writ,  injunction,  judgment  or decree
outstanding or any claim, suit, litigation, proceeding, hearing labor dispute,
arbitration  action,   governmental  audit  or  investigation   (collectively,
"Actions"):  (i)  pending,  or, to  Celiant's  knowledge,  threatened  against
Celiant or (ii) pending, or, to Celiant's  knowledge,  threatened that seek to
delay, limit or enjoin the transactions contemplated by this Agreement. To the
knowledge  of  Celiant,  there  exists no facts or  circumstances  that  could
reasonably  be  expected  to give rise to an Action of the type  described  in
clause (i) and (ii) above.  Except as set forth on Schedule 4.10 and except as
could not reasonably be expected,  individually or in the aggregate, to have a
Material Adverse Effect on Celiant, Celiant is not in default with respect to,
or subject to, any judgment, order, writ, injunction or decree of any court or
Governmental Authority, and there are no unsatisfied judgments against Celiant
or the Acquired Assets.  None of Celiant nor the Acquired Assets is subject to
any regulatory  restriction or other  restriction of a Governmental  Authority
which  has had,  or  could  reasonably  be  expected,  individually  or in the
aggregate, to have, a Material Adverse Effect on Celiant.

     Section  4.11.  Undisclosed  Liabilities.  Celiant  has  no  liabilities,
obligations  or  commitments  of  any  nature  (whether   absolute,   accrued,
contingent or otherwise and whether matured or unmatured)  required by GAAP to
be reflected in a balance sheet (or  reflected in the notes  thereto) or which
could  reasonably  be expected to have a Material  Adverse  Effect on Celiant,
except (i) liabilities  that are reflected and reserved against on the Interim
Balance Sheet which have not been paid or  discharged  since the date thereof,
(ii) accounts payable and accrued expenses  incurred in the ordinary course of
the Business  consistent with past practice,  (iii) liabilities arising in the
ordinary course of business consistent with past practice,  including, without
limitation, liabilities arising under Contracts or Permits to which Celiant is
a party or to  which  it is bound  (except  for  liabilities  resulting  from,
arising  out of,  relating  to, in the  nature  of, or caused by any breach of
contract,  breach of warranty,  tort,  infringement  or violation of law), and
(iv) liabilities that are otherwise  specifically  disclosed in this Agreement
or the Disclosure Schedules.

     Section  4.12.  Compliance  with Law.  Celiant has not violated and is in
compliance with all laws, statutes, ordinances,  regulations, rules and orders
of any Governmental Authority, and any judgment,  decision, decree or order of
any  Governmental   Authority  other  than  where  such  violation  could  not
reasonably  be expected to have a Material  Adverse  Effect on Celiant.  Since
March 9, 2001, Celiant has not received any written notice to the effect that,
or otherwise been advised in writing that, or is aware that, Celiant is not in
such  compliance  with  any  such  statutes,  regulations,  rules,  judgments,
decrees,  orders,  ordinances or other laws, and Celiant has no knowledge that
any existing  circumstances are reasonably likely to result in such violations
of any of the foregoing.

     Section 4.13. Proprietary Rights.

          (a) Schedule 4.13  identifies  or refers to each patent,  trademark,
service mark,  trade name,  assumed  name,  copyright,  trade secret,  license
(other than "shrink-wrap" or downloadable licenses for commercially  available
software)  to or from third  Persons  with  respect  to any of the  foregoing,
applications  to register or  registrations  of any of the  foregoing or other
material  intellectual property rights which are owned or used by or have been
issued to  Celiant,  other than any of the  foregoing,  the  absence of which,
individually  or in the  aggregate,  could  reasonably  be  expected to have a
Material Adverse Effect on Celiant  (collectively,  the "Proprietary  Rights")
and all Contracts  evidencing such Proprietary Rights (the "Proprietary Rights
Contracts").  Celiant has provided to the Company  true,  correct and complete
lists  of  all  patents,  trademarks,  copyrights,   registrations,   permits,
agreements and  applications  owned by Celiant and evidencing the  Proprietary
Rights.  Celiant has provided to the Company true, correct and complete copies
of all  US-issued  patents,  trademarks  and  applications  therefor  owned by
Celiant and evidencing the Proprietary Rights. Except as set forth in Schedule
4.13(a):

               (i) to its knowledge,  Celiant  possesses all right,  title and
interest in and to, or a valid and enforceable license to use, as the case may
be,  the  Proprietary  Rights,  free and  clear of any  Lien  (other  than any
Permitted Lien), except as set forth in the Core Agreements or the Proprietary
Rights Contracts;

               (ii) to its knowledge, the legality, validity,  enforceability,
ownership or use of the Proprietary Rights has not been nor is currently being
challenged, nor is it subject to any such challenge;

               (iii) Celiant has taken all commercially  reasonable  action to
maintain and protect the Proprietary Rights; and

               (iv)  assuming all  Consents in the  Disclosure  Schedules  are
obtained, to its knowledge,  except as set forth in the Core Agreements or the
Proprietary  Rights Contracts,  the Proprietary  Rights will be owned or under
license by the Surviving  Corporation  from and after the Closing on identical
terms and  conditions as are  applicable to Celiant prior to the Closing,  and
the transactions  contemplated by this Agreement will have no Material Adverse
Effect on the Surviving Corporation's rights, title and interest in and to, or
the valid and enforceable  license to use, as the case may be, the Proprietary
Rights.

          (b) Except as set forth in Schedule  4.13(b),  (i) to its knowledge,
Celiant  has not  infringed  upon,  misappropriated  or  otherwise  come  into
conflict with any  intellectual  property  rights of any third Persons nor has
any third Person alleged or notified  Celiant that Celiant has infringed upon,
misappropriated or otherwise come into conflict with any intellectual property
rights of third Persons, and (ii) to its knowledge,  no third Person infringed
upon,  misappropriated  or  otherwise  come  into  conflict  with  any  of the
Proprietary Rights.

     Section 4.14.  Employees.  Celiant has provided to the Company a complete
and correct list of all  individuals  currently  employed by the Business (the
"Business  Employees")  and all  Persons  providing  material  services to the
Business as  independent  contractors  and with  respect to each such  Person,
their base salaries or other basis for and amount of  compensation  (including
any retention bonus or other  compensation) and their total 2001 compensation.
Celiant has provided to the Company true,  correct and complete  copies of all
employment  or  severance  or   termination   agreements,   policies,   plans,
commitments  or other  Contracts,  whether  written or oral,  accruing  to the
benefit of any employee or independent  contractor of the Business.  There are
no Actions,  charges or complaints  currently pending,  or to the knowledge of
Celiant,  threatened  (and  there  is no basis  for any  actions,  charges  or
complaints),  against Celiant, relating to alleged employment  discrimination,
unfair  labor  practices,   equal  pay   discrimination,   affirmative  action
noncompliance,  occupational safety and health, breach of employment contract,
employee  benefit  matters,  wrongful  discharge  or other  employment-related
matters.  Celiant  is not a party to any  Contracts  with any  labor  union or
employee  association  nor  has  Celiant  made  commitments  to  or  conducted
negotiations with any labor union or employee  association with respect to any
future contracts.  Celiant is not aware of any current attempts to organize or
establish  any  labor  union  or  employee  association  with  respect  to any
employees of Celiant, and there is no existing or pending certification of any
such union with regard to a bargaining unit.

     Section 4.15. Employee Benefit Plans.

          (a) Except as set forth on Schedule  4.15,  neither  Celiant nor any
entity which is treated as a single employer with Celiant  pursuant to Section
414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") maintains, contributes
(or has an obligation to  contribute)  to or has any liability with respect to
(i) any "employee benefit plan" (as defined in Section 3(3) of ERISA), whether
a single employer,  a multiple  employer or a multiemployer  plan, or (ii) any
other  plan,  policy,  program,  practice  or  arrangement  or other  Contract
providing  compensation  or  benefits to any  employee  or former  employee of
Celiant or ERISA  Affiliate  (or any dependent or other  beneficiary  thereof)
including,  without  limitation,   incentive,  bonus,  deferred  compensation,
vacation, holiday, medical, severance,  disability, death, stock option, stock
purchase  or  other  similar  benefit  (collectively,  the  "Employee  Benefit
Plans"). "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder.

          (b) Neither  Celiant nor any ERISA  Affiliate has ever maintained or
contributed,  or had an obligation to  contribute,  to a defined  benefit plan
subject  to Title  IV of ERISA or an  employee  benefit  plan  subject  to the
minimum funding requirements of the Code and ERISA.

          (c) With  respect  to the  Employee  Benefit  Plans,  no  event  has
occurred and, to the knowledge of Celiant, there exists no condition or set of
circumstances,  in connection  with which  Celiant is reasonably  likely to be
subject to any material  liability  under the terms of such  Employee  Benefit
Plans,  ERISA,  the Code or any other applicable law. Celiant has no actual or
contingent  material liability under Title IV of ERISA (other than the payment
of premiums to the Pension Benefit Guaranty Corporation). None of the Employee
Benefit  Plans is a  multiemployer  plan (as defined in Section  4001(a)(3) of
ERISA).

     Section 4.16. Environmental Liability.

          (a) At all times prior to the  Closing,  Celiant has complied in all
material  respects with all Environmental  Laws.  Celiant has not received any
written notice, report or information (including any written notice, report or
information  that any Action of any kind is pending or  threatened)  regarding
any liabilities  (whether  accrued,  absolute,  contingent,  unliquidated,  or
otherwise), or any corrective, investigatory, or remedial obligations, arising
under  Environmental  Laws relating to Celiant or the occupation or use of any
of the  Acquired  Assets or any real  properties  formerly  owned or leased by
Celiant. Celiant holds all Material Permits under Environmental Laws necessary
for the  conduct  of the  Business  as  presently  being  conducted,  and such
Material Permits are valid and in full force and effect.  "Environmental Laws"
means any and all federal,  state,  county,  local and foreign laws, statutes,
codes, ordinances,  rules, regulations,  judgments,  orders, decrees, permits,
concessions,   grants,  franchises,   licenses,   agreements  or  governmental
restrictions  relating to pollution and the  protection of the  environment or
the release of any materials into the  environment,  including but not limited
to those  related  to  hazardous  substances  or  wastes,  air  emissions  and
discharges to waste or public systems.

          (b) To Celiant's knowledge, no Hazardous Materials have been, or are
currently,  located at, in, or under or  emanating  from  either the  Acquired
Assets or any other  property  currently  or  previously  owned or operated by
Celiant in a manner  which  violates in any  material  respect any  applicable
Environmental Laws.  "Hazardous Material" means any and all pollutants,  toxic
or hazardous wastes or any other substances that might pose a hazard to health
or  safety,   the  removal  of  which  may  be  required  or  the  generation,
manufacture,  refining, production,  processing, treatment, storage, handling,
transportation,   transfer,  use,  disposal,  release,  discharge,   spillage,
seepage,  or  filtration  of which is or shall be  restricted,  prohibited  or
penalized  by any  applicable  Environmental  Law  (including  asbestos,  urea
formaldehyde foam insulation and polychlorinated biphenyls).

     Section 4.17. Tax Matters.

