content: U.S. SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C.  20549
  
  
  
  
                                      FORM 8-K
  
  
  
  
                                 Current Report
                        Pursuant to Section 13 or 15 (d) of
                       The Securities and Exchange Act of 1934
  
         Date of Report (Date of earliest event reported):  May 11, 2000
  
  
                              ANTENNA PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)
  
                                    Delaware
                  (State of other jurisdiction of incorporation)
  
  
            0-12866                                       75-1907070
         (Commission File Number)       (IRS Employer Identification No.)
  
  
                                1209 Orange Street
                           Wilmington, Delaware 19801
               (Address of Principal Executive Officers)  (Zip Code)
  
  
  
        Registrant's telephone number, including area code:  (302) 658-7581
  
  
  
  Item 2.		Acquisition or Disposition of Assets
  
  Antenna Products Corporation, a Texas Corporation and wholly owned
  subsidiary of Antenna Products, Inc., purchased the complete line of
  commercial telecommunications antennas known as the Phazar(TM) product
  line from BAE SYSTEMS Advanced Systems on May 1, 2000.  The tangible
  assets purchased consisted of the inventory, tooling, fixtures, radome
  molds, test equipment, and demonstration equipment.  The intangible
  assets purchased included the patents, copyrights, trademarks,
  engineering data, manufacturing drawings, manufacturing method sheets,
  test procedures, quality program plans, vendor lists, customer lists,
  product data sheets, Chameleon(TM), and pattern Information.  No real
  property was included in the sale.  The product line will be moved to
  the Antenna Products Corporation plant in Mineral Wells, Texas.  The
  inventory (valued at cost) was purchased for $360,000 cash.  The
  remainder, including the intangible assets valued at a substantial
  discount to the seller's development costs, was purchased for 172,800
  unregistered shares of Antenna Products, Inc. common stock.   On May 1,
  2000, the closing price on The Nasdaq SmallCap Market of Antenna
  Products, Inc. common stock was $2.96875.   Additionally, a 6% royalty
  on the sales of the Intelligent Antenna System products is due for
  seven years. The transaction was financed by drawing $360,000 on the
  existing accounts receivable and inventory credit line at The Frost
  National Bank, San Antonio, Texas.
  
  Prior to the consummation of this transaction, there were no material
  relationships between BAE SYSTEMS Advanced Systems and Antenna
  Products, Inc. or any of their affiliates, any directors or officers,
  or any associate of any such director or officer.
  
  The product line purchased consists of eighteen models of planar single
  beam (PSB) cellular antennas, two models of intelligent antenna systems
  (IAS), fifteen U.S. Patents, one pending U.S. Patent Application, and
  multiple corresponding Foreign Patents and pending Patent Applications.
  A camouflaging system for environmental concealment of the antennas
  called Chameleon(TM), was also included in the sale.  This product line
  complements Antenna Products Corporation's existing commercial antenna
  product lines and will be produced at the plant in Mineral Wells,
  Texas.
  
  
  Item 7.  Financial Statements and Exhibits.
  
  Items (a) and (b) have not been submitted since this business
  acquisition does not meet the SEC's definition of a significant
  acquisition.
  
  Item (c) Exhibits.
  
  Asset purchase agreement between BAE SYSTEMS AEROSPACE INC.
  Advanced Systems and Antenna Products, Inc.
  
  Index of exhibits to asset purchase agreement between BAE SYSTEMS
  AEROSPACE INC. Advanced Systems and Antenna Products Inc.
  
  
  
  
  
  
  
  
  
  
  
  
  
                              ASSET PURCHASE AGREEMENT
  
                                       between
  
                             BAE SYSTEMS AEROSPACE INC.
                                 Advanced Systems
  
                                        and
  
                               ANTENNA PRODUCTS, INC.
  
  
  
  
  
  
  
                                   May 1, 2000
  
  
  
  
  
  
  
  
  
  
                             ASSET PURCHASE AGREEMENT
  
  
       This Agreement, dated as of May 1, 2000, is by and between BAE
  SYSTEMS AEROSPACE INC., Advanced Systems, Greenlawn, NY 11740 ("AS"),
  and ANTENNA PRODUCTS, INC., Fort Worth, TX 76121 ("AP").
  
                               R E C I T A L S:
  
       AS desires to sell, and AP desires to purchase, certain of AS'
  assets, in accordance with the Memorandum of Offer for Sale of the
  Phazar(TM) Antenna Business Unit of Advanced Systems Division, Marconi
  Aerospace Systems, Inc., dated December 1, 1999, and the conditional
  Letter of Intent between the parties, dated March 15, 2000.
  
       Therefore, on the terms and subject to the conditions herein set
  forth, the parties hereto hereby agree as follows:
  
                                    ARTICLE I
  
                             _ Purchase and Sale_
  
       1.1(A)	_Sale and Purchase of Assets_  Subject to and upon the
  terms and conditions contained herein, at the Closing (as hereinafter
  defined), AS shall sell, transfer, assign, convey and deliver to AP,
  F.O.B. Greenlawn, New York and on an "AS IS, WHERE IS" basis, but free
  and clear of all liens, claims and encumbrances, and AP shall purchase,
  accept and acquire from AS on such basis, the tangible and intangible
  assets listed or otherwise specifically identified in Schedule1.1
  attached hereto (collectively called the "Assets") associated with the
  following:
  
       (a)	The Planar Single Beam (PSB) Antenna Product Line,
  
          	The sale covers all the Assets identified in Schedule 1.1
  
       (b)	The Chameleon(TM) Coating process,
  
          	The sale covers all the Assets identified in Schedule 1.1
  
       (c)	The Intelligent Antenna Systems (IAS) for ESMR Product
           Line,
  
          	The sale covers all the Assets identified in Schedule 1.1
  
       (d)	The Intelligent Antenna System (IAS) for AMPS Product Line
  
          	The sale covers all the Assets identified in Schedule 1.1
  
       (e)	Intellectual property
  
           The sale covers all the patents and other intellectual
           property identified in Schedule 1.1, and
  
       (f)	Backlog
  
           The sale covers the backlog identified in Schedule 1.1.
  
       1.1(B) _	Limited License to Use "Hazeltine" Name_  AS is the
  owner of commercial rights in the name "Hazeltine" in the field of
  electronics and has used that name in marketing products in its
  Commercial Antenna Product Lines.  AS hereby grants AP an exclusive,
  nontransferable and limited license to use the "Hazeltine" name solely
  in conjunction with marketing the existing products of the Commercial
  Antenna Product Lines covered by the Assets, including variants and
  derivatives of such products, (collectively the "Subject Products") and
  only in the commercial wireless communications market.  Upon request
  from time to time by AS, AP agrees to provide AS with any reasonable
  information required by AS to determine that AP's usage of the
  "Hazeltine" name is in conformance with the limited license granted to
  AP above and does not in any way disparage the name or otherwise
  adversely affect the reputation and good will of AS.
  
       1.1(C)_	Retained Rights_  With respect to the patents,
  copyrights, trade secrets and any and all other intellectual property
  rights included in the Assets, AS retains an irrevocable, royalty-free,
  exclusive, transferable, divisible, worldwide and unlimited right,
  together with the right to grant licenses and to enforce against past,
  present or future infringers, for all uses and purposes whatsoever in
  the military field (i.e., uniformed military service excluding
  uniformed public safety) and an irrevocable, royalty-free,
  nonexclusive, transferable, divisible, worldwide and unlimited right,
  together with the right to grant licenses and to enforce against past,
  present or future infringers, for all uses and purposes whatsoever in
  all other fields of use excluding the field of commercial wireless
  communications, in which AP shall have exclusive rights even as to AS
  including the exclusive right to sell Subject Products (i.e.,
  commercial wireless communication antennas) to customers in the
  military field. In the event AP in the future elects to discontinue,
  abandon or otherwise not fully maintain any of the intellectual
  property included in the Assets, AP shall give AS not less than six (6)
  months advance notice thereof in writing and, at AS' election, assign
  and transfer to AS, without cost, all AP's rights, title and interest
  in and to the particular intellectual property involved.  Failure to
  maintain a specific intellectual property right shall not affect the
  remaining intellectual property rights included in the Assets.
  
       1.2	_Closing_  The closing of the transaction contemplated hereby
  (the "Closing") shall occur at 1:00 p.m. local time on May 1, 2000 (the
  "Closing Date"), in the offices of AS at One Hazeltine Way, Greenlawn,
  New York, or at such other time and place as shall be mutually agreed
  to in writing by the parties hereto.
  
       1.3 _	Purchase Price_  All Assets identified in Section 1.1(A)
  above are included in the following Purchase Price.  AP agrees to:
  
       (a)	Pay AS $360,000 cash, payable at Closing by bank cashier's
           check or by bank-to-bank electronic transfer of funds to
           AS' account in a bank designated by it, at AS' option;
  
       (b)	issue simultaneously to AS and any of its designees, at
           Closing to 172,800 shares of AP Common Stock, the actual
           Share Certificate(s) to be delivered  by AP's transfer
           agent within thirty (30) days of Closing.  AS hereby
           acknowledges and agrees that the Common Stock to be
           transferred by AP shall contain a restrictive legend  as
           set forth on Attachment B-1 of Exhibit B hereto and shall
           be issued in the form of, and shall constitute "restricted
           securities," as such term is defined in Rule 144 under the
           Securities Act of 1933, as amended (the "Securities Act"),
           and will be issued pursuant to the exemption from
           registration afforded by Section 4(2) of, or other
           provisions under the Securities Act and Regulation D
           promulgated thereunder;
  
       (c)	make an annual payment to AS for seven (7) successive
           years, beginning on the 1st day of the month that is
           thirteen (13) calendar months following the Closing and on
           the same date annually for the next six (6) succeeding
           years in an amount equal to 6% of the cumulative total
           annual net sales of all IAS Products (as used herein, "IAS
           Product" means an antenna system that adaptively changes
           beam patterns to enhance wireless communications network
           performance) and derivatives by AP (including any
           affiliates and licensees) in the immediately preceding
           twelve (12) month period.  Such payment shall be made by
           electronic transfer of funds to AS' account in a bank
           designated by AS, and AP shall simultaneously deliver to AS
           a corresponding written report providing sufficient
           information to enable AS to verify AP's calculation of such
           payment.  AP shall maintain accurate books and records of
           all such sales and annual payments, and AS shall have the
           right to have such books and records audited by a mutually
           acceptable independent auditor, not more often than
           annually, for the sole purpose of determining the accuracy
           of AP's annual reports and payments to AS.  And,
  
       (d)	pay AS $60,000 for up to  1040 hours of Other Support
           (inclusive of all travel and subsistence expenses incurred
           by AS personnel in providing Other Support elsewhere  than
           on Long Island, New York provided the proportion of Other
           Support requested by AP to be performed elsewhere is
           reasonable) in accordance with  Section 1.6 below, such sum
           to be paid to AS at the rate of $10,000 per month beginning
           on the last day of the month next following the Closing and
           a like amount on the same day of each month for the next
           five succeeding months.  In addition, AP shall pay AS at
           the rate of $140.00 per hour for any and all additional
           support, in excess of the 1040 hours provided for above,
           which AP may request and AS may agree to provide pursuant
           to Section 1.6, and AP shall reimburse AS for reasonable
           travel and subsistence expenses incurred by its personnel
           when providing such additional Other Support to AP at other
           than AS' facility in Greenlawn, New York, at AP's request.
  
       (e)	pay AS $82.00 per hour for manufacturing services (at its
           facility in Greenlawn, New York) to complete the
           manufacturing of any item which may be listed in the
           Backlog, Attachment "K" of Schedule 1.1 and which AP may,
           within 30 days following Closing, request AS to complete,
           subject to the availability of the necessary Assets at AS'
           facility in Greenlawn in light of AP's right to require
           delivery of Assets under Section 5.7 below.
  
