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EXHIBIT 10.35
WESTERN MULTIPLEX CORPORATION
Dated as of November 1, 1999
Ripplewood Holdings, L.L.C.
One Rockefeller Plaza
New York, NY 10020
Attention: Robert S. Lynch
Dear Mr. Lynch:
Western Multiplex Corporation ("WMC") hereby engages Ripplewood Holdings,
L.L.C. ("Ripplewood") to provide consulting and management advisory services to
WMC, as requested by WMC. These services will be in connection with financial
and strategic corporate planning and other management services as WMC and
Ripplewood shall mutually agree.
In consideration of the consulting and management advisory services
described herein WMC agrees to pay Ripplewood an annual fee (the "Management
Fee") equal to 1% of net revenue, as calculated in accordance with generally
accepted accounting principles. The Management Fee will be paid quarterly in
arrears. This agreement will terminate on June 30, 2000.
WESTERN MULTIPLEX CORPORATION
By: /S/ Nancy Huber
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Name: Nancy Huber
Title: CFO
Agreed and accepted by:
RIPPLEWOOD HOLDINGS, L.L.C.
By: /S/ Jeffrey M. Hendren
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Name: Jeffrey M. Hendren
Title: Managing Director