          (a)  Filing  of Tax  Returns.  Celiant  has  timely  filed  with the
appropriate  taxing  authorities  all Returns (as defined below) in respect of
any Tax (as defined below)  required to be filed through the date hereof.  The
Returns and other  information  filed are complete and correct in all material
respects.  No  adjustment  relating  to any such  Return has been  proposed in
writing by any Governmental  Authority,  except proposed  adjustments resolved
prior  to the  date  hereof.  No  written  claim  has  ever  been  made by any
Governmental  Authority to Celiant in a  jurisdiction  where  Celiant does not
file  Returns  that  Celiant  is,  or may  be,  subject  to  taxation  in that
jurisdiction.  "Tax" means any federal,  state,  local,  foreign or other tax,
including income, capital gains, estimated income, business, occupation, gross
receipts,   property,   payroll,  personal  property,  sales,  transfer,  use,
employment,  commercial rent,  occupancy,  franchise or withholding taxes, and
any  premium,  including  interest,  penalties  and  additions  in  connection
therewith  (whether  payable  directly  or by  withholding  and whether or not
requiring  the filing of a Tax Return),  and shall  include any  liability for
such amounts as a result of either being a member of a combined, consolidated,
unitary or affiliated  group or having a  contractual  obligation to indemnify
any Person. "Returns" means any and all material returns, reports, information
returns and information  statements with respect to Taxes required to be filed
with any Governmental Authority, including, without limitation,  consolidated,
combined and unitary Tax Returns.

          (b)  Payment  of Taxes.  All Taxes  payable by Celiant in respect of
periods  beginning  before the Closing Date,  including  all  estimated  taxes
required to be paid under Section 6655 of the Code or any comparable provision
of state,  local or foreign law, have been timely paid, or will be timely paid
by Celiant,  or an adequate reserve has been established by Celiant  therefor,
as set  forth in the  Interim  Balance  Sheet,  and  Celiant  has no  material
liability  for such  Taxes in excess of the  amounts  so paid or  reserves  so
established,  except for Taxes accruing  subsequent to the date of the Interim
Balance  Sheet.  Celiant has withheld and paid all such Taxes required to have
been  withheld  and  paid in  connection  with  amounts  paid or  owing to any
employee, independent contractor, creditor, stockholder, or other third party.

          (c) Audits,  Investigations  or Claims.  There are no pending or, to
Celiant's  knowledge,  threatened,  audits,  investigations  or claims  for or
relating to any additional liability of Celiant in respect of Taxes, and there
are no matters under discussion between Celiant and any Governmental Authority
with respect  thereto.  Celiant has not waived any statute of  limitations  in
respect  to Taxes or agreed to any  extension  of time with  respect  to a Tax
assessment  or  deficiency.  There  are no  powers  of  attorneys  of  Celiant
outstanding in respect to any Tax matters.

          (d) Tax Sharing Agreements. Except as set forth on Schedule 4.17(d),
Celiant  is not and has never been a party to any Tax  sharing  or  allocation
agreement,  nor has Celiant  ever been a member of an  "affiliated  group" (as
defined in Section 1504 of the Code) that files a consolidated  federal income
Tax  Return  or a group of  corporations  filing a  consolidated,  unitary  or
combined  Return for state Tax  purposes,  a  partnership,  limited  liability
company,  or joint venture, or been the holder of a beneficial interest in any
trust  during  any period for which the  statute  of  limitations  for any Tax
resulting  from such  membership  or holding  has not expired  (including  any
waivers of such statute).

          (e)  Withholding of Purchase  Price.  Neither the Company nor any of
its subsidiaries is required under federal, state or local law to withhold any
portion of the Merger  Consideration.  Celiant is not,  and never has been,  a
United States real property holding  corporation within the meaning of Section
897 of the Code.  Celiant will provide any  certificates  necessary so that no
withholding is required pursuant to Section 1445 of the Code.

          (f)  Reorganization.  Celiant  has not  taken or  agreed to take any
action  that would  prevent  the Merger  from  constituting  a  reorganization
qualifying under the provisions of Section 368(a) of the Code.

          (g) Collapsible Corporation.  Celiant has not made an election under
Section 341(f) of the Code.

          (h)  Rulings.  Celiant  has not applied for or received a tax ruling
from the  Internal  Revenue  Service  or any  foreign,  state or local  taxing
authority  and has not entered  into a closing  agreement  pursuant to Section
7121 of the Code or similar  provision of foreign,  state or local law,  which
closing agreement is still in effect.

          (i) Section 355.  Except as set forth on Schedule  4.17(i),  Celiant
has not either  distributed  stock of a  controlled  corporation  pursuant  to
Section 355 of the Code or had its stock  distributed  by another  corporation
pursuant to Section 355 of the Code.

          (j) Other. Except as set forth on Schedule 4.17(j), Celiant is not a
party to any agreement,  Contract or other  arrangement that has required,  or
will  require,  Celiant  to  make  any  material  payments  that  will  not be
deductible under Section 280G of the Code.

     Section 4.18. Financial Statements. Celiant has provided the Company with
an audited  balance sheet as of September 30, 2001 and the related  statements
of income,  retained earnings and cash flows for the period from March 9, 2001
through September 30, 2001 (the "Audited  Financials")  along with its Interim
Balance Sheet and the related statements of income, retained earnings and cash
flows for the period from  September  30, 2001 through  December 31, 2001 (the
"Unaudited  Financials" and, together with the Audited  Financials,  the "GAAP
Financials").  Except as set forth on Schedule 4.18,  the GAAP  Financials (i)
have been prepared in accordance with generally accepted accounting principles
("GAAP")  consistently  applied  throughout  the periods  involved,  except as
otherwise noted thereon or with respect to the Unaudited  Financials,  for the
lack of footnote disclosure and subject to normal year-end  adjustments,  none
of which were  individually,  or in the aggregate,  material,  and (ii) fairly
present the  financial  position,  assets and  liabilities  (whether  accrued,
absolute,  contingent  or otherwise)  of Celiant,  at the dates  indicated and
fairly  present  the results of  operations  and cash flows of Celiant for the
periods indicated. Any financial statements provided by Celiant to the Company
relating  to  periods  prior to those  covered by the GAAP  Financials  fairly
present the  financial  position,  assets and  liabilities  (whether  accrued,
absolute,  contingent  or otherwise)  of Celiant,  at the dates  indicated and
fairly  present  the results of  operations  and cash flows of Celiant for the
periods indicated.

     Section 4.19.  Insurance.  Celiant has provided to the Company a complete
and  correct  list of all  policies  or binders of fire,  liability,  workers'
compensation,  product  liability and other forms of insurance  (including any
self-insurance) maintained by Celiant. Such insurance provides coverage to the
extent and in the manner as may be required by law and by any and all Material
Contracts. There are no pending claims under such policies, other than routine
claims for employee  benefits.  Celiant is in compliance  with all  conditions
contained in such policies.

     Section  4.20.  Brokers.  Except  for fees owed to Morgan  Stanley & Co.,
Incorporated   ("Morgan   Stanley")  and   disclosed  to  the  Company,   upon
consummation  of the  Merger,  no Person  will be  entitled  to any  brokerage
commissions,  finder's fees or similar  compensation  arising out of or due to
any act of Celiant (including its officers,  directors,  employees and agents)
in  connection  with the  transactions  contemplated  by this  Agreement.  The
agreement among Celiant, the Company and Morgan Stanley dated January 29, 2002
(the "Morgan  Stanley  Agreement") is the only agreement  between  Celiant and
Morgan  Stanley  pursuant  to which  Morgan  Stanley  will be  entitled to any
payment in connection with the transactions contemplated by this Agreement.

     Section 4.21.  Affiliate and Certain  Other  Transactions.  Schedule 4.21
lists all material Contracts between Celiant and any of Celiant's  affiliates,
including any entity that is under common  control with  Celiant,  and between
Celiant or its  affiliates and any officer,  director,  employee of Celiant or
any Stockholder or its affiliates.

     Section 4.22. Bank Accounts and Powers of Attorney.  Celiant has provided
to the Company a complete and correct  list of all accounts and deposit  boxes
maintained by Celiant at any bank or other financial institution and the names
of the individuals authorized to effect transactions in such accounts and with
access to such boxes.  There are no outstanding powers of attorney executed on
behalf of Celiant.

     Section  4.23.  Disclosure.  No  representation  or  warranty  by Celiant
contained  in this  Agreement  (including  the  Disclosure  Schedules  and the
exhibits  referred to in this  Agreement)  contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
required to make the statements herein not misleading.

                                  ARTICLE V.
             REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SUB

     The Company and Sub represent and warrant to Celiant as follows:

     Section 5.1. Organization and Qualification of the Company.

          (a) Each of the Company, Sub and the Company's other subsidiaries is
a corporation duly organized,  validly existing and in good standing under the
laws of the  jurisdiction in which it is organized.  Each of the Company,  Sub
and the Company's  other  subsidiaries  has all requisite  corporate power and
authority to own or lease all of its  properties and assets and to conduct its
respective business as it is now being conducted, and each of the Company, Sub
and the  Company's  other  subsidiaries  is duly  licensed or  qualified to do
business and is in good standing in each  jurisdiction  in which the nature of
its business or the character or location of the  properties  and assets owned
or leased by it makes such licensing or  qualification  necessary,  except for
those  jurisdictions where the failure to be so qualified or licensed or to be
in good  standing  individually  or in the aggregate  could not  reasonably be
expected  to have a  Material  Adverse  Effect  on the  Company.  Correct  and
complete copies of the Certificate of Incorporation and By-Laws of the Company
and Sub, as currently in effect, have been provided to Celiant by the Company.
Sub is a corporation  duly  organized,  validly  existing and in good standing
under the laws of the State of  Delaware.  Sub has not engaged in any business
(other  than  in  connection   with  this   Agreement  and  the   transactions
contemplated   hereby)  since  the  date  of  its  incorporation  and  has  no
liabilities.

          (b) All the outstanding  shares of capital stock of, or other equity
interests in, each subsidiary of the Company,  including,  without limitation,
Sub,  have  been  duly  authorized,  validly  issued  and are  fully  paid and
nonassessable.  Except as  disclosed  in the SEC  Filings,  and except for its
ownership  of the capital  stock of Sub, the Company does not directly own any
material equity or similar  interest in, or any interest  convertible  into or
exchangeable or exercisable  for, any material equity or similar  interest in,
any corporation,  partnership, joint venture, limited liability company, trust
or other business association or entity.

     Section 5.2. Authorization. Each of the Company and Sub has the requisite
corporate  power and  authority to execute and deliver this  Agreement  and to
consummate the transactions  contemplated by this Agreement. The execution and
delivery  of  this  Agreement  and  the   consummation  of  the   transactions
contemplated  by this  Agreement  have been duly and  validly  approved by the
board of  directors of the Company and by the board of directors of Sub and by
the Company as the sole stockholder of Sub. No other corporate  proceedings on
the part of the Company or its  stockholders  or Sub are  necessary to approve
this  Agreement  or  to  consummate  the  transactions  contemplated  by  this
Agreement.  This Agreement has been duly and validly executed and delivered by
the Company and Sub and constitutes  the valid and binding  obligation of each
of them, enforceable against them in accordance with its terms.