       1.4 _Assumption of Liabilities_  Except as provided in Section
  4.3 below with respect to warranty claims for Subject Products sold by
  AS prior to the closing, AP shall not assume or agree to pay, perform
  or discharge any liabilities or obligations of AS, whether accrued,
  absolute, contingent or otherwise, including without limitation
  liabilities based on or arising out of or in connection with (a) any
  defects in products manufactured or sold by AS, (b) any implied or
  express warranties relating to such products, or (c) any pension or
  other benefit liability relating to AS's employees.
  
       1.5 _	Physical Inventory_  The inventory identified in Schedule
  1.1 notwithstanding, immediately preceding the Closing Date, AS and AP
  shall jointly conduct a physical inventory (the "Inventory") of Assets
  of the type covered by Schedule 1.1 then in AS's possession.  However,
  any difference in the final Inventory shall not affect the Purchase
  Price to be paid by AP in accordance with Section 1.3 above.
  
       1.6	 _Transition Support_  AS agrees to provide to AP, at no cost
  to AP, the exclusive consulting services of its part-time employee
  Henry Bachman on a schedule to be mutually agreed between AP and Mr.
  Bachman for no more than 1040 manhours over  a period of eighteen  (18)
  months from the Closing, to facilitate the technical, manufacturing and
  marketing efforts associated with the transition of the Assets to and
  their use by AP.  AS further agrees to update its existing strategic
  plan for the IAS products and provide the updated plan to AP at no
  cost.  In addition to the foregoing, AS agrees to provide up to 1040
  hours of technical, marketing and manufacturing support, on a mutually
  convenient schedule, as may be required by AP to successfully
  transition the Assets to and facilitate their use by AP (the "Other
  Support").  In the event AP requests additional  support in excess of
  the 1040 hours of Other Support provided for above, AS will endeavor to
  supply it provided that doing so shall not conflict or interfere with
  AS' other business activities and obligations.
  
       1.7	_Instruments of Transfer; Further Assurances_  In order to
  consummate the transactions contemplated hereby, the following
  documents shall be delivered:
  
       (a)	At the Closing, AS shall deliver to AP (i) a Bill of Sale
           for the Assets in the form attached as Exhibit A, (ii) such
           additional instruments as may be reasonably required by AP
           to evidence or perfect the transfer of ownership of any of
           the Assets to AP, and (iii) such instrument as may be
           reasonably required by AP to evidence AP's license to use
           the name "Hazeltine" as set forth in Section 1.1(B) above.
  
       (b)	At the Closing, AP shall deliver to AS the cash portion of
           the Purchase Price as set forth in Section 1.3(a) above and
           AP shall also deliver to AS an instrument in the form
           attached as Exhibit B evidencing the transfer of title to
           172,800 shares of AP Common Stock as set forth in Section
           1.3(b) above, and AP shall instruct its Transfer Agent to
           issue and deliver Certificates for such 172,800 shares of
           AP Common Stock within thirty (30) days as set forth in
           Section 1.3(b) above.
  
  
       (c)	At the Closing and at all times thereafter as may be
           necessary, upon AP's reasonable request AS shall execute
           and deliver to AP such other instruments of transfer as
           shall be reasonably determined to be necessary or
           appropriate to vest in AP good and indefeasible title to
           the Assets and to otherwise comply with the purposes and
           intent of this Agreement, including, but not limited to,
           the execution and delivery, within thirty (30) days of
           Closing, of assignments of the intellectual property rights
           in the form Attached as Exhibit C and executed by the
           record owner of such rights.
  
                                    ARTICLE II
  
                       _AP's Representations and Warranties_
  
       AP represents and warrants that the following are true and
  correct as of this date and will be true and correct through the
  Closing Date as if made on that date:
  
       2.1  _Organization and Good Standing_  AP is a corporation duly
  organized, validly existing and in good standing under the laws of the
  State of its incorporation (Delaware), with all requisite power and
  authority to carry on the business in which it is engaged, to own the
  properties it owns, to execute and deliver this Agreement, and to
  consummate the transactions contemplated hereby.
  
       2.2	 _Authorization and Validity_  The execution, delivery and
  performance of this Agreement and any other agreements contemplated
  hereby by AP, and the consummation of the transaction contemplated
  hereby and thereby, have been duly authorized by AP.  This Agreement
  and any other agreement contemplated hereby have been or will be prior
  to Closing duly executed and delivered by AP and constitute or will
  constitute legal, valid and binding obligations of AP, enforceable
  against AP in accordance with their respective terms.
  
       2.3 	_Noncontravention_  Neither the execution and delivery of
  this Agreement by AP, nor the consummation by AP of the transactions
  contemplated hereby, will violate (a) any provision of the Certificate
  of Incorporation or Bylaws, as amended, of AP or (b) any statute,
  regulation, rule, judgment, order, decree, stipulation, injunction,
  charge or other restriction of any government, governmental agency or
  court to which AP is subject.
  
       2.4 _	Brokers' Fees_  AP has incurred no liability or obligation
  to pay any fees or commissions to any broker, finder or agent with
  respect to the transactions contemplated by this Agreement for which AS
  is, will be or could become liable or obligated.
  
       2.5	 _Governmental Authorizations; Consents_  No consent, approval
  or authorization of, or designation, declaration or filing with, any
  governmental authority or other third party is required on the part of
  AP with respect to AP's execution or delivery of this Agreement or the
  consummation of the transaction contemplated hereby.
  
      	2.6  _Litigation and Proceedings_  There are no lawsuits, actions
  or other proceedings at law or in equity or before or by any
  governmental authority or instrumentality or before any arbitrator
  pending or, to AP's knowledge, threatened, against AP seeking to
  restrain, enjoin or otherwise prohibit the consummation of the
  transaction contemplated by this Agreement.
  
       2.7 _	Independent Investigation_  AP has conducted, to its
  satisfaction, an independent "due diligence" investigation of the
  Assets, and the operation and projected operation of AS's Commercial
  Antenna Product Lines, in making its determination to proceed with the
  transaction contemplated by this Agreement, and AP has relied on the
  results of its own independent investigation as well as only those
  representations and warranties of Seller expressly and specifically set
  forth herein.
  
      	2.8 _	Acquisition of Assets_  AP has such knowledge and experience
  in financial and business matters that it is capable of evaluating the
  merits and risks of its purchase of the Assets and operation of the
  corresponding business.  AP confirms that AS has made available to AP
  the opportunity to ask questions of the officers and cognizant
  management employees of AS and to acquire additional information about
  the business operated by AS as the Commercial Antenna Product Lines.
  
      	2.9 _	Financial Capability_  AP has adequate financing or
  financial resources available to consummate the transactions
  contemplated by this Agreement and to make each of the specified
  payments of the Purchase Price as they come due. AP will have available
  as of the Closing Date sources of funds sufficient to pay the portion
  of the Purchase Price specified in Section 1.3(a) above in immediately
  available cash.
  
                                   ARTICLE III
  
                      Representations and Warranties of AS
  
      	AS represents and warrants that the statements contained below in
  this Article are true and correct as of the date of this Agreement and
  will be correct and complete as of the Closing Date, as if made on that
  date.
  
       3.1 _	Organization and Good Standing_  AS is a business unit of a
  corporation duly organized, validly existing and in good standing under
  the laws of its State of incorporation (Delaware), with all requisite
  power and authority to carry on the business in which it is engaged and
  to own the properties it owns, to execute and deliver this Agreement,
  and to consummate the transactions contemplated hereby.
  
       3.2 	_Authorization and Validity_  The execution, delivery and
  performance of this Agreement and any other agreements contemplated
  hereby by AS, and the consummation of the transactions contemplated
  hereby and thereby, have been duly authorized by AS.  This Agreement
  and any other agreement contemplated hereby have been or will be duly
  executed and delivered by AS and constitute or will constitute legal,
  valid and binding obligations of AS , enforceable against it in
  accordance with its respective terms.
  
       3.3 _Title to Assets_  AS owns the Assets free and clear of all
  liens, claims and encumbrances, and upon consummation of the
  transaction contemplated hereby, AP shall receive good, valid and
  marketable title to the Assets.
  
       3.4 _Commitments_  AS has not entered into nor are the Assets
  secured by any partnership, marketing, distribution, security or joint
  venture agreement.  AS is not party to, and none of the Assets are
  subject to any agreement or instrument, or any charter or other
  restriction, or any judgment, order, writ, injunction, decree, rule or
  regulation, that could or does materially adversely affect the Assets.
  
       3.5	_Insurance_  All insurable properties of AS the subject of
  this Agreement are self insured or insured for its benefit under valid
  and enforceable policies, issued by insurers of recognized
  responsibility in amounts and against such risks and losses as is
  customary in AS' industry.
  
       3.6	 _Patents, Trademarks and Copyrights_  AS has no knowledge of
  any claim that, or inquiry as to whether, any product, activity or
  operation of AS relating to the Commercial Antenna Product Lines
  infringes upon any rights of any other person, corporation or other
  entity; and no proceedings have been instituted, are pending or are
  threatened to the knowledge of AS which challenge the rights of AS with
  respect thereto.
  
       3.7  _No Violation_  Neither the execution and performance of this
  Agreement nor any agreement contemplated hereby nor the consummation of
  the transactions contemplated hereby or thereby will (a) result in a
  violation or breach of the Articles of Incorporation or Bylaws of AS or
  any agreement or other instrument under which AS is bound or to which
  any of the Assets are subject, or result in the creation or imposition
  of any lien, charge or encumbrance upon any of such Assets, or (b)
  violate any applicable law or regulation or any judgment or order of
  any court or governmental agency.
  
       3.8 	_Consents_  No authorization, consent, approval, permit or
  license of, or filing with, any governmental or public body or
  authority, any lender or lessor or any other person or entity is
  required to authorize, or is required in connection with, the
  execution, delivery and performance of this Agreement or the agreements
  contemplated hereby on the part of AS.
  
       3.9 	_Compliance with Laws_  There are no existing violations by
  AS of any applicable federal, state or local law or regulation that
  could adversely affect its right to transfer to AP valid title to the
  Assets in accordance with the terms and conditions of this Agreement.
  
       3.10 _Finder's Fee_  AS has not incurred any obligation for any
  finder's, broker's or agent's or advisor's in connection with the
  transactions contemplated herein except to those advisors expressly
  identified in the Memorandum of Offer.
  
       3.11	_Litigation_  AS has not had any legal action or
  administrative proceeding or investigation instituted or, to the best
  of the knowledge of AS, threatened against or affecting, or that could
  adversely affect any of the Assets.  AS is not (a) subject to any
  continuing court or administrative order, writ, injunction or decree
  applicable specifically to the Assets, or (b) in default with respect
  to any such order, writ, injunction or decree such as to adversely
  affect any of the Assets.  AS knows of no basis for any such action,
  proceeding or investigation.
  
       3.12 _Accuracy of Information Furnished_  All PSB and ESMR IAS
  manufacturing drawings identified in Schedule 1.1 are those currently
  used by AS to manufacture the corresponding commercial antenna product.
  
       3.13 _Inventory_  The PSB and ESMR IAS inventory identified in
  Schedule 1.1 is current, in good condition, and suitable for use in
  manufacturing the corresponding commercial antenna product and is in
  conformity with the manufacturing drawings identified in Schedule 1.1
  as they existed at the time the corresponding item was acquired or
  manufactured by AS.
  
       3.14 _Books of Account_  The books of account of AS relating to
  the Assets have been kept accurately in the ordinary course of its
  business, the transactions entered therein represent bona fide
  transactions and the revenue, expenses, assets and liabilities of AS
  have been properly recorded in such books.
  
       3.15 _Corporate ("Hazeltine") Name_  There are no actions, suits
  or proceedings pending, or in the knowledge of AS threatened, against
  or affecting AS which may result in any impairment of the right of AS
  to grant to AP the right to use the "Hazeltine" name in accordance
  with Section 1.1(B) above.
  
       3.16	_Backlog_  The PSB Backlog identified in Schedule 1.1 will
  represent AS's internal records of backlog of its unfilled orders for
  PSB  commercial antenna products as of the Closing.
  