     Section 5.3. Capitalization.

          (a)  The  authorized  capital  stock  of  the  Company  consists  of
400,000,000  shares of  Company  Common  Stock.  At the close of  business  on
February 15, 2002, (i)  81,803,038  shares of Company Common Stock were issued
and outstanding  and 20,915,172  shares were held as treasury stock. As of the
date of this Agreement, 13,112,500 shares of Company Common Stock are reserved
for issuance pursuant to the Company's Management  Incentive Plans,  1,412,500
shares of Company  Common  Stock are  reserved  for  issuance  pursuant to the
Company's  Non-Employee  Director Stock Plans and 1,096,970  shares of Company
Common  Stock are reserved for  issuance  pursuant to the  Company's  Employee
Stock  Purchase  Plan (each a "Company  Stock  Option  Plan").  The issued and
outstanding  shares of the Company's  capital stock have been duly  authorized
and validly  issued and are fully paid,  nonassessable  and free of  statutory
preemptive  rights and  contractual  stockholder  preemptive  rights,  with no
personal liability attaching to the ownership thereof.  Except pursuant to the
Company  Stock Option Plans and the  Company's  stockholder  rights plan,  the
Company  does  not have and is not  bound  by any  outstanding  subscriptions,
options, voting trusts,  convertible securities,  warrants, calls, commitments
or agreements  of any character or kind calling for the purchase,  issuance or
grant  of any  additional  shares  of its  capital  stock or  restricting  the
transfer of its capital stock.

          (b) The authorized  capital stock of Sub consists of 1,000 shares of
Sub Common Stock, of which,  as of the date hereof,  100 shares are issued and
outstanding,  owned by the  Company  and are  validly  issued,  fully paid and
nonassessable.

     Section 5.4.  Title and  Condition of Assets.  Except for Liens  securing
indebtedness  of less than  $5,000,000 in the  aggregate,  the Company and its
subsidiaries  have  good  and  merchantable  title  to,  or a valid  leasehold
interest in, all of the assets and properties  owned or used by the Company or
its  subsidiaries,  including  those  assets and  properties  reflected on the
Company's  most  recent  balance  sheet  or  acquired  by the  Company  or its
subsidiaries after the date of the Company's most recent balance sheet.

     Section 5.5. Permits.  The Company and its subsidiaries have all material
Permits  required to conduct its  business  as now being  conducted.  All such
Permits are valid and in full force and effect.  There is not now pending, nor
to the best knowledge of the Company,  threatened, any Action by any Person or
by or before any Governmental Authority to revoke, cancel, rescind, modify, or
refuse to renew any of such  Permits  and, to the  knowledge  of the  Company,
there exist no facts or  circumstances  that could  reasonably  be expected to
give rise to such Action.

     Section 5.6. No Conflict or Violation; Consents.

          (a) The execution,  delivery and  performance by each of the Company
and Sub of this Agreement,  the consummation of the transactions  contemplated
by this  Agreement  and the  compliance by the Company and Sub with any of the
provisions  hereof or  thereof,  will not (i)  violate  or  conflict  with any
provision of the Certificate of Incorporation  or By-Laws of the Company,  Sub
or the Company's other subsidiaries, (ii) violate, conflict with, or result in
a breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both,  would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in
a right of termination or  acceleration  under, or increase the amount payable
by the Company or Sub under, or result in the creation of any Lien upon any of
the material  assets of the Company  under,  any of the terms,  conditions  or
provisions  of any  Contract  or Permit (x) to which the  Company,  Sub or the
Company's other  subsidiaries  is a party or (y) by which the Company,  Sub or
the Company's other subsidiaries is bound, or (iii) violate any statute, rule,
regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree
or award applicable to the Company or its subsidiaries.

          (b) Except in connection  with, or in order to comply with,  the HSR
Act,  filings or approvals  required  under state or foreign laws  relating to
takeovers, if applicable,  state securities or "blue sky" laws, the By-Laws of
the National  Association of Securities  Dealers ("NASD"),  and the filing and
recordation of the Certificate of Merger as required by the DGCL, no Approvals
or Consents of any Governmental Authority, or any other Person is necessary in
connection  with the execution  and delivery by the Company of this  Agreement
and the  performance by the Company of the  transactions  contemplated by this
Agreement.

     Section  5.7.  Reports.   The  Company  has  timely  filed  all  reports,
registrations and statements required to be filed by it (other than securities
related  filings,  which are  addressed in Sections 5.8) since January 1, 1997
with any Governmental Authority, and has paid all fees and assessments due and
payable in connection  therewith,  except where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect on the Company.

     Section 5.8. SEC Filings;  Financial  Statements.  The Company has timely
filed all  reports  required  to be filed  with the  Securities  and  Exchange
Commission ("SEC") pursuant to the Securities  Exchange Act of 1934 ("Exchange
Act") or the  Securities Act of 1933 (the  "Securities  Act") since January 1,
1998  (collectively,  the  "SEC  Filings").  Such  SEC  Filings,  as of  their
respective  dates,  complied  in all  material  respects  with the  applicable
requirements  of the  Securities Act and the Exchange Act, as the case may be,
and none of such SEC Filings contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not  misleading.  The financial  statements  (including the related
notes) of the  Company  included  in the SEC  Filings  have been  prepared  in
accordance with GAAP  consistently  applied  throughout the periods  indicated
(except as otherwise noted therein or, in the case of unaudited statements, as
permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of
unaudited statements,  to normal, recurring year-end adjustments and any other
adjustments  described  therein) the  consolidated  financial  position of the
Company  and its  consolidated  subsidiaries  as at the dates  thereof and the
consolidated  results  of  operations  and cash flows of the  Company  and its
consolidated subsidiaries for the periods then ended.

     Section  5.9.  Absence of Certain  Changes.  Since  December 31, 2001 (i)
neither  the Company nor its  subsidiaries  has  conducted  its  business  and
operations other than in the ordinary course of business  consistent with past
practices and (ii) there has not been any fact, event,  circumstance or change
affecting  or  relating to the  Company or its  subsidiaries  which has had or
could reasonably be expected to have a Material Adverse Effect on the Company.

     Section  5.10.  Litigation;  Etc.  Except  for  instances  that could not
reasonably be expected to have a Material Adverse Effect on the Company, there
is no Action: (a) pending, or, to the Company's knowledge,  threatened against
the  Company  or  its  subsidiaries  or (b)  pending,  or,  to  the  Company's
knowledge,  threatened that seeks to delay,  limit or enjoin the  transactions
contemplated  by  this  Agreement.  To the  knowledge  of the  Company  or its
subsidiaries,  there exists no facts or circumstances that could reasonably be
expected to give rise to an Action of the type described in subsection (a) and
(b)  above.  Except as could not  reasonably  be  expected  to have a Material
Adverse Effect on the Company,  neither the Company nor its subsidiaries is in
default with respect to, or subject to, any judgment,  order, writ, injunction
or decree of any court or Governmental Authority, and there are no unsatisfied
judgments against the Company.  None of the Company, its subsidiaries,  or any
of their  properties  or assets is subject to any  regulatory  restriction  or
other  restriction  of a  Governmental  Authority  which  has  had,  or  could
reasonably  be expected to have,  a Material  Adverse  Effect on the  Company.
Neither the Company nor any of its subsidiaries is a party to or involved in a
material   intellectual   property  dispute  with  Lucent   Technologies  Inc.
("Lucent") or any of its subsidiaries.

     Section  5.11.  Undisclosed   Liabilities.   Except  for  liabilities  or
obligations  which are accrued or reserved against in the Company's  financial
statements (or reflected in the notes thereto)  included in the SEC Filings or
which were incurred after December 31, 2001 in the ordinary course of business
and consistent with past practices,  neither the Company nor its  subsidiaries
has any liabilities or obligations (whether absolute,  accrued,  contingent or
otherwise)  of a nature  require  by GAAP to be  reflected  in a  consolidated
balance sheet (or reflected in the notes thereto) or which could reasonably be
expected to have a Material Adverse Effect on the Company.

     Section  5.12.  Compliance  with Law. The Company,  Sub and the Company's
other  subsidiaries have not violated and are in material  compliance with all
laws, statutes, ordinances,  regulations, rules and orders of any Governmental
Authority,  and any judgment,  decision,  decree or order of any  Governmental
Authority  except to the extent that such  violation  could not  reasonably be
expected to have a Material  Adverse  Effect on the Company.  Since January 1,
1997,  the Company has not received any written  notice to the effect that, or
otherwise  been advised in writing  that,  the Company,  Sub or the  Company's
other subsidiaries or their businesses is not in such compliance with any such
statutes,  regulations, rules, judgments, decrees, orders, ordinances or other
laws,  and the Company has no knowledge  that any existing  circumstances  are
reasonably likely to result in such violations of any of the foregoing.

     Section 5.13.  Brokers.  Except for Bear, Stearns & Co. Inc. and pursuant
to the Morgan Stanley  Agreement,  upon  consummation of the Merger, no Person
will be  entitled  to any  brokerage  commissions,  finder's  fees or  similar
compensation  arising  out  of or  due  to  any  act  of  the  Company  or its
subsidiaries  (including their respective officers,  directors,  employees and
agents) in connection with the transactions contemplated by this Agreement.

     Section 5.14. Employee Benefit Plans.

          (a) With respect to each employee benefit plan, program, arrangement
and contract  (including,  without  limitation,  any employee benefit plan, as
defined in Section 3(3) of ERISA), maintained or contributed to by the Company
or any of its  subsidiaries,  including,  without  limitation,  Sub,  or  with
respect to which the Company or any of its subsidiaries  could incur liability
under Section 4069,  4201 or 4212(c) of ERISA (the "Company  Benefit  Plans"),
Company has made  available to Celiant a true and correct copy of (i) the most
recent annual report (Form 5500) filed with the Internal  Revenue Service (the
"IRS"), (ii) such Company Benefit Plan, (iii) each trust agreement relating to
such Company Benefit Plan,  (iv) the most recent summary plan  description for
each Company  Benefit Plan for which a summary plan  description  is required,
(v) the most  recent  actuarial  report  or  valuation  relating  to a Company
Benefit  Plan  subject to Title IV of ERISA,  if any, and (vi) the most recent
determination  letter,  if any,  issued by the IRS with respect to any Company
Benefit Plan qualified under Section 401(a) of the Code.

          (b) With respect to the Company Benefit Plans, no event has occurred
and, to the  knowledge  of the  Company,  there  exists no condition or set of
circumstances, in connection with which the Company or any of its subsidiaries
is reasonably  likely to be subject to any  liability  under the terms of such
Company Benefit Plans,  ERISA, the Code or any other applicable law, except as
would  not be  reasonably  likely  to have a  Material  Adverse  Effect on the
Company.  Neither the Company  nor any of its  subsidiaries  has any actual or
contingent  material liability under Title IV of ERISA (other than the payment
of premiums to the Pension Benefit Guaranty Corporation).  None of the Company
Benefit  Plans is a  multiemployer  plan (as defined in Section  4001(a)(3) of
ERISA).

     Section 5.15. Environmental Liability.

          (a)  Neither the  Company  nor any of its  subsidiaries,  including,
without  limitation,  Sub, has received,  in the past three years, any written
communication from a Governmental Authority, citizens group, employee or other
person  that  alleges  that the Company or any of its  subsidiaries  is not in
compliance with all applicable Environmental Laws.

          (b)  To the  Company's  knowledge,  there  are no  past  or  present
actions, activities, circumstances, conditions, events or incidents, including
the release,  emission,  discharge or disposal of any materials  that could be
reasonably  likely to form the basis of any  Environmental  Claim  against the
Company,  Sub or any of the Company's other subsidiaries,  or to the Company's
knowledge,  against any person whose liability for any Environmental Claim has
or may have retained or assumed  either  contractually  or by operation of law
except  any  such  Environmental  Claim,  the  existence  of which  could  not
reasonably be expected to have a Material Adverse Effect on the Company.

          (c) "Environmental  Claim" means any claim, action, cause of action,
investigation or notice by any person alleging potential liability arising out
of,  based  on or  resulting  from  (i) the  presence,  or  release  into  the
environment,  of any  materials at any  location,  whether or not owned by the
Company or any of its subsidiaries, or (ii) circumstances forming the basis of
any violation, or alleged violation, of any Environmental Law.

     Section 5.16. Tax Matters.

          (a) To the  knowledge of the Company,  none of the Company,  Sub nor
any of their  affiliates  has taken or agreed to take any  action  that  would
prevent  the  Merger  from   constituting   a  transaction   qualifying  as  a
reorganization  under  Section  368(a) of the Code.  To the  knowledge  of the
Company,  there are no  agreements,  plans or other  circumstances  that would
prevent the Merger from qualifying under Section 368(a) of the Code.

          (b)  Except as would  not be  reasonably  likely to have a  Material
Adverse Effect on the Company,  (i) the Company and each of its  subsidiaries,
including,  without limitation, Sub, have timely filed all returns and reports
required to be filed by them with any taxing  authority  with respect to Taxes
for any period  ending on or before the date  hereof,  taking into account any
extension  of time to file granted to or obtained on behalf of the Company and
its  subsidiaries,  (ii) all Taxes that are due prior to the date  hereof have
been paid (other than Taxes which (1) are not yet  delinquent or (2) are being
contested in good faith and have not been finally determined), (iii) as of the
date of this Agreement,  no deficiency for any material amount of Tax has been
asserted or assessed by a taxing  authority  against the Company or any of its
subsidiaries and (iv) the Company and each of its  subsidiaries  have provided
adequate reserves in accordance with generally accepted accounting  principles
in their financial  statements for any Taxes that have not been paid,  whether
or not shown as being due on any returns.

          (c)  There  are no Tax  liens  upon any  property  or  assets of the
Company or any of its subsidiaries  except liens for current Taxes not yet due
and except for liens which have not had and are not reasonably  likely to have
a Material Adverse Effect on the Company.

          (d)  Neither the  Company  nor any of its  subsidiaries,  including,
without limitation, Sub, has been required to include in income any adjustment
pursuant  to  Section  481 of the Code by  reason  of a  voluntary  change  in
accounting method initiated by the Company or any of its subsidiaries, and the
IRS has not initiated or proposed any such  adjustment or change in accounting
method,  in either case which  adjustment  or change has had or is  reasonably
likely to have a Material Adverse Effect on the Company.

          (e) Except as set forth in the  financial  statements  described  in
Section 5.8,  neither the Company nor any of its subsidiaries has entered into
a transaction  which is being  accounted for under the  installment  method of
Section 453 of the Code,  which would be reasonably  likely to have a Material
Adverse Effect on the Company.

     Section 5.17. Contracts.

          (a) The Company has provided  Celiant a correct and complete copy of
each  written  material  Contract  directly  relating  to the power  amplifier
business  of the  Company and its  subsidiaries.  Assuming  that (A) each such
material Contract is a legal, valid, binding and enforceable  obligation as to
each  party  thereto  (other  than the  Company)  and (B) each  such  material
Contract is in full force and effect as to each party thereto  (other than the
Company),  (i) each such  material  Contract  is  legal,  valid,  binding  and
enforceable in accordance with its terms, except to the extent  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 in full
force and effect, (ii) the Company is not, and, to the Company's knowledge, no
other party is, in breach or default of any such material  Contract and to the
knowledge of the Company no event has occurred which would constitute a breach
or default  (including any breach or default occurring upon notice or lapse of
time,  or both) that would result in or permit  termination,  modification  or
acceleration  under any such material  Contract and (iii) the Company has not,
and, to the Company's knowledge,  no other party has, repudiated any provision
of any such material Contract.

     None  of the  Company  or any of  its  subsidiaries,  including,  without
limitation,  Sub, is a party to any:  (a)  Contract  directly  relating to (or
materially affecting) its power amplifier business which grants any person the
exclusive right to any of the material assets of the Company's power amplifier
business or purports to limit in any material  respect the manner in which, or
the localities in which, the Company or any of its subsidiaries is entitled to
conduct all or any material portion of the Company's power amplifier business;
(b)  Contract  directly  relating  to  (or  materially  affecting)  its  power
amplifier  business  that  requires the consent of, or  terminates  or becomes
terminable by, any party other than the Company or any of its  subsidiaries as
a result of the transactions  contemplated by this Agreement where the failure
to obtain such consent or the termination of such Contract could be reasonably
expected to have a Material Adverse Effect on the Company;  or (c) Contract of
any sort directly  relating to (or materially  affecting) its power  amplifier
business,  other than in the ordinary course of business,  which  contemplates
any joint  venture,  partnership,  strategic  alliance or similar  arrangement
extending  beyond six (6) months or involving  equity or  investments  of more
than $5,000,000.  Except as contemplated  hereby, the Company currently is not
in any  negotiations or discussions  with any Person with respect to any Power
Amp  Transaction  (as  defined  below).  The  Company  is  not  a  party  to a
Significant Company Business Transaction (as defined below).

     Section  5.18.  Financing.  The Company has  sufficient  funds  available
through  currently  committed  internal  or  external  sources,  to enable the
Company to pay and deliver at the  Effective  Time the entire cash  portion of
the Merger  Consideration  and otherwise  satisfy its  obligations  under this
Agreement,  including without  limitation those obligations set out in Section
7.7.

     Section 5.19. Proprietary Rights.

     Each patent,  copyright,  trade secret,  license to or from third Persons
with  respect  to  any  of  the   foregoing,   applications   to  register  or
registrations of any of the foregoing or other material  intellectual property
rights which are owned or used by or have been issued to the Company or any of
its  subsidiaries,  except  in all  cases  software  licenses  and  any of the
foregoing,  the  absence  of which  could  reasonably  be  expected  to have a
Material  Adverse  Effect  on the  power  amplifier  business  of the  Company
(collectively, the "Company Proprietary Rights") are identified or referred to
in  Schedule  5.19.  The Company has  provided  to Celiant  true,  correct and
complete  copies  of  all  patents,  trademarks,  copyrights,   registrations,
permits,  agreements  and  applications  owned  by the  Company  or any of its
subsidiaries and evidencing the Company  Proprietary Rights. To its knowledge,
the Company and its subsidiaries  possess all right, title and interest in and
to, or a valid and enforceable license to use, as the case may be, the Company
Proprietary  Rights,  free and clear of any Lien or other restriction.  To the
Company's knowledge, the legality, validity, enforceability,  ownership or use
of the  Company  Proprietary  Rights  has  not  been  nor is  currently  being
challenged, nor is it subject to any such challenge. The Company has taken all
reasonable   and  necessary   action  to  maintain  and  protect  the  Company
Proprietary Rights.

     Except  as would not be  reasonably  likely  to have a  Material  Adverse
Effect on the Company,  (i) to its  knowledge,  neither the Company nor any of
its  subsidiaries has infringed upon,  misappropriated  or otherwise come into
conflict with any  intellectual  property  rights of any third Persons nor has
any third  Person  alleged  that the  Company or any of its  subsidiaries  has
infringed  upon,  misappropriated  or otherwise  come into  conflict  with any
intellectual  property rights of third Persons, and (ii) to its knowledge,  no
third  Person has  infringed  upon,  misappropriated  or  otherwise  come into
conflict with any of the Company Proprietary Rights.

     Section 5.20. Disclosure. No representation or warranty by the Company or
Sub contained in this Agreement  (including  the Disclosure  Schedules and the
exhibits  referred to in this  Agreement)  contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
required to make the statements herein not misleading.

                                  ARTICLE VI.
                    CONDUCT OF BUSINESS PENDING THE MERGER

     Section 6.1. Conduct of Business by Celiant Pending the Merger.  Prior to
the Effective Time, unless the Company shall otherwise agree in writing (which
shall not be  unreasonably  withheld),  or as set forth on Schedule  6.1 or as
otherwise expressly contemplated by this Agreement:

          (a) Celiant  shall  conduct its  business  only in the  ordinary and
usual course  consistent  with past  practice  except as modified by the other
provisions of Section 6.1, and Celiant shall use its  commercially  reasonable
efforts to preserve intact the present business  organization,  keep available
the  services of its present  officers  and key  employees,  and  preserve the
goodwill of those having  business  relationships  with it.  Celiant shall not
hire any person to any position  within  Celiant or as a consultant to Celiant
where the total annual compensation payable to such person, whether in cash or
otherwise, would exceed $150,000 individually or $750,000 in the aggregate;

          (b) Celiant  shall not,  except as  expressly  contemplated  by this
Agreement (i) amend its charter,  By-Laws or other  organizational  documents,
(ii) split, combine or reclassify any shares of its outstanding capital stock,
(iii) declare,  set aside or pay any dividend or other distribution payable in
cash,  stock or property,  or (iv) directly or indirectly  redeem or otherwise
acquire any shares of its capital stock;

          (c) Celiant shall not (i)  authorize for issuance,  issue or sell or
agree to issue or sell any shares of, or rights or  securities  of any kind to
acquire,  rights or  securities  convertible  into any shares of, its  capital
stock  (whether  through  the  issuance  or  granting  of  options,  warrants,
commitments,  subscriptions,  rights to purchase or otherwise), except for the
issuance of shares of Celiant  Common Stock upon the exercise of Celiant Stock
Options  outstanding on the date of this Agreement;  (ii) merge or consolidate
with another  entity  (other than  transactions  pending as of the date hereof
that have been disclosed to the Company);  (iii) acquire or purchase an equity
interest  in or a  substantial  portion of the assets of another  corporation,
partnership or other  business  organization  or otherwise  acquire any assets
outside the ordinary and usual  course of business  and  consistent  with past
practice (other than transactions pending as of the date hereof that have been
disclosed  in writing to the Company) or  otherwise  enter into any  contract,
commitment  or  transaction  outside the ordinary and usual course of business
consistent  with past  practice and that involves  consideration  in excess of
$500,000  individually  or  $1,000,000  in the  aggregate;  (iv) sell,  lease,
license, waive, release, transfer, encumber or otherwise dispose of any of its
assets outside the ordinary and usual course of business and  consistent  with
past practice;  (v) incur,  assume or prepay any material  indebtedness or any
other material  liabilities  other than in the ordinary course of business and
consistent with past practice;  (vi) assume,  guarantee,  endorse or otherwise
become liable or responsible (whether directly, contingently or otherwise) for
the  obligations  of any other  person  other than in the  ordinary  course of
business and consistent with past practice;  (vii) make any loans, advances or
capital contributions to, or investments in, any other person except for loans
to employees to cover relocation expenses,  which, in the aggregate,  will not
exceed $500,000;  (viii)  authorize or make capital  expenditures in excess of
the amounts  currently  budgeted  therefor;  (ix) permit any insurance  policy
naming  Celiant as a beneficiary or a loss payee to be cancelled or terminated
other than in the ordinary course of business; or (x) enter into any contract,
agreement, commitment or arrangement with respect to any of the foregoing;