      	3.17	_No Implied Representations or Warranties_  Notwithstanding
  anything contained in this Agreement, it is the explicit intent of each
  party hereto that AS is making no representation or warranty
  whatsoever, expressed or implied, beyond those expressly given in this
  Agreement, including any implied warranty or representation as to
  condition, merchantability, or suitability as to any of the Assets.  It
  is understood that any cost estimates, projections or other predictions
  contained or referred to in the Exhibits or Schedules hereof or in any
  documents or information that have been provided to or reviewed by AP
  in connection with this transaction or otherwise are not and shall not
  be deemed to be representations or warranties of AS.
  
       3.18 _Disclaimer of Warranty - Assets Transferred "AS IS"_ -
             Except as expressly set forth in Sections 3.12, 3.13 and
             3.16 above, AP ACKNOWLEDGES AND AGREES THAT THE ASSETS
             PURCHASED BY IT HEREUNDER ARE BEING SOLD AND TRANSFERRED BY
             AS ON AN "AS IS, WHERE IS" BASIS, AND THAT EXCEPT AS
             EXPRESSLY SET FORTH IN THIS ARTICLE 3, AND AS TO TITLE, AS
             IS MAKING NO REPRESENTATION OR WARRANTY OF ANY KIND,
             EXPRESSED OR IMPLIED, RESPECTING THE ASSETS, AS TO
             MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY
             OTHER MATTER.
  
       3.19	_IAS Antenna Warranty_  Except as disclosed on Schedule 4.3,
  all express warranties given by AS customers in connection with
  the sale or offer for sale of the IAS Antenna Product have
  expired and no implied warranties exist in connection with the
  sale or offer for sale of IAS Antenna Products.
  
                                    ARTICLE IV
  
                                  AP's Covenants
  
       4.1 	_Consummation of Agreement_  AP agrees to use its best
  efforts to cause the consummation of the transactions contemplated by
  this Agreement in accordance with their terms and conditions.
  
       4.2 	_Retention of Records_  AP shall retain all books and records
  of AS which AP receives from AS for the entire period required by the
  Internal Revenue Service, the Department of Labor, or other authorities
  or agencies for which AS is required to retain records.  After the
  Closing, AS and its representatives shall have reasonable access, upon
  reasonable notice, to all such books and records during normal business
  hours.  In addition, AP shall, upon reasonable request of AS, furnish
  to AS, upon payment of a reasonable charge, copies of any such books or
  records.
  
      	4.3	 _Post-Closing Warranty Obligations_  AP covenants and agrees
  that following the Closing Date it shall fully honor and diligently
  perform all of AS' existing warranty obligations identified on Schedule
  4.3, and AS shall reimburse AP for actual and reasonable costs incurred
  by AP in doing so in accordance with the arrangements set forth on
  Schedule 4.3.
  
                                    ARTICLE V
  
                                 AS's Covenants
  
       AS agrees that on or prior to the Closing:
  
      	5.1 	_Business Operations_  AS shall use its best efforts to
  preserve intact the Assets being sold, to retain its present relevant
  customers and suppliers so that they may be available to AP after the
  Closing, and to cause consummation of the transactions contemplated by
  this Agreement in accordance with its terms and conditions.
  
       5.2 	_Access_  During AS' regular business hours AS shall permit
  AP and its authorized representatives full access to, and make
  available for inspection, all of the Assets including all patents,
  documents, and other evidence of intangible Assets, and furnish AP all
  available documents, records and information with respect to the Assets
  as AP and its representatives may reasonably request, all for the sole
  purpose of permitting AP to become familiar with the Assets and the
  Commercial Antenna Product Lines and provided such access and
  investigation shall not unreasonably interfere with the operation of
  AS' business.  AP and its representatives shall treat all such
  information and documents they receive from AS as proprietary and
  commercially confidential to AS and shall protect them in accordance
  with the Nondisclosure Agreement between the parties dated January 18,
  2000.
  
       5.3 	_Material Change_  Prior to the Closing, AS shall promptly
  inform AP in writing of any material adverse change to the Assets.
  Notwithstanding the disclosure to AP of any such material adverse
  change, AS shall not be relieved of any liability for, nor shall the
  providing of such information by AS to AP be deemed a waiver by AP of
  the breach of any representation or warranty of AS contained in this
  Agreement.
  
       5.4 	_Assets_  AS will not dispose of any of the Assets except in
  the ordinary course of its operation of the business of its Commercial
  Antenna Product Lines.
  
       5.5 	_Mortgages, Liens_  AS will not enter into or assume any
  mortgage, pledge, conditional sale or other title retention agreement,
  or permit any lien, encumbrance or claim of any kind to attach to any
  of the Assets.
  
       5.6	 _No Disclosures or Negotiations with Others_  AS will prevent
  the disclosure of any of the terms or conditions hereof to any other
  person, other than to those in its corporate group having a need to
  know and its legal, financial and other advisors, and so long as this
  Agreement shall remain effective, AS will not negotiate with any other
  person with respect to the sale of the Assets being sold pursuant to
  this Agreement.
  
       5.7 	_Temporary Storage of Assets_  AS shall store at its facility
  in Greenlawn, New York, under reasonable and customary conditions, all
  Inventory and other tangible Assets purchased hereunder for a period
  not to exceed ninety (90) days following the Closing and to pack, in
  accordance with good commercial practices, all such Inventory and other
  tangible Assets and make provision, within five (5) business days of
  receiving AP's written request, to transport such Inventory and
  tangible Assets (except that consumed or converted into another form in
  the course of the manufacturing activity contemplated in Section 1.3(e)
  above) to AP in Texas and using a carrier to be designated by AP (the
  cost to be borne by AP).   However, the risk of loss for all Assets
  shall pass to AP at Closing.
  
                                   ARTICLE VI
  
                           AP's Conditions Precedent
  
       Except as may be waived in writing by AP, the obligations of AP
  hereunder are subject to the fulfillment at or prior to the Closing of
  each of the following conditions:
  
       6.1  _Representations and Warranties_  The representations and
  warranties of AS contained herein shall be true and correct as of the
  Closing, and AP shall not have discovered any material error,
  misstatement or omission therein.
  
       6.2 	_Covenants_  AS shall have performed and complied with all
  covenants or conditions required by this Agreement to be performed and
  complied with by them prior to the Closing.
  
       6.3 	_Proceedings_  No action, proceeding or order by any court or
  governmental body or agency shall have been threatened in writing,
  asserted, instituted or entered to restrain or prohibit the carrying
  out of the transactions contemplated by this Agreement.
  
       6.4 	_No Material Adverse Change_  No material, adverse change in
  the Assets, business operations or financial condition of AS which
  would have a material effect on the Assets which are the subject of
  this Agreement shall have occurred after April 19, 2000 and prior to
  the Closing.
  
       6.5 	_Due Diligence_  AP's due diligence investigation shall have
  been completed to its satisfaction.
  
       6.6 	_Approvals of Third Parties_  AS has secured all necessary
  approvals and consents of third parties, if any, to the consummation of
  the transactions contemplated by this Agreement.
  
  
                                    ARTICLE VII
  
                            AS's Conditions Precedent
  
       Except as may be waived in writing by AS, the obligations of AS
  hereunder are subject to fulfillment at or prior to the Closing of each
  of the following conditions:
  
       7.1 	_Representations and Warranties_  The representations and
  warranties of AP contained herein shall be true and correct as of the
  Closing, subject to any changes contemplated by this Agreement, and AS
  shall not have discovered any material error, misstatement or omission
  therein.
  
       7.2  _Covenants_  AP shall have performed and complied in all
  material respects with all covenants or conditions required by this
  Agreement to be performed and complied with by it prior to the Closing.
  
      	7.3 	_Purchase Price_  AP shall have delivered to AS that portion
  of the Purchase Price required by Sections 1.3(a) and 1.3(b) as
  provided therein.
  
       7.4	 _Proceedings_  No action, proceeding or order by any court or
  governmental body or agency shall have been threatened in writing,
  asserted, instituted or entered to restrain or prohibit the carrying
  out of the transactions contemplated by this Agreement.
  
  
  
                                   ARTICLE VIII
  
                                 Indemnification
  
       8.1 	_AS's Indemnity_  Subject to the terms and conditions of this
  Article VIII, AS hereby agrees to indemnify, defend and hold AP and its
  officers, directors, agents, attorneys and affiliates harmless from any
  product liability or breach of warranty claims relating to products
  manufactured, sold and delivered by AS prior to the Closing, and all
  general liability claims arising out of or relating to occurrences of
  any nature relating to AS's business operations prior to the Closing,
  whether any such claims are asserted prior to or after the Closing;
  
       8.2 	_AP's Indemnity_  Subject to the terms and conditions of this
  Article VIII, AP hereby agrees to indemnify, defend and hold AS and its
  officers, directors, agents, attorneys and affiliates harmless from and
  against all damages asserted against or incurred by AS by reason of or
  resulting from (a) a breach by AP of any representation, warranty or
  covenant contained herein or in any agreement executed pursuant hereto,
  and (b) AP's operation of its business following the Closing.
  
       8.3 	_Conditions of Indemnification_  The respective obligations
  and liabilities of AS and AP (the "indemnifying party") to the other
  (the "party to be indemnified") under Sections 8.1 and 8.2 hereof with
  respect to claims resulting from the assertion of liability by third
  parties shall be subject to the following terms and conditions:
  
       (a)	Within 20 days (or such earlier time as might be required
       to avoid prejudicing the indemnifying party's position)
       after receipt of notice of commencement of any action
       evidenced by service of process or other legal pleading, or
       with reasonable promptness after the assertion in writing
       of any claim by a third party, the party to be indemnified
       shall give the indemnifying party written notice thereof
       together with a copy of such claim, process or other legal
       pleading, and the indemnifying party shall have the right
       to undertake the defense thereof by representatives of its
       own choosing and at its own expense; provided, however,
       that the party to be indemnified may participate in the
       defense with counsel of its own choice and at its own
       expense.
  
       (b)	In the event that the indemnifying party, by the 30th day
       after receipt of notice of any such claim (or, if earlier,
       by the 10th day preceding the day on which an answer or
       other pleading must be served in order to prevent judgment
       by default in favor of the person asserting such claim),
       does not elect to defend against such claim, the party to
       be indemnified will (upon further notice to the
       indemnifying party) have the right to undertake the
       defense, compromise or settlement of such indemnifying
       party and at the indemnifying party's expense, subject to
       the right of the indemnifying party to assume the defense
       of such claims at any time prior to settlement, compromise
       or final determination thereof.
  
       (c)	Anything in this Article VIII to the contrary
       notwithstanding, the indemnifying party shall not settle
       any claim without the consent of the party to be
       indemnified unless such settlement involves only the
       payment of money and the claimant provides to the party to
       be indemnified a release from all liability in respect of
       such claim.  If the settlement of the claim involves more
       than the payment of money, the indemnifying party shall not
       settle the claim without the prior consent of the party to
       be indemnified, which consent shall not be unreasonably
       withheld.
  
       (d)	The party to be indemnified and the indemnifying party will
       each cooperate with all reasonable requests of the other.
  
       8.4 	_Remedies Exclusive_  The remedies provided in this Article
  VIII are exclusive of any and all other rights or remedies available by
  one party against the other, either at law or in equity.
  
  
                                     ARTICLE IX
  
                                   Miscellaneous
  
  
       9.1 	_Amendment_  This Agreement may be amended, modified or
  supplemented only by an instrument in writing of subsequent date which
  expressly references this Agreement and is executed by the party
  against which enforcement of the amendment, modification or supplement
  is sought.
  
       9.2 	_Assignment  This Agreement shall not be assignable by
  either party hereto, except to a corporate affiliate of the assigning
  party, without the prior written consent of the other party, which
  consent shall not be unreasonably withheld or delayed.
  