          (d) Except as  expressly  contemplated  by this  Agreement,  Celiant
shall not (i) adopt, enter into, terminate or amend (except as may be required
by applicable law) the Celiant Stock Option Plan or any other Employee Benefit
Plan or other  arrangement for the current or future benefit or welfare of any
director,  officer or current or former employee,  (ii) increase in any manner
the  compensation  or fringe  benefits of, or pay any bonus to, any  director,
officer or employee (except for normal  increases in salaried  compensation in
the  ordinary  course of business  consistent  with past  practice),  or (iii)
except as specifically contemplated by this Agreement, take any action to fund
or in any other way secure, or to accelerate or otherwise remove  restrictions
with respect to, the payment of  compensation  or benefits  under any employee
plan, agreement,  contract, arrangement under the Celiant Stock Option Plan or
any other Employee Benefit Plan;

          (e) Celiant  shall not take any action with  respect to, or make any
material change in, its accounting policies or procedures;

          (f) Celiant  shall not make any Tax election or settle or compromise
any Tax  liability and shall file all income Tax Returns prior to the last day
(including extensions) prescribed by law, provided, however, that all such Tax
Returns  shall be subject to the Company's  prior review and  approval,  which
review period shall not exceed five business days and which approval shall not
be  unreasonably  withheld or delayed (it being agreed that the failure of the
Company to so approve  any such Tax Return  within  five  business  days shall
constitute an approval by the Company of the same);

          (g)  Anything in this  Section 6.1 to the  contrary  notwithstanding
Celiant  shall  have  the  right  at any  time  to (i)  accrue,  issue  and/or
distribute the PIK Shares to the  Stockholders and to take such actions as may
be reasonably  necessary to effect such accrual,  issuance or  distribution or
(ii) pay any and all expenses or fees incurred by Celiant in  connection  with
this Agreement or the  transaction  contemplated  hereby,  including,  without
limitations, any such fees or expenses incurred pursuant to the Morgan Stanley
Agreement (as defined below).

     Section 6.2. Conduct of Business by the Company Pending the Merger. Prior
to the Effective Time,  unless Celiant shall otherwise agree in writing (which
shall not be unreasonably withheld), or as otherwise expressly contemplated by
this Agreement:

          (a) the  business  of the  Company  shall be  conducted  only in the
ordinary and usual course consistent with past practice, and the Company shall
use its best efforts to preserve intact the present business organization,  to
keep  available the services of its present  officers and key  employees,  and
preserve the goodwill of those having business relationships with it;

          (b) the  Company  shall not (i) amend its  charter,  bylaws or other
organizational  documents  or (ii)  declare,  set aside or pay any dividend or
other distribution payable in cash, stock or property;

          (c) the  Company  shall not (i)  split,  combine or  reclassify  its
outstanding  capital stock or (ii) except in connection with the Company Stock
Option Plans, directly or indirectly redeem or otherwise acquire shares of its
capital stock;

          (d) the Company  shall not take any action with  respect to, or make
any material change in, its accounting policies or procedures;

          (e) The Company shall not (i) authorize for issuance,  issue or sell
or agree to issue or sell any shares of, or rights or  securities  of any kind
to  acquire,  or rights or  securities  convertible  into any  shares  of, its
capital stock (whether through the issuance or granting of options,  warrants,
commitments,  subscriptions, rights to purchase or otherwise), except pursuant
to the  Company  Stock  Option  Plans;  (ii) (A) acquire or purchase an equity
interest  in or a  substantial  portion of the assets of another  corporation,
partnership or other business  organization in the power amplifier industry or
(B) otherwise  acquire any assets for use in the power  amplifier  industry in
the case of this clause (B) outside the  ordinary and usual course of business
and  consistent  with past practice or (C)  otherwise  enter into any material
contract,  commitment or transaction  related to the power amplifier  industry
outside  the  ordinary  and usual  course  of  business  consistent  with past
practice to effect any of the foregoing  described in clause (A) or clause (B)
above (collectively a "Power Amp Business  Transaction");  or (iii) except for
any Power Amp Business Transaction,  acquire or purchase an equity interest in
or a substantial portion of the assets of another corporation,  partnership or
other  business  organization  or  otherwise  acquire  any assets  outside the
ordinary  and usual course of business and  consistent  with past  practice or
otherwise enter into any material contract,  commitment or transaction outside
the  ordinary and usual course of business  consistent  with past  practice to
effect  any of the  foregoing  described  in  this  clause,  in  each  case as
described  in this clause  (iii),  (x)  involving  consideration  in excess of
$100,000,000, and (y) without providing prior written notice to Celiant.

     Section  6.3.  Conduct of Business by Sub Pending the Merger.  During the
period from the date of this  Agreement to the Effective  Time,  Sub shall not
engage in any  activities of any nature except as provided in or  contemplated
by this  Agreement,  including  without  limitation  (a) the  modification  or
amendment  of  its   certificate   or   incorporation   or  bylaws  (or  other
organizational  documents),  or (b)  the  entering  into  of any  Contract  or
commitment of any kind or nature.

                                 ARTICLE VII.
                             ADDITIONAL AGREEMENTS

     Section  7.1.  Access and  Information.  Each of the  Company and Celiant
shall  (and shall  cause  their  respective  officers,  directors,  employees,
auditors  and  agents  to)  afford to the other and to the  other's  officers,
employees,  financial advisors,  legal counsel,  accountants,  consultants and
other   representatives   reasonable   access  during  normal  business  hours
throughout  the  period  prior to the  Effective  Time to all of its books and
records (other than  privileged  documents and subject to any  confidentiality
provisions or restrictions  applicable to communications between any party and
its  counsel  or set out in any  Contract)  and  its  properties,  plants  and
personnel and, during such period,  each shall furnish promptly to the other a
copy of each  report,  schedule  and other  document  filed or  received by it
pursuant to the  requirements  of federal  securities  laws,  provided that no
investigation pursuant to this Section 7.1 shall affect any representations or
warranties  made herein or the conditions to the obligations of the respective
parties to consummate the Merger. Unless otherwise required by law, each party
agrees that it (and their respective representatives) shall hold in confidence
all  non-public  information  so acquired in accordance  with the terms of the
confidentiality  agreement,  dated  January 16, 2002  between  Celiant and the
Company (the "Confidentiality Agreement"), it being agreed that the provisions
of the Confidentiality Agreement are incorporated herein by reference.

     Section 7.2. No Other Negotiations.

          (a) Upon execution of this Agreement,  Celiant is not engaged in, or
shall immediately  terminate,  any discussions with any third party concerning
an Alternative Acquisition (as defined below). From and after the date of this
Agreement  until the earlier of the Effective Time or the  termination of this
Agreement  in  accordance  with its  terms,  Celiant  shall not,  directly  or
indirectly,  (i) solicit,  engage in  discussions or negotiate with any person
(whether  such  discussions  or  negotiations  are initiated by Celiant or the
Stockholders  or otherwise)  or take any other action  intended or designed to
facilitate the efforts of any person, other than the Company,  relating to the
possible acquisition of Celiant (whether by merger, purchase of capital stock,
purchase of assets or otherwise) or any material  portion of its capital stock
or assets (with any such efforts by any such person, including a firm proposal
to  make  such  an   acquisition,   to  be  referred  to  as  an  "Alternative
Acquisition"), (ii) provide information with respect to Celiant to any person,
other than the Company,  relating to a possible Alternative Acquisition by any
person, other than the Company, (iii) enter into an agreement with any person,
other than the Company,  providing for a possible Alternative Acquisition,  or
(iv) make or  authorize  any  statement,  recommendation  or  solicitation  in
support of any possible  Alternative  Acquisition by any person, other than by
Celiant.

          (b)  Notwithstanding  the foregoing,  the  restrictions set forth in
this  Agreement  shall not prevent the Board of  Directors  of Celiant (or its
agents pursuant to its instructions) from taking any of the following actions,
but only  prior to such time as  Celiant  receives  from the  Company  written
notification  that all of the conditions to the  obligations  of Celiant,  the
Company and Sub to consummate the transactions  contemplated by this Agreement
(other than the lapse of time and those  conditions  that cannot be  satisfied
other than at the Closing) have been satisfied (the "Company  Closing Notice")
and in fact such conditions have been so satisfied (the "Relevant Time"):  (i)
furnishing  information  concerning  Celiant and its business,  properties and
assets to any third party or (ii) engaging in discussions or negotiating  with
such third party  concerning an Alternative  Acquisition  provided that all of
the  following  events  shall have  occurred:  (1) such third party has made a
written  proposal to the Board of Directors of Celiant (which  proposal may be
conditional)   to  consummate  an  Alternative   Acquisition   which  proposal
identifies  a  price  or  range  of  values  to be paid  for  the  outstanding
securities or substantially all of the assets of Celiant,  and if consummated,
the Board of Directors of Celiant has determined is financially more favorable
to the Stockholders than the terms of the Merger (a "Superior Proposal");  (2)
Celiant's  Board  of  Directors  has  determined,  that  such  third  party is
financially  capable  of  consummating  such  Superior  Proposal;  and (3) the
Company  shall  have been  notified  in  writing  of such  Superior  Proposal,
including all of its terms and conditions, and shall have been given copies of
such proposal.  Notwithstanding  the foregoing,  Celiant shall not provide any
non-public information to such third party unless (1) Celiant has prior to the
date thereof provided such information to the Company's  representatives;  (2)
Celiant has notified the Company in advance of any such proposed disclosure of
non-public  information  to any such third party,  with a  description  of the
information proposed to be disclosed; and (3) Celiant provides such non-public
information  pursuant  to a  nondisclosure  agreement  with terms which are at
least as restrictive as the Confidentiality Agreement.

     Upon  compliance  with the foregoing and subject to Section 7.2(d) below,
Celiant  shall be  entitled to enter into an  agreement  with such third party
concerning an Alternative  Acquisition provided that Celiant shall immediately
make  payment  in full to the  Company  of the  Termination  Fee as defined in
Section 9.2(b) below.

          (c) If Celiant  receives any unsolicited  offer or proposal to enter
into  discussions  or  negotiations  relating to an  Alternative  Acquisition,
Celiant shall notify the Company thereof within twenty-four hours of Celiant's
receipt thereof,  including information as to the identity of the party making
any such offer or proposal and the  specific  terms of such offer or proposal,
as the case may be.