       9.3 	_Notice_  Any notice or communication given by one party
  hereto to the other party must be in writing and given by depositing
  the same in the United States Postal Service mail, addressed to the
  party to be notified, postage prepaid and registered or certified with
  return receipt requested, or by delivering the same in person.  Such
  notice shall be deemed received on the date on which it is hand-
  delivered or otherwise on the third business day following the date on
  which it is so mailed.  For purposes of notice, the addresses of the
  parties shall be:
  
  If to AS:			          BAE SYSTEMS Aerospace Inc.
  				                  Advanced Systems
  				                  One Hazeltine Way
               				     Greenlawn, NY 11740
  
                    				Attention:	Law Department
  
  
  
  
  With a copy to:	     	Franklin and Associates
  				                  3733 Yorktown Village Pass
  				                  Annandale, VA 22003
  
                    				Attn:  James J. Franklin
  
  If to AP:			          Antenna Products, Inc.
  				                  405 West Loop 820 South,
  				                  Suite 100
  				                  Fort Worth, Texas  76108
  
                    				Attn:  Gary Havener
  
  
  with a copy to:			    Kessler & Collins, P.C.
                    				5950 Sherry Lane
  				                  Suite 222
  				                  Dallas, Texas  75225
  
                    				Attn:  Gary S. Kessler
  
  Any party may change its address for notice by written notice given to
  the other parties.
  
       9.4 	_Confidentiality_  The parties shall keep this Agreement and
  its terms confidential, but any party may make such disclosures before
  or after the Closing as it reasonably considers are required by law,
  but each party will notify the other party in advance of any such
  disclosure, or as it considers necessary within its corporate group.
  During the due diligence period, neither AP nor AS nor any of their
  employees or advisors will discuss the proposed transaction with any
  other party not in its corporate group, or otherwise promote, cooperate
  in, or be involved in or encourage discussion regarding the sale of the
  Assets of AS as anticipated herein.  In the event that the transactions
  contemplated by this Agreement are not consummated for any reason
  whatsoever, the parties hereto agree not to disclose or use any
  confidential information they may have concerning the affairs of the
  other party except in accordance with the provisions of the existing
  Nondisclosure Agreement between the parties dated January 18, 2000,
  except for information which is required by law to be disclosed.
  Should the transactions contemplated hereby not be consummated, nothing
  contained in this Section shall be construed to prohibit the parties
  from operating a business in competition with each other.
  
       9.5 	_Press Releases and Announcements_  Neither party will issue
  any press release or announcement relating to the subject matter of
  this Agreement without the prior written approval of the other party;
  provided that either party may make any public disclosure it believes
  in good faith is required by law or regulation (in which case the
  disclosing party will advise the other party prior to making such
  disclosure).
  
       9.6 	_Entire Agreement_  Except as incorporated or referred to
  herein, this agreement and the Exhibits and Schedules hereto supersede
  all prior agreements and understanding relating to the subject matter
  hereof, except that the obligations of any party under any agreement
  executed pursuant to this Agreement shall not be affected by this
  Section.
  
       9.7 	_Costs, Expenses and Legal Fees_  Whether or not the
  transactions contemplated hereby are consummated, each party hereto
  shall bear its own costs and expenses (including attorneys' fees),
  except that each party hereto agrees to pay the costs and expenses,
  including reasonable attorneys' fees, incurred by the other parties in
  successfully (a) enforcing any of the terms of this Agreement, or (b)
  proving that the other parties breached any of the terms of this
  Agreement.
  
       9.8 	_Severability_  If any provision of this Agreement is held to
  be illegal, invalid or unenforceable under present or future laws
  effective during the term hereof, such provision shall be fully
  severable and this Agreement shall be construed and enforced as if such
  illegal, invalid or unenforceable provision never comprised a part
  hereof; and the remaining provisions hereof shall remain in full force
  and effect and shall not be affected by the illegal, invalid or
  unenforceable provision or by its severance herefrom.  Furthermore, in
  lieu of such illegal, invalid or unenforceable provision, there shall
  be added automatically as part of this Agreement, a provision as
  similar in its terms to such illegal, invalid or unenforceable
  provision as may be possible and be legal, valid and enforceable.
  
       9.9 	_Specific Performance_  AS acknowledges that a refusal by AS
  to consummate the transactions contemplated hereby, will cause
  irrevocable harm to AP, for which there may be no adequate remedy at
  law and for which the ascertainment of damages would be difficult.
  Therefore, AP shall be entitled, in addition to, and without having to
  prove the inadequacy of, other remedies at law, to specific performance
  of this Agreement, as well as injunctive relief (without being required
  to post bond or other security).
  
       9.10	_Governing Law_  This Agreement and the rights and
  obligations of the parties hereto shall be governed, construed and
  enforced in accordance with the laws of the State of Texas.
  
       9.11	_Captions_  The captions in this Agreement are for
  convenience of reference only and shall not limit or otherwise affect
  any of the terms or provisions hereof.
  
       9.12	_Counterparts_  This Agreement may be executed in
  counterparts, each of which shall be deemed an original, and all of
  which together shall constitute one and the same instrument.
  
      	9.13	_Taxes_  AP and AS shall share equally the cost of all
  transfer taxes, including sales and use taxes, arising out of the sale
  and transfer of the Assets as herein defined.
  
       9.14	_Non-Compete Provisions_
  
  	    (a)	_Noncompetition_.  During a period of five (5) years
       commencing with the Closing Date, AS shall not, anywhere in
       the world, directly or indirectly, in any capacity, market,
       sell or lease any planar single beam antenna or any
       intelligent antenna system in competition with AP in the
       commercial wireless communications market.
  
       (b)	_Nonemployment_.  During a period of five (5) years
       commencing with the Closing Date, AS shall not, on its own
       behalf or on behalf of any other person, partnership,
       association, corporation or other entity, solicit or in any
       manner attempt to influence or induce any employee employed
       by AP to leave the employment of AP.
  
       (c)	_Severability_.  In addition to the provisions of Section 9.8
       hereof, AS agrees that the agreements set forth in this
       Section 9.14 each constitute separate agreements
       independently supported by good and adequate consideration
       and shall be severable from the other provisions of, and
       shall survive, this Agreement.  The existence of any claim
       or cause of action of AS against AP, whether predicated on
       this Agreement or otherwise, shall not constitute a defense
       to the enforcement by AP of the covenants and agreements of
       AS contained in this Section 9.14.
  
       (d)	_Acknowledgments_.  The parties acknowledge and recognize
       that the enforcement of the provisions of this Section 9.14
       is necessary to ensure preservation of the value of the
       Assets purchased by AP pursuant hereto.  AS further agrees
       that due to the nature of such Assets, the noncompetition
       restrictions set forth in this Section 9.14 are reasonable
       as to time and geographic area.
  
      	9.15	_Termination of Agreement_  This Agreement shall terminate in
  any of the following events:
  
  	    (a)	AS and AP may terminate this Agreement by mutual consent in
       writing;
  
      	(b)	Either party may terminate this Agreement by giving written
       notice to the other party at any time prior to the Closing
       in the event such other party is in material breach of any
       material representation, warranty or covenant contained in
       this Agreement and such party has not cured such breach to
       the reasonable satisfaction of the non-breaching party
       within ten (10) days after receipt of notice from the non-
       breaching party;
  
  	    (c)	This Agreement shall terminate automatically if the Closing
       of the transaction contemplated hereby does not occur on or
       before May 1, 2000; or
  
  	    (d)	This Agreement shall terminate upon the conclusion of the
       Closing.
  
       9.16	_Effect of Termination_
  
  	    (a)	Upon termination of this Agreement pursuant to any of
       Sections 9.15(a) through 9.15(c) above, all obligations of
       the parties hereunder shall terminate without liability of
       any party to the other party (except for any liability of
       any party then in breach).
  
  	    (b)	Upon termination of this Agreement pursuant to Section
       9.15(d), all obligations of the parties hereunder shall
       terminate without liability of any party to the other party
       (except for any liability of any party then in breach),
       except that the post-closing provisions in the following
       Sections (and their respective Schedules) shall survive in
       accordance with their respective terms and conditions:
       Sections 1.1, 1.3, 1.4, 1.6, 1.7, 3.17, 3.18, 4.1, 4.2,
       4.3, all of Article VIII, Sections 9.3, 9.4, 9.5, 9.7, 9.8,
       9.9, 9.10, 9.13, 9.14 and 9.16.
  
  
  
  
       IN WITNESS WHEREOF, AS and AP have caused duplicate originals of
  this Agreement to be duly executed by their respective duly authorized
  representatives.
  
  
       ANTENNA PRODUCTS, INC. (AP)
  
  
       By: 	_______________________
       Name:  Gary W. Havener
       Title:    Chairman
  
  
  
  
       BAE SYSTEMS AEROSPACE INC.
       Advanced Systems (AS)
  
       By: 	_______________________
       Name:  Raymond E. Daugherty
       Title: 	President
  
  
  Index.  Exhibits to asset purchase agreement*
  
          1.     Schedule 1.1 of Asset Purchase Agreement Between AS and AP
                 dated May 1, 2000
  
                 (a) Patents
                 (b) Trademarks
                 (c) Existing PSB Models
                 (d) PSP Inventory Assets
                 (e) PSB Manufacturing Assets
                 (f) PSB Documentation
                 (g) PSB Demonstration Hardware
                 (h) Dual Polarization Omni Antenna Documentation
                 (i) Chameleon(TM) Coating Process Assets
                 (j) Existing ESMR IAS Models
                 (k) ESMR IAS Inventory Assets
                 (l) ESMR IAS Demonstration Hardware
                 (m) ESMR IAS Manufacturing Assets
                 (n) ESMR IAS Documentation
                 (o) Existing AMPS IAS Models
                 (p) AMPS IAS Demonstration Hardware
                 (q) AMPS IAS Documentation
  
          2.     Attachment A of Schedule 1.1
  
                 (a) Patents and Patent Rights to be Assigned to AP and
                     Subject to Retained Rights by AS
                 (b) Pending U.S. Patent Application
                 (c) Corresponding Foreign Patents and Pending Patent
                     Applications
  
          3.     Attachment B of Schedule 1.1
  
                 (a) PSB Inventory
  
          4.     Attachment B-1
  
                 (a) Purchased Material/Raw Stock
  
          5.     Attachment B-2
  
                 (a) Completed Antennas
  
          6.     Attachment B-3
  
                 (a) Planned Additional Completed Antennas
  
          7.     Attachment B-4
  
                 (a) Work-In-Process (at 4/4/2000)
  
          8.     Attachment C of Schedule 1.1
  
                 (a) PSB Intermodulation Test Equipment
  
          9.     Attachment D of Schedule 1.1
  
                 (a) PSB Radome Molds
  
          10.    Attachment E of Schedule 1.1
  
                 (a) PSB Vendor List
  
          11.    Attachment F of Schedule 1.1
  
                 (a) PSB Customer Contact List
  
          12.    Attachment G of Schedule 1.1
  
                 (a) PSB Engineering Data
  
          13.    Attachment H of Schedule 1.1
  
                 (a) PSB Manufacturing Drawings
  
          14.  	 Attachment I of Schedule 1.1
  
                 (a) PSB Manufacturing Operation Sheets and CNS Punch
                 Tapes
  
          15.  	 Attachment J of Schedule 1.1
  
                 (a) PSB Product Data Sheets
  
          16.  	 Attachment K of Schedule 1.1
  
                 (a) PSB Historical Sales and Backlog
  
          17.  	 Attachment L of Schedule 1.1
  
                 (a) PSB Demonstration Hardware
  
          18.  	 Attachment M of Schedule 1.1
  
                 (a) Chameleon(TM) Product Data
  
          19.  	 Attachment N of Schedule 1.1
  
                 (a) ESMR IAS Inventory
  
          20.  	Attachment O of Schedule 1.1
  
                (a) ESMR IAS Engineering Support Documentation
  
          21.  	Attachment P of Schedule 1.1
  
                (a) ESMR IAS Marketing and Product Support Documentation
  
          22.  	Attachment Q of Schedule 1.1
  
                (a) ESMR IAS Manufacturing Drawings
  
          23.  	Attachment R of Schedule 1.1
  
                (a) AMPS IAS Demonstration Hardware
  
          24.  	Attachment S of Schedule 1.1
  
                (a) AMPS IAS Marketing Documentation
  
          25.  	Attachment T of Schedule 1.1
  
                (a) AMPS IAS Manufacturing Drawings
  
          26.  	Attachment U of Schedule 1.1
  
                (a) AMPS IAS Software
  
          27. 	 Schedule 4.3 of Asset Purchase Agreement Between AS and AP,
                Dated May 1, 2000.
  
          28. 	 Attachment (A) of Schedule 4.3
  
                (a) Limited Warranty for Standard Commercial
                    Communication Products
  
          29.  	Exhibit A of Asset Purchase Agreement Between AS and AP
                Dated May 1, 2000
  
                (a) Bill of Sale Form
  
          30.   Exhibit B of Asset Purchase Agreement Between AS and
                AP Dated May 1, 2000
  
                (a) Document Evidencing Transfer of Title to AP Common
                   Shares
  
          31.  	Attachment B-1
  
          32.  	Attachment B-2
  
                (a) Investment Representation of AS
  
          33.  	Attachment B-3
  
                (a) Investment Representation of Franklin
  
          34.  	Attachment B-4
  
                (a) Investment Representations of Monticello
  
          35.  	Exhibit C of Asset Purchase Agreement Between AS and
                AP Dated May 1, 2000
  
                (a) Confirmatory Patent Assignment
  
          36.  	Bill of Sale and Assignment
  
          37.  	Confirmatory Patent Assignment
  
                (a) Exhibit A
                    1. Patents and Patent Rights to be Assigned to AP and
                       Subject to Retained Rights by AS
                    2. Pending U.S. Patent Application
                    3. Corresponding Foreign Patents and Pending Patent
                       applications
  
          38.  	Stock Issuance Agreement
  
                (a) Attachment B-1
                    1. Letter to Transfer Agent
  
                (b) Attachment B-2
                    1. Investment Representation of AS
  
                (c) Attachment B-3
                    1. Investment Representation of Franklin
  
                (d) Attachment B-4
                    1. Investment Representation of Monticello
  
  
  
  *Copies of the exhibits to the asset purchase agreement will be
  provided to the Commission upon request.
  
  
  
  
  
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities and Exchange Act
  of 1934, the registrant has duly caused this report to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
  
  						                             Antenna Products, Inc.
  
  
  
  
  Date: May 11, 2000                 ____________________________________
                                    	Clark D. Wraight, Vice President and
  						                             Principal Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 57223}]
metadata_filer: {"company-data": {"conformed-name": "ANTENNA PRODUCTS INC", "cik": "0000724267", "assigned-sic": "3663", "irs-number": "751907070", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12866", "film-number": "626284"}, "business-address": {"street1": "1209 ORANGE STREET", "street2": "PO BOX 8985", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3026587581"}, "mail-address": {"street1": "1101 N MARKET STREET", "street2": "SUITE 1300", "city": "WILMINGTON", "state": "DE", "zip": "19801"}, "former-company": {"former-conformed-name": "K MED CENTERS INC", "date-changed": "19920429"}}
text: U.S. SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C.  20549
  
                                      FORM 8-K
  
                                 Current Report
                        Pursuant to Section 13 or 15 (d) of
                       The Securities and Exchange Act of 1934
  
         Date of Report (Date of earliest event reported):  May 11, 2000
  
                              ANTENNA PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)
  
                                    Delaware
                  (State of other jurisdiction of incorporation)
  
            0-12866                                       75-1907070
         (Commission File Number)       (IRS Employer Identification No.)
  
                                1209 Orange Street
                           Wilmington, Delaware 19801
               (Address of Principal Executive Officers)  (Zip Code)
  
        Registrant's telephone number, including area code:  (302) 658-7581
  
  Item 2.		Acquisition or Disposition of Assets
  
  Antenna Products Corporation, a Texas Corporation and wholly owned
  subsidiary of Antenna Products, Inc., purchased the complete line of
  commercial telecommunications antennas known as the Phazar(TM) product
  line from BAE SYSTEMS Advanced Systems on May 1, 2000.  The tangible
  assets purchased consisted of the inventory, tooling, fixtures, radome
  molds, test equipment, and demonstration equipment.  The intangible
  assets purchased included the patents, copyrights, trademarks,
  engineering data, manufacturing drawings, manufacturing method sheets,
  test procedures, quality program plans, vendor lists, customer lists,
  product data sheets, Chameleon(TM), and pattern Information.  No real
  property was included in the sale.  The product line will be moved to
  the Antenna Products Corporation plant in Mineral Wells, Texas.  The
  inventory (valued at cost) was purchased for $360,000 cash.  The
  remainder, including the intangible assets valued at a substantial
  discount to the seller's development costs, was purchased for 172,800
  unregistered shares of Antenna Products, Inc. common stock.   On May 1,
  2000, the closing price on The Nasdaq SmallCap Market of Antenna
  Products, Inc. common stock was $2.96875.   Additionally, a 6% royalty
  on the sales of the Intelligent Antenna System products is due for
  seven years. The transaction was financed by drawing $360,000 on the
  existing accounts receivable and inventory credit line at The Frost
  National Bank, San Antonio, Texas.
  
  Prior to the consummation of this transaction, there were no material
  relationships between BAE SYSTEMS Advanced Systems and Antenna
  Products, Inc. or any of their affiliates, any directors or officers,
  or any associate of any such director or officer.
  
  The product line purchased consists of eighteen models of planar single
  beam (PSB) cellular antennas, two models of intelligent antenna systems
  (IAS), fifteen U.S. Patents, one pending U.S. Patent Application, and
  multiple corresponding Foreign Patents and pending Patent Applications.
  A camouflaging system for environmental concealment of the antennas
  called Chameleon(TM), was also included in the sale.  This product line
  complements Antenna Products Corporation's existing commercial antenna
  product lines and will be produced at the plant in Mineral Wells,
  Texas.
  
  Item 7.  Financial Statements and Exhibits.
  
  Items (a) and (b) have not been submitted since this business
  acquisition does not meet the SEC's definition of a significant
  acquisition.
  
  Item (c) Exhibits.
  
  Asset purchase agreement between BAE SYSTEMS AEROSPACE INC.
  Advanced Systems and Antenna Products, Inc.
  
  Index of exhibits to asset purchase agreement between BAE SYSTEMS
  AEROSPACE INC. Advanced Systems and Antenna Products Inc.
  
                              ASSET PURCHASE AGREEMENT
  
                                       between
  
                             BAE SYSTEMS AEROSPACE INC.
                                 Advanced Systems
  
                                        and
  
                               ANTENNA PRODUCTS, INC.
  
                                   May 1, 2000
  
                             ASSET PURCHASE AGREEMENT
  
       This Agreement, dated as of May 1, 2000, is by and between BAE
  SYSTEMS AEROSPACE INC., Advanced Systems, Greenlawn, NY 11740 ("AS"),
  and ANTENNA PRODUCTS, INC., Fort Worth, TX 76121 ("AP").
  
                               R E C I T A L S:
  
       AS desires to sell, and AP desires to purchase, certain of AS'
  assets, in accordance with the Memorandum of Offer for Sale of the
  Phazar(TM) Antenna Business Unit of Advanced Systems Division, Marconi
  Aerospace Systems, Inc., dated December 1, 1999, and the conditional
  Letter of Intent between the parties, dated March 15, 2000.
  
       Therefore, on the terms and subject to the conditions herein set
  forth, the parties hereto hereby agree as follows:
  
                                    ARTICLE I
  
                             _ Purchase and Sale_
  
       1.1(A)	_Sale and Purchase of Assets_  Subject to and upon the
  terms and conditions contained herein, at the Closing (as hereinafter
  defined), AS shall sell, transfer, assign, convey and deliver to AP,
  F.O.B. Greenlawn, New York and on an "AS IS, WHERE IS" basis, but free
  and clear of all liens, claims and encumbrances, and AP shall purchase,
  accept and acquire from AS on such basis, the tangible and intangible
  assets listed or otherwise specifically identified in Schedule1.1
  attached hereto (collectively called the "Assets") associated with the
  following:
  
       (a)	The Planar Single Beam (PSB) Antenna Product Line,
  
          	The sale covers all the Assets identified in Schedule 1.1
  
       (b)	The Chameleon(TM) Coating process,
  
          	The sale covers all the Assets identified in Schedule 1.1
  
       (c)	The Intelligent Antenna Systems (IAS) for ESMR Product
           Line,
  
          	The sale covers all the Assets identified in Schedule 1.1
  
       (d)	The Intelligent Antenna System (IAS) for AMPS Product Line
  
          	The sale covers all the Assets identified in Schedule 1.1
  
       (e)	Intellectual property
  
           The sale covers all the patents and other intellectual
           property identified in Schedule 1.1, and
  
       (f)	Backlog
  
           The sale covers the backlog identified in Schedule 1.1.
  
       1.1(B) _	Limited License to Use "Hazeltine" Name_  AS is the
  owner of commercial rights in the name "Hazeltine" in the field of
  electronics and has used that name in marketing products in its
  Commercial Antenna Product Lines.  AS hereby grants AP an exclusive,
  nontransferable and limited license to use the "Hazeltine" name solely
  in conjunction with marketing the existing products of the Commercial
  Antenna Product Lines covered by the Assets, including variants and
  derivatives of such products, (collectively the "Subject Products") and
  only in the commercial wireless communications market.  Upon request
  from time to time by AS, AP agrees to provide AS with any reasonable
  information required by AS to determine that AP's usage of the
  "Hazeltine" name is in conformance with the limited license granted to
  AP above and does not in any way disparage the name or otherwise
  adversely affect the reputation and good will of AS.
  
       1.1(C)_	Retained Rights_  With respect to the patents,
  copyrights, trade secrets and any and all other intellectual property
  rights included in the Assets, AS retains an irrevocable, royalty-free,
  exclusive, transferable, divisible, worldwide and unlimited right,
  together with the right to grant licenses and to enforce against past,
  present or future infringers, for all uses and purposes whatsoever in
  the military field (i.e., uniformed military service excluding
  uniformed public safety) and an irrevocable, royalty-free,
  nonexclusive, transferable, divisible, worldwide and unlimited right,
  together with the right to grant licenses and to enforce against past,
  present or future infringers, for all uses and purposes whatsoever in
  all other fields of use excluding the field of commercial wireless
  communications, in which AP shall have exclusive rights even as to AS
  including the exclusive right to sell Subject Products (i.e.,
  commercial wireless communication antennas) to customers in the
  military field. In the event AP in the future elects to discontinue,
  abandon or otherwise not fully maintain any of the intellectual
  property included in the Assets, AP shall give AS not less than six (6)
  months advance notice thereof in writing and, at AS' election, assign
  and transfer to AS, without cost, all AP's rights, title and interest
  in and to the particular intellectual property involved.  Failure to
  maintain a specific intellectual property right shall not affect the
  remaining intellectual property rights included in the Assets.
  
       1.2	_Closing_  The closing of the transaction contemplated hereby
  (the "Closing") shall occur at 1:00 p.m. local time on May 1, 2000 (the
  "Closing Date"), in the offices of AS at One Hazeltine Way, Greenlawn,
  New York, or at such other time and place as shall be mutually agreed
  to in writing by the parties hereto.
  