          (d) Prior to accepting  any Superior  Proposal,  Celiant  shall have
given the  Company  written  notice of such offer or  proposal  specifying  in
detail the terms and conditions,  including,  without limitation, the identity
of the unsolicited offeror and the amount and nature of the consideration,  of
such offer or proposal (the  "Superior  Proposal  Notice").  Celiant shall not
accept any  Superior  Proposal  until ten  business  days  after the  Superior
Proposal Notice has been delivered to the Company.

     Within five (5)  business  days of its receipt of the  Superior  Proposal
Notice, the Company shall have the right to make a counter proposal equally or
more  favorable  than such  unsolicited  offer or proposal  ("Company  Counter
Proposal"). In the event that the Company does make a Company Counter Proposal
within five (5) business days of its receipt of the Superior  Proposal Notice,
Celiant shall promptly  terminate all discussions and  negotiations  regarding
the Superior  Proposal and shall proceed to consummate the  transaction as set
forth in the Company  Counter  Proposal and the other terms and  conditions of
this Agreement,  including, without limitation, the provisions of this Section
7.2,  shall continue in effect.  In such event,  Celiant shall not disclose to
the  unsolicited  offeror or any other third party the terms and conditions of
the Company Counter Proposal.

          (e) Celiant shall be entitled to provide  copies of this Section 7.2
to third parties who, on an entirely unsolicited basis, after the date hereof,
contact  Celiant  concerning an Alternative  Acquisition;  provided,  that the
Company  shall  concurrently  be notified of such  contact and the delivery of
such copy.

          (f) Notwithstanding  anything in this Agreement to the contrary,  on
and  after the  Relevant  Time,  Celiant  shall  have no right to  accept  any
proposal  for,  enter into any agreement  with respect to, or  consummate  any
Alternative Acquisition under any circumstances.

     Section 7.3. Stockholder Approval.

          (a) Celiant,  acting through its Board of Directors,  shall, subject
to and in accordance with applicable law and its Certificate of  Incorporation
and  By-Laws,  promptly  and duly call,  give  notice of,  convene  and hold a
meeting of the Stockholders (or circulate a unanimous written consent) for the
purpose of voting to approve  and adopt this  Agreement  and the  transactions
contemplated  hereby,  and,  prior to the  receipt by  Celiant of the  Company
Closing Notice,  subject to the existence of a Superior Proposal (i) recommend
approval  and adoption of this  Agreement  and the  transactions  contemplated
hereby by the Stockholders,  and (ii) take all reasonable and lawful action to
solicit and obtain such approval.

          (b) At or prior to the Closing, Celiant shall deliver to the Company
a  certificate  of its  Secretary  setting  forth the voting  results from its
stockholder meeting.

     Section 7.4. Best  Efforts.  Subject to the terms and  conditions  herein
provided, each of the parties hereto agrees to use its reasonable best efforts
to take, or cause to be taken,  all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement,
including,  without  limitation,  the  obtaining  of  all  necessary  waivers,
consents and approvals and the  effecting of all necessary  registrations  and
filings.  Without  limiting the  generality of the  foregoing,  as promptly as
practicable,  Celiant  and the  Company  and Sub shall  make all  filings  and
submissions  under  the HSR Act as may be  reasonably  required  to be made in
connection  with this  Agreement  and the  transactions  contemplated  hereby.
Subject to the Confidentiality Agreement, Celiant will furnish to the Company,
and the  Company  and Sub  will  furnish  to  Celiant,  such  information  and
assistance  as the  other  may  reasonably  request  in  connection  with  the
preparation of any such filings or submissions. Subject to the Confidentiality
Agreement,  Celiant  will  provide the  Company,  and the Company and Sub will
provide Celiant, with copies of all material written  correspondence,  filings
and  communications (or memoranda setting forth the substance thereof) between
such party or any of its  representatives  and any Governmental  Entity,  with
respect to the  obtaining of any waivers,  consent or approvals and the making
of any registrations or filings,  in each case that is necessary to consummate
the Merger and the other transactions contemplated hereby. In case at any time
after the Effective Time any further action is necessary or desirable to carry
out the purposes of this  Agreement,  the proper  officers or directors of the
Company or the Surviving Corporation shall take all such necessary action.

     Section 7.5. Voting Agreement. Concurrently herewith, and as an essential
inducement  for the  Company's  entering into this  Agreement,  the Company is
entering  into the Voting  Agreement of the  Stockholders  with respect to all
shares of Celiant Common Stock or Celiant Preferred Stock owned  (beneficially
or of record) by them.

     Section 7.6. Public Announcements. Each of Celiant and the Company agrees
that it will not  issue  any  press  release  or  otherwise  make  any  public
statement  with respect to this Agreement  (including the Exhibits  hereto) or
the transactions  contemplated  hereby or thereby without the prior consent of
the other party, which consent shall not be unreasonably  withheld or delayed;
provided,  however,  that such  disclosure can be made without  obtaining such
prior  consent if (i) the  disclosure  is  required  by law or by  obligations
imposed  pursuant  to any  listing  agreement  with  the  NNM or any  national
securities  exchange and (ii) the party making such  disclosure has first used
its best efforts to consult with the other party about the form and  substance
of such disclosure.

     Section 7.7. Celiant Stock Options. At the Effective Time, each option to
purchase   Celiant  Common  Stock  (the  "Celiant  Stock  Options")  which  is
outstanding  immediately  prior to the Effective  Time shall be  automatically
cancelled  and the holder of each such Celiant  Stock Option shall be entitled
to receive, in cash, net of all required withholdings,  an amount equal to (i)
the  difference  between  $4.735360195  and the exercise price of such Celiant
Stock Option,  multiplied by (ii) the number of shares of Celiant Common Stock
subject to the Celiant Stock Option.  The Company hereby expressly assumes the
foregoing payment obligation to the holders of Celiant Stock Options and shall
satisfy such obligation in full at the Closing by depositing sufficient funds,
net of all required  withholdings,  in a segregated account to be disbursed to
the  holders of such  Celiant  Stock  Options in  accordance  herewith  at the
direction of Ralph E. Faison.

     Section  7.8.  Expenses.  Whether or not the Merger is  consummated,  all
costs and expenses  incurred in connection with this Agreement  (including the
Exhibits hereto) and the transactions contemplated hereby shall be paid by the
party incurring such expenses.

     Section 7.9.  Listing  Application.  The Company will use its  reasonable
best efforts to cause the shares of Company Common Stock to be issued pursuant
to this Agreement in the Merger to be listed for quotation on the NNM.

     Section  7.10.  Supplemental  Disclosure.  Each party  shall give  prompt
notice to the other, of (i) the occurrence,  or  non-occurrence,  of any event
the occurrence,  or non-occurrence,  of which would be likely to cause (x) any
representation  or  warranty  contained  in this  Agreement  to be  untrue  or
inaccurate  or (y) any  covenant,  condition  or  agreement  contained in this
Agreement  not to be complied  with or  satisfied  and (ii) any failure of the
Company  or  Celiant,  as the case  may be,  to  comply  with or  satisfy  any
covenant,  condition  or  agreement  to be complied  with or  satisfied  by it
hereunder; provided, however, that the delivery of any notice pursuant to this
Section  7.10  shall not have any effect for the  purpose of  determining  the
satisfaction  of the  conditions set forth in Article VII of this Agreement or
otherwise  limit or affect the remedies  available  hereunder to any party. In
addition,  Celiant shall  deliver  monthly  unaudited  and internal  financial
statements to the Company within 15 days after the end of each month.

     Section  7.11.  Conveyance  Taxes.  Celiant and the Company and Sub shall
cooperate  in  the   preparation,   execution   and  filing  of  all  returns,
questionnaires,  applications,  or  other  documents  regarding  (i) any  real
property transfer gains,  sales, use, transfer,  value-added,  stock transfer,
and stamp taxes,  (ii) any recording,  registration  and other fees, and (iii)
any  similar  taxes  or fees  that  become  payable  in  connection  with  the
transactions contemplated hereby that are required or permitted to be filed on
or before the  Effective  Time (all the foregoing  taxes being  referred to as
"Conveyance Taxes"). The Company shall pay any and all Conveyance Taxes.

     Section 7.12.  Celiant  Employees.  The Company and Sub  acknowledge  and
agree that all  employees of Celiant  immediately  prior to the Closing  shall
automatically become employees of the Company or one of its subsidiaries.

     Section 7.13. Celiant Tax Opinion Certificate.  Celiant, its officers and
the  Stockholders,  shall  execute  and  deliver  such  certificates,  in form
reasonably  satisfactory  to the  Company  dated as of the  Closing  Date (the
"Celiant Tax Opinion Certificate")  setting forth factual  representations and
covenants that will serve as a basis for the tax opinions required pursuant to
Sections 8.1(g) and 8.1(h) of this Agreement.

     Section  7.14.  Company  Tax  Opinion  Certificate.  The  Company and its
officers  shall  execute and deliver  such  certificates,  in form  reasonably
satisfactory to Celiant dated as of the Closing Date (the "Company Tax Opinion
Certificate")  setting forth factual  representations  and covenants that will
serve as a basis for the tax opinions required pursuant to Sections 8.1(g) and
8.1(h) of this Agreement.

     Section 7.15. Other Tax-Related Certificates.  Celiant shall provide such
certificates  as may be required so that no  withholding  of taxes is required
pursuant to Section 1445 of the Code as a result of the Merger.

     Section 7.16. Other Tax Matters. This Agreement is intended to constitute
a "plan of  reorganization"  within the meaning of section  1.368-2(g)  of the
Income Tax  Regulations  promulgated  under the Code.  Neither Celiant nor the
Company  shall  directly  or  indirectly  (and each  shall  cause  each of its
subsidiaries  and  affiliates not to) at any time knowingly take any action or
knowingly fail to take any action that would or would be reasonably  likely to
jeopardize the intended tax treatment of the transactions contemplated hereby.

                                 ARTICLE VIII.
                   CONDITIONS TO CONSUMMATION OF THE MERGER

     Section 8.1.  Conditions to Each Party's Obligation to Effect the Merger.
The respective obligations of each party to effect the Merger shall be subject
to the  satisfaction  at or  prior  to the  Effective  Time  of the  following
conditions:

          (a) HSR Approval.  Any waiting period applicable to the consummation
of the Merger under the HSR Act shall have expired or been terminated,  and no
action  shall have been  instituted  by the  Department  of Justice or Federal
Trade  Commission  challenging or seeking to enjoin the  consummation  of this
transaction, which action shall have not been withdrawn or terminated.

          (b)  Financial  Statements.  The  Company  shall have  received  the
following historical financial information for Celiant and the Business:

               (i) Unaudited  Balance Sheet of Celiant as of December 31, 2001
and  unaudited  statements  of income and cash flows for the three months then
ended;

               (ii) Audited  Balance Sheet of Celiant as of September 30, 2001
and audited  statements of income,  changes in  stockholders'  equity and cash
flows for the period from  inception  (March 9, 2001)  through  September  30,
2001;

               (iii)  Audited  Statements of Assets  Acquired and  Liabilities
Assumed of the Power  Amplifier  product line of Lucent as of May 31, 2001 and
September 30, 2000; and

               (iv) Audited  Statements of Revenues and Direct Expenses of the
Power Amplifier  product line of Lucent for the period from October 1, 2000 to
May 31, 2001 and for the years ended September 30, 2000 and 1999.