       1.3 _	Purchase Price_  All Assets identified in Section 1.1(A)
  above are included in the following Purchase Price.  AP agrees to:
  
       (a)	Pay AS $360,000 cash, payable at Closing by bank cashier's
           check or by bank-to-bank electronic transfer of funds to
           AS' account in a bank designated by it, at AS' option;
  
       (b)	issue simultaneously to AS and any of its designees, at
           Closing to 172,800 shares of AP Common Stock, the actual
           Share Certificate(s) to be delivered  by AP's transfer
           agent within thirty (30) days of Closing.  AS hereby
           acknowledges and agrees that the Common Stock to be
           transferred by AP shall contain a restrictive legend  as
           set forth on Attachment B-1 of Exhibit B hereto and shall
           be issued in the form of, and shall constitute "restricted
           securities," as such term is defined in Rule 144 under the
           Securities Act of 1933, as amended (the "Securities Act"),
           and will be issued pursuant to the exemption from
           registration afforded by Section 4(2) of, or other
           provisions under the Securities Act and Regulation D
           promulgated thereunder;
  
       (c)	make an annual payment to AS for seven (7) successive
           years, beginning on the 1st day of the month that is
           thirteen (13) calendar months following the Closing and on
           the same date annually for the next six (6) succeeding
           years in an amount equal to 6% of the cumulative total
           annual net sales of all IAS Products (as used herein, "IAS
           Product" means an antenna system that adaptively changes
           beam patterns to enhance wireless communications network
           performance) and derivatives by AP (including any
           affiliates and licensees) in the immediately preceding
           twelve (12) month period.  Such payment shall be made by
           electronic transfer of funds to AS' account in a bank
           designated by AS, and AP shall simultaneously deliver to AS
           a corresponding written report providing sufficient
           information to enable AS to verify AP's calculation of such
           payment.  AP shall maintain accurate books and records of
           all such sales and annual payments, and AS shall have the
           right to have such books and records audited by a mutually
           acceptable independent auditor, not more often than
           annually, for the sole purpose of determining the accuracy
           of AP's annual reports and payments to AS.  And,
  
       (d)	pay AS $60,000 for up to  1040 hours of Other Support
           (inclusive of all travel and subsistence expenses incurred
           by AS personnel in providing Other Support elsewhere  than
           on Long Island, New York provided the proportion of Other
           Support requested by AP to be performed elsewhere is
           reasonable) in accordance with  Section 1.6 below, such sum
           to be paid to AS at the rate of $10,000 per month beginning
           on the last day of the month next following the Closing and
           a like amount on the same day of each month for the next
           five succeeding months.  In addition, AP shall pay AS at
           the rate of $140.00 per hour for any and all additional
           support, in excess of the 1040 hours provided for above,
           which AP may request and AS may agree to provide pursuant
           to Section 1.6, and AP shall reimburse AS for reasonable
           travel and subsistence expenses incurred by its personnel
           when providing such additional Other Support to AP at other
           than AS' facility in Greenlawn, New York, at AP's request.
  
       (e)	pay AS $82.00 per hour for manufacturing services (at its
           facility in Greenlawn, New York) to complete the
           manufacturing of any item which may be listed in the
           Backlog, Attachment "K" of Schedule 1.1 and which AP may,
           within 30 days following Closing, request AS to complete,
           subject to the availability of the necessary Assets at AS'
           facility in Greenlawn in light of AP's right to require
           delivery of Assets under Section 5.7 below.
  
       1.4 _Assumption of Liabilities_  Except as provided in Section
  4.3 below with respect to warranty claims for Subject Products sold by
  AS prior to the closing, AP shall not assume or agree to pay, perform
  or discharge any liabilities or obligations of AS, whether accrued,
  absolute, contingent or otherwise, including without limitation
  liabilities based on or arising out of or in connection with (a) any
  defects in products manufactured or sold by AS, (b) any implied or
  express warranties relating to such products, or (c) any pension or
  other benefit liability relating to AS's employees.
  
       1.5 _	Physical Inventory_  The inventory identified in Schedule
  1.1 notwithstanding, immediately preceding the Closing Date, AS and AP
  shall jointly conduct a physical inventory (the "Inventory") of Assets
  of the type covered by Schedule 1.1 then in AS's possession.  However,
  any difference in the final Inventory shall not affect the Purchase
  Price to be paid by AP in accordance with Section 1.3 above.
  
       1.6	 _Transition Support_  AS agrees to provide to AP, at no cost
  to AP, the exclusive consulting services of its part-time employee
  Henry Bachman on a schedule to be mutually agreed between AP and Mr.
  Bachman for no more than 1040 manhours over  a period of eighteen  (18)
  months from the Closing, to facilitate the technical, manufacturing and
  marketing efforts associated with the transition of the Assets to and
  their use by AP.  AS further agrees to update its existing strategic
  plan for the IAS products and provide the updated plan to AP at no
  cost.  In addition to the foregoing, AS agrees to provide up to 1040
  hours of technical, marketing and manufacturing support, on a mutually
  convenient schedule, as may be required by AP to successfully
  transition the Assets to and facilitate their use by AP (the "Other
  Support").  In the event AP requests additional  support in excess of
  the 1040 hours of Other Support provided for above, AS will endeavor to
  supply it provided that doing so shall not conflict or interfere with
  AS' other business activities and obligations.
  
       1.7	_Instruments of Transfer; Further Assurances_  In order to
  consummate the transactions contemplated hereby, the following
  documents shall be delivered:
  
       (a)	At the Closing, AS shall deliver to AP (i) a Bill of Sale
           for the Assets in the form attached as Exhibit A, (ii) such
           additional instruments as may be reasonably required by AP
           to evidence or perfect the transfer of ownership of any of
           the Assets to AP, and (iii) such instrument as may be
           reasonably required by AP to evidence AP's license to use
           the name "Hazeltine" as set forth in Section 1.1(B) above.
  
       (b)	At the Closing, AP shall deliver to AS the cash portion of
           the Purchase Price as set forth in Section 1.3(a) above and
           AP shall also deliver to AS an instrument in the form
           attached as Exhibit B evidencing the transfer of title to
           172,800 shares of AP Common Stock as set forth in Section
           1.3(b) above, and AP shall instruct its Transfer Agent to
           issue and deliver Certificates for such 172,800 shares of
           AP Common Stock within thirty (30) days as set forth in
           Section 1.3(b) above.
  
       (c)	At the Closing and at all times thereafter as may be
           necessary, upon AP's reasonable request AS shall execute
           and deliver to AP such other instruments of transfer as
           shall be reasonably determined to be necessary or
           appropriate to vest in AP good and indefeasible title to
           the Assets and to otherwise comply with the purposes and
           intent of this Agreement, including, but not limited to,
           the execution and delivery, within thirty (30) days of
           Closing, of assignments of the intellectual property rights
           in the form Attached as Exhibit C and executed by the
           record owner of such rights.
  
                                    ARTICLE II
  
                       _AP's Representations and Warranties_
  
       AP represents and warrants that the following are true and
  correct as of this date and will be true and correct through the
  Closing Date as if made on that date:
  
       2.1  _Organization and Good Standing_  AP is a corporation duly
  organized, validly existing and in good standing under the laws of the
  State of its incorporation (Delaware), with all requisite power and
  authority to carry on the business in which it is engaged, to own the
  properties it owns, to execute and deliver this Agreement, and to
  consummate the transactions contemplated hereby.
  
       2.2	 _Authorization and Validity_  The execution, delivery and
  performance of this Agreement and any other agreements contemplated
  hereby by AP, and the consummation of the transaction contemplated
  hereby and thereby, have been duly authorized by AP.  This Agreement
  and any other agreement contemplated hereby have been or will be prior
  to Closing duly executed and delivered by AP and constitute or will
  constitute legal, valid and binding obligations of AP, enforceable
  against AP in accordance with their respective terms.
  
       2.3 	_Noncontravention_  Neither the execution and delivery of
  this Agreement by AP, nor the consummation by AP of the transactions
  contemplated hereby, will violate (a) any provision of the Certificate
  of Incorporation or Bylaws, as amended, of AP or (b) any statute,
  regulation, rule, judgment, order, decree, stipulation, injunction,
  charge or other restriction of any government, governmental agency or
  court to which AP is subject.
  
       2.4 _	Brokers' Fees_  AP has incurred no liability or obligation
  to pay any fees or commissions to any broker, finder or agent with
  respect to the transactions contemplated by this Agreement for which AS
  is, will be or could become liable or obligated.
  
       2.5	 _Governmental Authorizations; Consents_  No consent, approval
  or authorization of, or designation, declaration or filing with, any
  governmental authority or other third party is required on the part of
  AP with respect to AP's execution or delivery of this Agreement or the
  consummation of the transaction contemplated hereby.
  
      	2.6  _Litigation and Proceedings_  There are no lawsuits, actions
  or other proceedings at law or in equity or before or by any
  governmental authority or instrumentality or before any arbitrator
  pending or, to AP's knowledge, threatened, against AP seeking to
  restrain, enjoin or otherwise prohibit the consummation of the
  transaction contemplated by this Agreement.
  
       2.7 _	Independent Investigation_  AP has conducted, to its
  satisfaction, an independent "due diligence" investigation of the
  Assets, and the operation and projected operation of AS's Commercial
  Antenna Product Lines, in making its determination to proceed with the
  transaction contemplated by this Agreement, and AP has relied on the
  results of its own independent investigation as well as only those
  representations and warranties of Seller expressly and specifically set
  forth herein.
  
      	2.8 _	Acquisition of Assets_  AP has such knowledge and experience
  in financial and business matters that it is capable of evaluating the
  merits and risks of its purchase of the Assets and operation of the
  corresponding business.  AP confirms that AS has made available to AP
  the opportunity to ask questions of the officers and cognizant
  management employees of AS and to acquire additional information about
  the business operated by AS as the Commercial Antenna Product Lines.
  
      	2.9 _	Financial Capability_  AP has adequate financing or
  financial resources available to consummate the transactions
  contemplated by this Agreement and to make each of the specified
  payments of the Purchase Price as they come due. AP will have available
  as of the Closing Date sources of funds sufficient to pay the portion
  of the Purchase Price specified in Section 1.3(a) above in immediately
  available cash.
  
                                   ARTICLE III
  
                      Representations and Warranties of AS
  
      	AS represents and warrants that the statements contained below in
  this Article are true and correct as of the date of this Agreement and
  will be correct and complete as of the Closing Date, as if made on that
  date.
  
       3.1 _	Organization and Good Standing_  AS is a business unit of a
  corporation duly organized, validly existing and in good standing under
  the laws of its State of incorporation (Delaware), with all requisite
  power and authority to carry on the business in which it is engaged and
  to own the properties it owns, to execute and deliver this Agreement,
  and to consummate the transactions contemplated hereby.
  
       3.2 	_Authorization and Validity_  The execution, delivery and
  performance of this Agreement and any other agreements contemplated
  hereby by AS, and the consummation of the transactions contemplated
  hereby and thereby, have been duly authorized by AS.  This Agreement
  and any other agreement contemplated hereby have been or will be duly
  executed and delivered by AS and constitute or will constitute legal,
  valid and binding obligations of AS , enforceable against it in
  accordance with its respective terms.
  
       3.3 _Title to Assets_  AS owns the Assets free and clear of all
  liens, claims and encumbrances, and upon consummation of the
  transaction contemplated hereby, AP shall receive good, valid and
  marketable title to the Assets.
  
       3.4 _Commitments_  AS has not entered into nor are the Assets
  secured by any partnership, marketing, distribution, security or joint
  venture agreement.  AS is not party to, and none of the Assets are
  subject to any agreement or instrument, or any charter or other
  restriction, or any judgment, order, writ, injunction, decree, rule or
  regulation, that could or does materially adversely affect the Assets.
  
       3.5	_Insurance_  All insurable properties of AS the subject of
  this Agreement are self insured or insured for its benefit under valid
  and enforceable policies, issued by insurers of recognized
  responsibility in amounts and against such risks and losses as is
  customary in AS' industry.
  
       3.6	 _Patents, Trademarks and Copyrights_  AS has no knowledge of
  any claim that, or inquiry as to whether, any product, activity or
  operation of AS relating to the Commercial Antenna Product Lines
  infringes upon any rights of any other person, corporation or other
  entity; and no proceedings have been instituted, are pending or are
  threatened to the knowledge of AS which challenge the rights of AS with
  respect thereto.
  
       3.7  _No Violation_  Neither the execution and performance of this
  Agreement nor any agreement contemplated hereby nor the consummation of
  the transactions contemplated hereby or thereby will (a) result in a
  violation or breach of the Articles of Incorporation or Bylaws of AS or
  any agreement or other instrument under which AS is bound or to which
  any of the Assets are subject, or result in the creation or imposition
  of any lien, charge or encumbrance upon any of such Assets, or (b)
  violate any applicable law or regulation or any judgment or order of
  any court or governmental agency.
  