          (c)  Stockholder  Approval.  This  Agreement  and  the  transactions
contemplated hereby shall have been approved and adopted by the requisite vote
of the Stockholders in accordance with applicable law.

          (d) NNM Listing for  Quotation.  The shares of Company  Common Stock
issuable to the holders of Celiant  Common Stock pursuant to this Agreement in
the Merger shall have been  authorized  for listing on the NNM,  upon official
notice of issuance.

          (e) No Order. No Governmental  Entity  (including a federal or state
court) of competent  jurisdiction  shall have  enacted,  issued,  promulgated,
enforced or entered any statute,  rule,  regulation,  executive order, decree,
injunction or other order (whether temporary,  preliminary or permanent) which
is  in  effect  and  which   materially   restricts,   prevents  or  prohibits
consummation of the Merger or any transaction  contemplated by this Agreement;
provided, however, that the parties shall use their reasonable best efforts to
cause any such decree,  judgment,  injunction  or other order to be vacated or
lifted.

          (f)  Approvals.  Other  than  the  filing  of  Merger  documents  in
accordance with the DGCL, all  authorizations,  consents,  waivers,  orders or
approvals  of, or  declarations  or filings with,  or  expirations  of waiting
periods imposed or required by, any  Governmental  Entity or any other Person,
the failure of which to obtain,  make or occur  would have a Material  Adverse
Effect  at or  after  the  Effective  Time  on the  Company  of the  Surviving
Corporation shall have been obtained, been filed or have occurred.

          (g) Celiant Tax Opinion.  Celiant  shall have received an opinion of
Sills Cummis Radin Tischman  Epstein & Gross,  P.A. ("Sills Cummis") dated the
Closing Date to the effect that the Merger will  constitute  a  reorganization
for federal  income tax purposes  within the meaning of Section  368(a) of the
Code,  which opinion shall not have been withdrawn or modified in any material
respect.  For purposes of rendering its opinion,  Sills Cummis may rely on the
statements  and  representations  in this  Agreement and the tax  certificates
delivered  pursuant  to  Sections  7.13 and  7.14;  it being  agreed  that the
issuance of such opinion  shall be expressly  conditioned  upon the receipt of
such certificates  (which certificates shall be dated the date of such opinion
and shall not have been withdrawn or modified).

          (h) Company Tax Opinion.  The Company shall have received an opinion
of Gardner,  Carton & Douglas ("Gardner Carton") dated the Closing Date to the
effect that the Merger will constitute a reorganization for federal income tax
purposes within the meaning of Section 368(a) of the Code, which opinion shall
not have been withdrawn or modified in any material  respect.  For purposes of
rendering  its  opinion,  Gardner  Carton  may  rely  on  the  statements  and
representations in this Agreement and the tax certificates  delivered pursuant
to Sections  7.13 and 7.14 it being  agreed that the  issuance of such opinion
shall be expressly  conditioned upon the receipt of such  certificates  (which
certificates  shall be dated the date of such  opinion and shall not have been
withdrawn or modified).

     Section 8.2.  Conditions  to  Obligation of the Company and Sub to Effect
the Merger.  The obligations of the Company and Sub to effect the Merger shall
be  subject  to the  satisfaction  at or  prior to the  Effective  Time of the
following additional conditions, unless waived in writing by the Company:

          (a)  Representations  and  Warranties.  The aggregate  effect of all
inaccuracies  in the  representations  and  warranties of Celiant set forth in
this  Agreement  as of  the  date  hereof,  and,  except  to the  extent  such
representations  and  warranties  speak  as  of an  earlier  date,  as of  the
Effective  Time as though made at and as of the Effective  Time,  does not and
could not reasonably be expected to have a Material  Adverse Effect on Celiant
and the Company shall have received a certificate  signed on behalf of Celiant
by the chief executive  officer or the chief  financial  officer of Celiant to
such effect.

          (b)  Performance  of  Obligations  of  Celiant.  Celiant  shall have
performed in all material respects all obligations required to be performed by
it under this  Agreement at or prior to the  Effective  Time,  and the Company
shall  have  received a  certificate  signed on behalf of Celiant by the chief
executive  officer or the chief  financial  officer of Celiant to such effect.

          (c)  Employment  Agreement.  Celiant and Ralph E. Faison  shall have
each properly  executed and  delivered to the Company an employment  agreement
between the Company, Celiant and Faison in the form of Exhibit C, effective as
of the Effective Time,  naming Faison as President and Chief Operating Officer
of the Company (the "Employment  Agreement") which Employment  Agreement shall
supercede and terminate the existing employment  agreement between Celiant and
Faison effective as of the Effective Time.

          (d) Material Adverse Effect.  No fact,  event or circumstance  shall
have occurred that has had or is reasonably  likely to have a Material Adverse
Effect with respect to Celiant.

          (e) Core Agreements. The Core Agreements shall have remained in full
force and effect without modification.

          (f) Celestica  Agreement.  Celiant and  Celestica,  Inc.  shall have
entered into an agreement in replacement  of the Celestica  Agreement on terms
no less  favorable to Celiant  than the  Celestica  Agreement  (other than the
absence of third-party guarantees of Celiant's  obligations),  which agreement
shall specifically provide, among other things, that the Surviving Corporation
will succeed to all rights of Celiant under such agreement.

          (g) Proprietary Rights. Celiant shall be in possession of all right,
title and  interest in and to, or a valid and  enforceable  license to use, as
the  case  may  be,  the  Proprietary  Rights,  and  the  legality,  validity,
enforceability,  ownership or use of such Proprietary  Rights shall not be the
subject of any pending or threatened challenge.

          (h) Parachute Payments. All actions shall have been taken by Celiant
and the Stockholders  necessary to insure that no material payments to be made
in connection with the Merger will not be deductible by virtue of Section 280G
of the Code.

     Section 8.3.  Conditions  to  Obligation of Celiant to Effect the Merger.
The  obligation  of  Celiant  to effect  the  Merger  shall be  subject to the
satisfaction  at or prior to the Effective  Time of the  following  additional
conditions unless waived in writing by Celiant:

          (a)  Representations  and  Warranties.  The aggregate  effect of all
inaccuracies in the  representations and warranties of the Company and Sub set
forth in this Agreement as of the date hereof,  and, except to the extent such
representations  and  warranties  speak  as  of an  earlier  date,  as of  the
Effective  Time as though made at and as of the Effective  Time,  does not and
could not  reasonably  be  expected to have a Material  Adverse  Effect on the
Company and Celiant shall have received a certificate  signed on behalf of the
Company and Sub by the chief executive  officer or the chief financial officer
of the Company to such effect.

          (b)  Performance of Obligations of the Company.  The Company and Sub
shall have performed in all material  respects all obligations  required to be
performed by them under this Agreement at or prior to the Effective  Time, and
Celiant shall have received a certificate  signed on behalf of the Company and
Sub by the chief  executive  officer  or the chief  financial  officer  of the
Company to such effect.

          (c) Employment  Agreement.  The Company shall have properly executed
and delivered the Employment Agreement.

          (d) Registration  Rights  Agreement.  The Company shall have entered
into a  Registration  Rights  Agreement with the  Stockholders  in the form of
Exhibit D attached  hereto  providing,  among other  things,  that the Company
shall,  subject to the terms and  conditions  thereof,  file and  maintain the
effectiveness  of a S-3  Registration  Statement  for a  period  of two  years
following the Effective Time.

          (e) Material Adverse Effect.  No fact,  event or circumstance  shall
have occurred that has had or is reasonably  likely to have a Material Adverse
Effect with respect to the Company or Sub.

          (f) Absence of Certain Transactions.  Except as contemplated hereby,
the Company shall not be in any  negotiations  or discussions  with any Person
(and shall not have  entered  into with any Person) any Power Amp  Transaction
(other  than a Power Amp  Transaction  approved  by  Celiant  pursuant  to the
provisions of this Agreement) or any Significant Company Business Transaction;
and the Company shall have  delivered to Celiant a certificate  executed by an
officer of the Company to such effect.

                                  ARTICLE IX.
                                  TERMINATION

     Section 9.1.  Termination.  This  Agreement may be terminated at any time
prior  to  the  Effective  Time,  whether  before  or  after  approval  by the
Stockholders:

          (a) by mutual consent of Celiant, the Company and Sub;

          (b) by either  Celiant or the  Company,  if (i) the Merger shall not
have been  consummated  before  September  30, 2002  (unless the failure to so
consummate  the  Merger by such date  shall be due to the action or failure to
act of the party (or its  subsidiaries,  if any)  seeking  to  terminate  this
Agreement,  which  action  or  failure  to act  constitutes  a breach  of this
Agreement)  or (ii) a  condition  to the  obligation  of such party set out in
Article  VIII shall  become  impossible  to satisfy at any time  (unless  such
failure  of  condition  is due to an  action  or  failure  to act of the party
asserting such right to terminate or its subsidiaries, if any);

          (c) by either Celiant or the Company, if any permanent injunction or
action by any  Governmental  Entity of competent  jurisdiction  preventing the
consummation of the Merger shall have become final and nonappealable;

          (d)  by  the  Company,  if  (i)  there  has  been  a  breach  of any
representations  or warranties of Celiant set forth herein the effect of which
is a Material  Adverse  Effect with respect to Celiant,  (ii) there has been a
breach in any material respect of any of the covenants or agreements set forth
in this  Agreement on the part of Celiant,  which breach is not curable or, if
curable,  is not cured within 20 days after  written  notice of such breach is
given by the Company to Celiant, (iii) Celiant enters into an agreement with a
third party concerning an Alternative  Acquisition  prohibited by Section 7.2,
or (iv) Celiant  enters into an  agreement  with a third party  concerning  an
Alternative Acquisition not prohibited by Section 7.2;

          (e)  by   Celiant,   if  (i)   there   has  been  a  breach  of  any
representations  or  warranties  of the  Company  or Sub set forth  herein the
effect of which is a Material Adverse Effect with respect to the Company, (ii)
there has been a breach in any  material  respect of any of the  covenants  or
agreements  set forth in this  Agreement  on the part of the  Company  or Sub,
which breach is not curable or, if curable,  is not cured within 20 days after
written notice of such breach is given by Celiant to the Company or Sub, (iii)
such  termination  is  necessary  to allow  Celiant to enter into an agreement
permitted by Section 7.2 with respect to a Superior  Proposal  (provided  that
the termination  described in this clause (iii) shall not be effective  unless
and until  Celiant shall have paid to the Company in full the fee described in
Section  9.2(b)(ii)),  or (iv) (A) the Board of Directors of the Company makes
any recommendation with respect to any proposed  acquisition of the Company or
any transaction that  contemplates a change of control of the Company (whether
by merger,  purchase of capital  stock,  purchase of assets or  otherwise)  (a
"Significant  Company Business  Transaction"),  other than a recommendation to
reject  such  Significant  Company  Business  Transaction,  (B) a  Significant
Company   Business   Transaction   is  entered   into  with  or  without   any
recommendation  for the same by the Board of Directors of the Company,  or (C)
the  Company  enters  into any Power Amp  Transaction  (other than a Power Amp
Transaction approved by Celiant pursuant to the provisions of this Agreement).

     Section 9.2. Effect of Termination.

          (a) In the event of termination  of this Agreement  pursuant to this
Article IX, the Merger  shall be deemed  abandoned  and this  Agreement  shall
forthwith  become void,  without  liability  on the part of any party  hereto,
except as expressly  provided  herein,  and except that  nothing  herein shall
relieve any party from liability for any breach of this Agreement  (other than
as set forth in Sections 9.2(b)(i), (ii) and (iii)).

          (b) (i) If the Company shall have terminated this Agreement pursuant
to  Section  9.1(d)(iv),  or  Celiant  shall have  terminated  this  Agreement
pursuant  to  Section  9.1(e)(iii),  then  in any  such  case,  Celiant  shall
promptly,  but in no event more than two business  days after the date of such
termination,  pay the  Company  a  termination  fee of Fifty  Million  Dollars
($50,000,000);  it being agreed by the parties that anything in this Agreement
to the contrary  notwithstanding,  upon payment of such amount to the Company,
all  obligations  and  liabilities to the Company  related to or arising under
this  Agreement  (or otherwise  contemplated  hereby) by Celiant or any of its
Stockholders,  affiliates,  successors or assigns, if any, shall automatically
be released  and the  Company  agrees that it shall not make any claim in such
regard.

               (ii) If Celiant shall have terminated  this Agreement  pursuant
to Section  9.1(e)(iv)(A)  or (B), then the Company shall promptly,  but in no
event later than two  business  days after the date of such  termination,  pay
Celiant a termination  fee of Fifty Million  Dollars  ($50,000,000);  it being
agreed  by the  parties  that  anything  in  this  Agreement  to the  contrary
notwithstanding,  upon payment of such amount to Celiant,  all obligations and
liabilities  to  Celiant  related  to or  arising  under  this  Agreement  (or
otherwise  contemplated  hereby)  by the  Company  or  any of its  affiliates,
successors or assigns,  if any,  shall  automatically  be released and Celiant
agrees that it shall not make any claim in such regard.

               (iii) If the  Company  shall  have  terminated  this  Agreement
pursuant to Section  9.1(d)(iii),  then,  if the Company so elects within five
(5) business days of such termination, Celiant shall promptly, but in no event
later than two business days after the date of such election,  pay the Company
a termination fee of Fifty Million Dollars  ($50,000,000),  it being agreed by
the parties that anything in this  Agreement to the contrary  notwithstanding,
upon payment of such amount to the Company, all obligations and liabilities to
the  Company  related  to  or  arising  under  this  Agreement  (or  otherwise
contemplated  hereby)  by  Celiant  or any of  its  Stockholders,  affiliates,
successors or assigns, if any, shall automatically be released and the Company
agrees  that it shall not make any claim in such  regard;  provided,  further,
that if the Company does not elect to require Celiant to pay a termination fee
pursuant to this Section  9.2(b)(iii),  Celiant shall not be relieved from any
liability for any breach of this Agreement.

                                  ARTICLE X.
                              GENERAL PROVISIONS

     Section 10.1. Certain Definitions.

     "knowledge" or  "awareness"  of any entity means the actual  knowledge or
awareness  of  such  entity's   directors,   officers  and  other  individuals
exercising supervisory authority.

     "Liens" means any claim, liens (including any tax lien), option, right of
first refusal or offer, buy-sell agreement, voting agreement or trust, pledge,
charge,  mortgage,  security interest,  or other restriction on use, transfer,
receipt of income,  or exercise of any other  attribute  of  ownership  or any
other encumbrance or right of third Persons.

     "Material  Adverse  Effect" or  "Material  Adverse  Change"  means,  with
respect  to the  specified  Person,  any effect or change  that is  materially
adverse  to the  condition  (financial  or  otherwise),  business,  results of
operations,  prospects, assets, liabilities or operations of such Person or to
the ability of such Person to consummate the transactions contemplated by this
Agreement, in each case taken as a whole.

     "Permitted  Lien"  means (a) any  immaterial  materialmen's,  mechanics',
carriers', workmen's,  repairmen's or other like Liens arising in the ordinary
course of business  for amounts  not yet due or which are being  contested  in
good faith by appropriate  proceedings,  (b) any immaterial  Liens for current
Taxes or special  assessments not yet due or any Taxes being contested in good
faith by appropriate proceedings,  (c) any Lien originating from the existence
(but not because of the breach of) any Contract disclosed in this Agreement or
the Disclosure Schedules or (d) any other immaterial Lien.

     "Person" means an individual, corporation, partnership, limited liability
company, joint venture,  association,  trust,  unincorporated  organization or
other entity.  References to a person are also to its permitted successors and
assigns.

     Section  10.2.  Amendment  and  Modification.  At any  time  prior to the
Effective Time, this Agreement may be amended,  modified or supplemented  only
by written  agreement  (referring  specifically to this Agreement) of Celiant,
Sub and  the  Company  with  respect  to any of the  terms  contained  herein;
provided,  however,  that after any approval and adoption of this Agreement by
the Stockholders, no such amendment,  modification or supplementation shall be
made which under  applicable  law requires the approval of such  Stockholders,
without the further approval of such Stockholders.

     Section 10.3.  Waiver. At any time prior to the Effective Time,  Celiant,
on the one hand,  and the Company,  on the other hand, may (i) extend the time
for the performance of any of the obligations or other acts of the other, (ii)
waive any  inaccuracies  in the  representations  and  warranties of the other
contained herein or in any documents delivered pursuant hereto and (iii) waive
compliance by the other with any of the  agreements  or  conditions  contained
herein  which may legally be waived.  Any such  extension  or waiver  shall be
valid only if set forth in an instrument in writing specifically  referring to
this Agreement and signed on behalf of such party.

     Section   10.4.    Survivability;    Investigations.    The    respective
representations  and warranties of Celiant and the Company contained herein or
in  any  certificates  or  other  documents  delivered  prior  to or as of the
Effective  Time (i) shall not be deemed  waived or  otherwise  affected by any
investigation  made by any party hereto and (ii) shall not survive  beyond the
Effective Time.

     Section 10.5.  Notices.  All notices and other  communications  hereunder
shall be in writing and shall be deemed  given if delivered  personally  or by
next-day courier or telecopied with confirmation of receipt, to the parties at
the addresses  specified  below (or at such other address for a party as shall
be  specified  by like  notice;  provided  that notices of a change of address
shall be  effective  only upon  receipt  thereof).  Any such  notice  shall be
effective  upon receipt,  if personally  delivered or  telecopied,  or one day
after delivery to a courier for next-day delivery.

          (a)  If to Celiant, to:

               Celiant Corp.
               40 Technology Drive
               Warren, New Jersey 07059
               Attention:  Ralph E. Faison
               Telephone:  (908) 546-4700
               Telecopy:  (908) 546-4701

          with a copy to:

               Victor H. Boyajian
               Sills Cummis Radin Tischman Epstein & Gross, P.A.
               One Riverfront Plaza
               Newark, New Jersey 07102
               Telephone:  (973) 643-7000
               Telecopy:  (973) 643-6500

               and

          (b)  if to the Company or Sub, to:

               Andrew Corporation
               10500 West 153rd Street
               Orland Park, Illinois  60462
               Attention:  Floyd L. English
               Telephone:  (708) 349-3300
               Telecopy:  (708) 349-5294

          with a copy to:

               Dewey B. Crawford
               Gardner, Carton & Douglas
               321 N. Clark Street
               Suite 3400
               Chicago, Illinois 60610
               Telephone:  (312) 644-3000
               Telecopy:  (312) 644-3381

     Section  10.6.   Descriptive  Headings;   Interpretation.   The  headings
contained in this  Agreement  are for  reference  purposes  only and shall not
affect in any way the meaning or interpretation of this Agreement.  References
in this Agreement to Sections, Schedules, Exhibits or Articles mean a Section,
Schedule,  Exhibit or Article of this Agreement  unless  otherwise  indicated.
References  to this  Agreement  shall be deemed to include  the  Exhibits  and
Schedules hereto, unless the context otherwise requires.

     Section 10.7. Entire Agreement; Assignment. This Agreement (including the
Schedules and other  documents and instruments  referred to herein),  together
with the  Confidentiality  Agreement,  constitute  the  entire  agreement  and
supersede  all other prior  agreements  and  understandings,  both written and
oral,  among the parties or any of them,  with  respect to the subject  matter
hereof.  This  Agreement is not intended to confer upon any person not a party
hereto any rights or remedies hereunder.  This Agreement shall not be assigned
by operation of law or otherwise.

     Section  10.8.  Governing  Law. This  Agreement  shall be governed by and
construed in accordance with the laws of the State of Delaware  without giving
effect to the provisions thereof relating to conflicts of law.

     Section  10.9.  Severability.  In case any one or more of the  provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect against a party hereto,  the validity,  legality and enforceability of
the remaining  provisions contained herein shall not in any way be affected or
impaired thereby and such  invalidity,  illegality or  unenforceability  shall
only apply as to such party in the specific  jurisdiction  where such judgment
shall be made.

     Section  10.10.  Specific  Performance.  Each  of  the  parties  to  this
Agreement  acknowledges that the other parties would be damaged irreparably in
the  event  any of the  provisions  of this  Agreement  are not  performed  in
accordance  with their specific terms or otherwise are breached.  Accordingly,
each  of the  parties  agrees  that,  other  than  as set  forth  in  Sections
9.2(b)(i),  (ii)  and  (iii),  the  other  parties  shall  be  entitled  to an
injunction  or  injunctions  to prevent  breaches  of the  provisions  of this
Agreement  and to  enforce  specifically  this  Agreement  and the  terms  and
provisions  hereof  in  addition  to any  other  remedy  to which  they may be
entitled, at law or in equity.

     Section  10.11.  Counterparts.  This  Agreement may be executed in two or
more counterparts,  each of which shall be deemed to be an original but all of
which shall constitute one and the same agreement.

                           [Signature Page Follows]


<PAGE>


     IN WITNESS WHEREOF,  each of the Company, Sub and Celiant has caused this
Agreement  to be  executed  on its  behalf  by  its  officers  thereunto  duly
authorized, all as of the date first above written.

                                        ANDREW CORPORATION


                                        By:   /s/ Floyd L. English
                                           -----------------------------------
                                           Name:  Floyd L. English
                                           Title: Chairman and CEO



                                        PTOLEMY ACQUISITION CO.


                                        By:   /s/ C.R. Nicholas
                                           -----------------------------------
                                           Name:  C.R. Nicholas
                                           Title: President



                                        CELIANT CORPORATION


                                        By:   /s/ Ralph Faison
                                           -----------------------------------
                                           Name:  Ralph Faison
                                           Title: CEO and President






02720.0001 #330250


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>d330247_ex-99b.txt
<DESCRIPTION>EX-99B REGISTRATION RIGHTS AGREEMENT
<TEXT>


                              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


</TEXT>
</DOCUMENT>
</SUBMISSION>