       3.8 	_Consents_  No authorization, consent, approval, permit or
  license of, or filing with, any governmental or public body or
  authority, any lender or lessor or any other person or entity is
  required to authorize, or is required in connection with, the
  execution, delivery and performance of this Agreement or the agreements
  contemplated hereby on the part of AS.
  
       3.9 	_Compliance with Laws_  There are no existing violations by
  AS of any applicable federal, state or local law or regulation that
  could adversely affect its right to transfer to AP valid title to the
  Assets in accordance with the terms and conditions of this Agreement.
  
       3.10 _Finder's Fee_  AS has not incurred any obligation for any
  finder's, broker's or agent's or advisor's in connection with the
  transactions contemplated herein except to those advisors expressly
  identified in the Memorandum of Offer.
  
       3.11	_Litigation_  AS has not had any legal action or
  administrative proceeding or investigation instituted or, to the best
  of the knowledge of AS, threatened against or affecting, or that could
  adversely affect any of the Assets.  AS is not (a) subject to any
  continuing court or administrative order, writ, injunction or decree
  applicable specifically to the Assets, or (b) in default with respect
  to any such order, writ, injunction or decree such as to adversely
  affect any of the Assets.  AS knows of no basis for any such action,
  proceeding or investigation.
  
       3.12 _Accuracy of Information Furnished_  All PSB and ESMR IAS
  manufacturing drawings identified in Schedule 1.1 are those currently
  used by AS to manufacture the corresponding commercial antenna product.
  
       3.13 _Inventory_  The PSB and ESMR IAS inventory identified in
  Schedule 1.1 is current, in good condition, and suitable for use in
  manufacturing the corresponding commercial antenna product and is in
  conformity with the manufacturing drawings identified in Schedule 1.1
  as they existed at the time the corresponding item was acquired or
  manufactured by AS.
  
       3.14 _Books of Account_  The books of account of AS relating to
  the Assets have been kept accurately in the ordinary course of its
  business, the transactions entered therein represent bona fide
  transactions and the revenue, expenses, assets and liabilities of AS
  have been properly recorded in such books.
  
       3.15 _Corporate ("Hazeltine") Name_  There are no actions, suits
  or proceedings pending, or in the knowledge of AS threatened, against
  or affecting AS which may result in any impairment of the right of AS
  to grant to AP the right to use the "Hazeltine" name in accordance
  with Section 1.1(B) above.
  
       3.16	_Backlog_  The PSB Backlog identified in Schedule 1.1 will
  represent AS's internal records of backlog of its unfilled orders for
  PSB  commercial antenna products as of the Closing.
  
      	3.17	_No Implied Representations or Warranties_  Notwithstanding
  anything contained in this Agreement, it is the explicit intent of each
  party hereto that AS is making no representation or warranty
  whatsoever, expressed or implied, beyond those expressly given in this
  Agreement, including any implied warranty or representation as to
  condition, merchantability, or suitability as to any of the Assets.  It
  is understood that any cost estimates, projections or other predictions
  contained or referred to in the Exhibits or Schedules hereof or in any
  documents or information that have been provided to or reviewed by AP
  in connection with this transaction or otherwise are not and shall not
  be deemed to be representations or warranties of AS.
  
       3.18 _Disclaimer of Warranty - Assets Transferred "AS IS"_ -
             Except as expressly set forth in Sections 3.12, 3.13 and
             3.16 above, AP ACKNOWLEDGES AND AGREES THAT THE ASSETS
             PURCHASED BY IT HEREUNDER ARE BEING SOLD AND TRANSFERRED BY
             AS ON AN "AS IS, WHERE IS" BASIS, AND THAT EXCEPT AS
             EXPRESSLY SET FORTH IN THIS ARTICLE 3, AND AS TO TITLE, AS
             IS MAKING NO REPRESENTATION OR WARRANTY OF ANY KIND,
             EXPRESSED OR IMPLIED, RESPECTING THE ASSETS, AS TO
             MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY
             OTHER MATTER.
  
       3.19	_IAS Antenna Warranty_  Except as disclosed on Schedule 4.3,
  all express warranties given by AS customers in connection with
  the sale or offer for sale of the IAS Antenna Product have
  expired and no implied warranties exist in connection with the
  sale or offer for sale of IAS Antenna Products.
  
                                    ARTICLE IV
  
                                  AP's Covenants
  
       4.1 	_Consummation of Agreement_  AP agrees to use its best
  efforts to cause the consummation of the transactions contemplated by
  this Agreement in accordance with their terms and conditions.
  
       4.2 	_Retention of Records_  AP shall retain all books and records
  of AS which AP receives from AS for the entire period required by the
  Internal Revenue Service, the Department of Labor, or other authorities
  or agencies for which AS is required to retain records.  After the
  Closing, AS and its representatives shall have reasonable access, upon
  reasonable notice, to all such books and records during normal business
  hours.  In addition, AP shall, upon reasonable request of AS, furnish
  to AS, upon payment of a reasonable charge, copies of any such books or
  records.
  
      	4.3	 _Post-Closing Warranty Obligations_  AP covenants and agrees
  that following the Closing Date it shall fully honor and diligently
  perform all of AS' existing warranty obligations identified on Schedule
  4.3, and AS shall reimburse AP for actual and reasonable costs incurred
  by AP in doing so in accordance with the arrangements set forth on
  Schedule 4.3.
  
                                    ARTICLE V
  
                                 AS's Covenants
  
       AS agrees that on or prior to the Closing:
  
      	5.1 	_Business Operations_  AS shall use its best efforts to
  preserve intact the Assets being sold, to retain its present relevant
  customers and suppliers so that they may be available to AP after the
  Closing, and to cause consummation of the transactions contemplated by
  this Agreement in accordance with its terms and conditions.
  
       5.2 	_Access_  During AS' regular business hours AS shall permit
  AP and its authorized representatives full access to, and make
  available for inspection, all of the Assets including all patents,
  documents, and other evidence of intangible Assets, and furnish AP all
  available documents, records and information with respect to the Assets
  as AP and its representatives may reasonably request, all for the sole
  purpose of permitting AP to become familiar with the Assets and the
  Commercial Antenna Product Lines and provided such access and
  investigation shall not unreasonably interfere with the operation of
  AS' business.  AP and its representatives shall treat all such
  information and documents they receive from AS as proprietary and
  commercially confidential to AS and shall protect them in accordance
  with the Nondisclosure Agreement between the parties dated January 18,
  2000.
  
       5.3 	_Material Change_  Prior to the Closing, AS shall promptly
  inform AP in writing of any material adverse change to the Assets.
  Notwithstanding the disclosure to AP of any such material adverse
  change, AS shall not be relieved of any liability for, nor shall the
  providing of such information by AS to AP be deemed a waiver by AP of
  the breach of any representation or warranty of AS contained in this
  Agreement.
  
       5.4 	_Assets_  AS will not dispose of any of the Assets except in
  the ordinary course of its operation of the business of its Commercial
  Antenna Product Lines.
  
       5.5 	_Mortgages, Liens_  AS will not enter into or assume any
  mortgage, pledge, conditional sale or other title retention agreement,
  or permit any lien, encumbrance or claim of any kind to attach to any
  of the Assets.
  
       5.6	 _No Disclosures or Negotiations with Others_  AS will prevent
  the disclosure of any of the terms or conditions hereof to any other
  person, other than to those in its corporate group having a need to
  know and its legal, financial and other advisors, and so long as this
  Agreement shall remain effective, AS will not negotiate with any other
  person with respect to the sale of the Assets being sold pursuant to
  this Agreement.
  
       5.7 	_Temporary Storage of Assets_  AS shall store at its facility
  in Greenlawn, New York, under reasonable and customary conditions, all
  Inventory and other tangible Assets purchased hereunder for a period
  not to exceed ninety (90) days following the Closing and to pack, in
  accordance with good commercial practices, all such Inventory and other
  tangible Assets and make provision, within five (5) business days of
  receiving AP's written request, to transport such Inventory and
  tangible Assets (except that consumed or converted into another form in
  the course of the manufacturing activity contemplated in Section 1.3(e)
  above) to AP in Texas and using a carrier to be designated by AP (the
  cost to be borne by AP).   However, the risk of loss for all Assets
  shall pass to AP at Closing.
  
                                   ARTICLE VI
  
                           AP's Conditions Precedent
  
       Except as may be waived in writing by AP, the obligations of AP
  hereunder are subject to the fulfillment at or prior to the Closing of
  each of the following conditions:
  
       6.1  _Representations and Warranties_  The representations and
  warranties of AS contained herein shall be true and correct as of the
  Closing, and AP shall not have discovered any material error,
  misstatement or omission therein.
  
       6.2 	_Covenants_  AS shall have performed and complied with all
  covenants or conditions required by this Agreement to be performed and
  complied with by them prior to the Closing.
  
       6.3 	_Proceedings_  No action, proceeding or order by any court or
  governmental body or agency shall have been threatened in writing,
  asserted, instituted or entered to restrain or prohibit the carrying
  out of the transactions contemplated by this Agreement.
  
       6.4 	_No Material Adverse Change_  No material, adverse change in
  the Assets, business operations or financial condition of AS which
  would have a material effect on the Assets which are the subject of
  this Agreement shall have occurred after April 19, 2000 and prior to
  the Closing.
  
       6.5 	_Due Diligence_  AP's due diligence investigation shall have
  been completed to its satisfaction.
  
       6.6 	_Approvals of Third Parties_  AS has secured all necessary
  approvals and consents of third parties, if any, to the consummation of
  the transactions contemplated by this Agreement.
  
                                    ARTICLE VII
  
                            AS's Conditions Precedent
  
       Except as may be waived in writing by AS, the obligations of AS
  hereunder are subject to fulfillment at or prior to the Closing of each
  of the following conditions:
  
       7.1 	_Representations and Warranties_  The representations and
  warranties of AP contained herein shall be true and correct as of the
  Closing, subject to any changes contemplated by this Agreement, and AS
  shall not have discovered any material error, misstatement or omission
  therein.
  
       7.2  _Covenants_  AP shall have performed and complied in all
  material respects with all covenants or conditions required by this
  Agreement to be performed and complied with by it prior to the Closing.
  
      	7.3 	_Purchase Price_  AP shall have delivered to AS that portion
  of the Purchase Price required by Sections 1.3(a) and 1.3(b) as
  provided therein.
  
       7.4	 _Proceedings_  No action, proceeding or order by any court or
  governmental body or agency shall have been threatened in writing,
  asserted, instituted or entered to restrain or prohibit the carrying
  out of the transactions contemplated by this Agreement.
  
                                   ARTICLE VIII
  
                                 Indemnification
  
       8.1 	_AS's Indemnity_  Subject to the terms and conditions of this
  Article VIII, AS hereby agrees to indemnify, defend and hold AP and its
  officers, directors, agents, attorneys and affiliates harmless from any
  product liability or breach of warranty claims relating to products
  manufactured, sold and delivered by AS prior to the Closing, and all
  general liability claims arising out of or relating to occurrences of
  any nature relating to AS's business operations prior to the Closing,
  whether any such claims are asserted prior to or after the Closing;
  
       8.2 	_AP's Indemnity_  Subject to the terms and conditions of this
  Article VIII, AP hereby agrees to indemnify, defend and hold AS and its
  officers, directors, agents, attorneys and affiliates harmless from and
  against all damages asserted against or incurred by AS by reason of or
  resulting from (a) a breach by AP of any representation, warranty or
  covenant contained herein or in any agreement executed pursuant hereto,
  and (b) AP's operation of its business following the Closing.
  
       8.3 	_Conditions of Indemnification_  The respective obligations
  and liabilities of AS and AP (the "indemnifying party") to the other
  (the "party to be indemnified") under Sections 8.1 and 8.2 hereof with
  respect to claims resulting from the assertion of liability by third
  parties shall be subject to the following terms and conditions:
  
       (a)	Within 20 days (or such earlier time as might be required
       to avoid prejudicing the indemnifying party's position)
       after receipt of notice of commencement of any action
       evidenced by service of process or other legal pleading, or
       with reasonable promptness after the assertion in writing
       of any claim by a third party, the party to be indemnified
       shall give the indemnifying party written notice thereof
       together with a copy of such claim, process or other legal
       pleading, and the indemnifying party shall have the right
       to undertake the defense thereof by representatives of its
       own choosing and at its own expense; provided, however,
       that the party to be indemnified may participate in the
       defense with counsel of its own choice and at its own
       expense.
  
       (b)	In the event that the indemnifying party, by the 30th day
       after receipt of notice of any such claim (or, if earlier,
       by the 10th day preceding the day on which an answer or
       other pleading must be served in order to prevent judgment
       by default in favor of the person asserting such claim),
       does not elect to defend against such claim, the party to
       be indemnified will (upon further notice to the
       indemnifying party) have the right to undertake the
       defense, compromise or settlement of such indemnifying
       party and at the indemnifying party's expense, subject to
       the right of the indemnifying party to assume the defense
       of such claims at any time prior to settlement, compromise
       or final determination thereof.
  
       (c)	Anything in this Article VIII to the contrary
       notwithstanding, the indemnifying party shall not settle
       any claim without the consent of the party to be
       indemnified unless such settlement involves only the
       payment of money and the claimant provides to the party to
       be indemnified a release from all liability in respect of
       such claim.  If the settlement of the claim involves more
       than the payment of money, the indemnifying party shall not
       settle the claim without the prior consent of the party to
       be indemnified, which consent shall not be unreasonably
       withheld.
  
       (d)	The party to be indemnified and the indemnifying party will
       each cooperate with all reasonable requests of the other.
  
       8.4 	_Remedies Exclusive_  The remedies provided in this Article
  VIII are exclusive of any and all other rights or remedies available by
  one party against the other, either at law or in equity.
  
                                     ARTICLE IX
  
                                   Miscellaneous
  
       9.1 	_Amendment_  This Agreement may be amended, modified or
  supplemented only by an instrument in writing of subsequent date which
  expressly references this Agreement and is executed by the party
  against which enforcement of the amendment, modification or supplement
  is sought.
  
       9.2 	_Assignment  This Agreement shall not be assignable by
  either party hereto, except to a corporate affiliate of the assigning
  party, without the prior written consent of the other party, which
  consent shall not be unreasonably withheld or delayed.
  
       9.3 	_Notice_  Any notice or communication given by one party
  hereto to the other party must be in writing and given by depositing
  the same in the United States Postal Service mail, addressed to the
  party to be notified, postage prepaid and registered or certified with
  return receipt requested, or by delivering the same in person.  Such
  notice shall be deemed received on the date on which it is hand-
  delivered or otherwise on the third business day following the date on
  which it is so mailed.  For purposes of notice, the addresses of the
  parties shall be:
  
  If to AS:			          BAE SYSTEMS Aerospace Inc.
  				                  Advanced Systems
  				                  One Hazeltine Way
               				     Greenlawn, NY 11740
  
                    				Attention:	Law Department
  
  With a copy to:	     	Franklin and Associates
  				                  3733 Yorktown Village Pass
  				                  Annandale, VA 22003
  
                    				Attn:  James J. Franklin
  
  If to AP:			          Antenna Products, Inc.
  				                  405 West Loop 820 South,
  				                  Suite 100
  				                  Fort Worth, Texas  76108
  
                    				Attn:  Gary Havener
  
  with a copy to:			    Kessler & Collins, P.C.
                    				5950 Sherry Lane
  				                  Suite 222
  				                  Dallas, Texas  75225
  
                    				Attn:  Gary S. Kessler
  
  Any party may change its address for notice by written notice given to
  the other parties.
  
       9.4 	_Confidentiality_  The parties shall keep this Agreement and
  its terms confidential, but any party may make such disclosures before
  or after the Closing as it reasonably considers are required by law,
  but each party will notify the other party in advance of any such
  disclosure, or as it considers necessary within its corporate group.
  During the due diligence period, neither AP nor AS nor any of their
  employees or advisors will discuss the proposed transaction with any
  other party not in its corporate group, or otherwise promote, cooperate
  in, or be involved in or encourage discussion regarding the sale of the
  Assets of AS as anticipated herein.  In the event that the transactions
  contemplated by this Agreement are not consummated for any reason
  whatsoever, the parties hereto agree not to disclose or use any
  confidential information they may have concerning the affairs of the
  other party except in accordance with the provisions of the existing
  Nondisclosure Agreement between the parties dated January 18, 2000,
  except for information which is required by law to be disclosed.
  Should the transactions contemplated hereby not be consummated, nothing
  contained in this Section shall be construed to prohibit the parties
  from operating a business in competition with each other.
  
       9.5 	_Press Releases and Announcements_  Neither party will issue
  any press release or announcement relating to the subject matter of
  this Agreement without the prior written approval of the other party;
  provided that either party may make any public disclosure it believes
  in good faith is required by law or regulation (in which case the
  disclosing party will advise the other party prior to making such
  disclosure).
  
       9.6 	_Entire Agreement_  Except as incorporated or referred to
  herein, this agreement and the Exhibits and Schedules hereto supersede
  all prior agreements and understanding relating to the subject matter
  hereof, except that the obligations of any party under any agreement
  executed pursuant to this Agreement shall not be affected by this
  Section.
  
       9.7 	_Costs, Expenses and Legal Fees_  Whether or not the
  transactions contemplated hereby are consummated, each party hereto
  shall bear its own costs and expenses (including attorneys' fees),
  except that each party hereto agrees to pay the costs and expenses,
  including reasonable attorneys' fees, incurred by the other parties in
  successfully (a) enforcing any of the terms of this Agreement, or (b)
  proving that the other parties breached any of the terms of this
  Agreement.
  
       9.8 	_Severability_  If any provision of this Agreement is held to
  be illegal, invalid or unenforceable under present or future laws
  effective during the term hereof, such provision shall be fully
  severable and this Agreement shall be construed and enforced as if such
  illegal, invalid or unenforceable provision never comprised a part
  hereof; and the remaining provisions hereof shall remain in full force
  and effect and shall not be affected by the illegal, invalid or
  unenforceable provision or by its severance herefrom.  Furthermore, in
  lieu of such illegal, invalid or unenforceable provision, there shall
  be added automatically as part of this Agreement, a provision as
  similar in its terms to such illegal, invalid or unenforceable
  provision as may be possible and be legal, valid and enforceable.
  
       9.9 	_Specific Performance_  AS acknowledges that a refusal by AS
  to consummate the transactions contemplated hereby, will cause
  irrevocable harm to AP, for which there may be no adequate remedy at
  law and for which the ascertainment of damages would be difficult.
  Therefore, AP shall be entitled, in addition to, and without having to
  prove the inadequacy of, other remedies at law, to specific performance
  of this Agreement, as well as injunctive relief (without being required
  to post bond or other security).
  
       9.10	_Governing Law_  This Agreement and the rights and
  obligations of the parties hereto shall be governed, construed and
  enforced in accordance with the laws of the State of Texas.
  
       9.11	_Captions_  The captions in this Agreement are for
  convenience of reference only and shall not limit or otherwise affect
  any of the terms or provisions hereof.
  
       9.12	_Counterparts_  This Agreement may be executed in
  counterparts, each of which shall be deemed an original, and all of
  which together shall constitute one and the same instrument.
  
      	9.13	_Taxes_  AP and AS shall share equally the cost of all
  transfer taxes, including sales and use taxes, arising out of the sale
  and transfer of the Assets as herein defined.
  
       9.14	_Non-Compete Provisions_
  
  	    (a)	_Noncompetition_.  During a period of five (5) years
       commencing with the Closing Date, AS shall not, anywhere in
       the world, directly or indirectly, in any capacity, market,
       sell or lease any planar single beam antenna or any
       intelligent antenna system in competition with AP in the
       commercial wireless communications market.
  
       (b)	_Nonemployment_.  During a period of five (5) years
       commencing with the Closing Date, AS shall not, on its own
       behalf or on behalf of any other person, partnership,
       association, corporation or other entity, solicit or in any
       manner attempt to influence or induce any employee employed
       by AP to leave the employment of AP.
  
       (c)	_Severability_.  In addition to the provisions of Section 9.8
       hereof, AS agrees that the agreements set forth in this
       Section 9.14 each constitute separate agreements
       independently supported by good and adequate consideration
       and shall be severable from the other provisions of, and
       shall survive, this Agreement.  The existence of any claim
       or cause of action of AS against AP, whether predicated on
       this Agreement or otherwise, shall not constitute a defense
       to the enforcement by AP of the covenants and agreements of
       AS contained in this Section 9.14.
  
       (d)	_Acknowledgments_.  The parties acknowledge and recognize
       that the enforcement of the provisions of this Section 9.14
       is necessary to ensure preservation of the value of the
       Assets purchased by AP pursuant hereto.  AS further agrees
       that due to the nature of such Assets, the noncompetition
       restrictions set forth in this Section 9.14 are reasonable
       as to time and geographic area.
  
      	9.15	_Termination of Agreement_  This Agreement shall terminate in
  any of the following events:
  
  	    (a)	AS and AP may terminate this Agreement by mutual consent in
       writing;
  
      	(b)	Either party may terminate this Agreement by giving written
       notice to the other party at any time prior to the Closing
       in the event such other party is in material breach of any
       material representation, warranty or covenant contained in
       this Agreement and such party has not cured such breach to
       the reasonable satisfaction of the non-breaching party
       within ten (10) days after receipt of notice from the non-
       breaching party;
  
  	    (c)	This Agreement shall terminate automatically if the Closing
       of the transaction contemplated hereby does not occur on or
       before May 1, 2000; or
  
  	    (d)	This Agreement shall terminate upon the conclusion of the
       Closing.
  
       9.16	_Effect of Termination_
  
  	    (a)	Upon termination of this Agreement pursuant to any of
       Sections 9.15(a) through 9.15(c) above, all obligations of
       the parties hereunder shall terminate without liability of
       any party to the other party (except for any liability of
       any party then in breach).
  
  	    (b)	Upon termination of this Agreement pursuant to Section
       9.15(d), all obligations of the parties hereunder shall
       terminate without liability of any party to the other party
       (except for any liability of any party then in breach),
       except that the post-closing provisions in the following
       Sections (and their respective Schedules) shall survive in
       accordance with their respective terms and conditions:
       Sections 1.1, 1.3, 1.4, 1.6, 1.7, 3.17, 3.18, 4.1, 4.2,
       4.3, all of Article VIII, Sections 9.3, 9.4, 9.5, 9.7, 9.8,
       9.9, 9.10, 9.13, 9.14 and 9.16.
  
       IN WITNESS WHEREOF, AS and AP have caused duplicate originals of
  this Agreement to be duly executed by their respective duly authorized
  representatives.
  
       ANTENNA PRODUCTS, INC. (AP)
  
       By: 	_______________________
       Name:  Gary W. Havener
       Title:    Chairman
  
       BAE SYSTEMS AEROSPACE INC.
       Advanced Systems (AS)
  
       By: 	_______________________
       Name:  Raymond E. Daugherty
       Title: 	President
  
  Index.  Exhibits to asset purchase agreement*
  
          1.     Schedule 1.1 of Asset Purchase Agreement Between AS and AP
                 dated May 1, 2000
  
                 (a) Patents
                 (b) Trademarks
                 (c) Existing PSB Models
                 (d) PSP Inventory Assets
                 (e) PSB Manufacturing Assets
                 (f) PSB Documentation
                 (g) PSB Demonstration Hardware
                 (h) Dual Polarization Omni Antenna Documentation
                 (i) Chameleon(TM) Coating Process Assets
                 (j) Existing ESMR IAS Models
                 (k) ESMR IAS Inventory Assets
                 (l) ESMR IAS Demonstration Hardware
                 (m) ESMR IAS Manufacturing Assets
                 (n) ESMR IAS Documentation
                 (o) Existing AMPS IAS Models
                 (p) AMPS IAS Demonstration Hardware
                 (q) AMPS IAS Documentation
  
          2.     Attachment A of Schedule 1.1
  
                 (a) Patents and Patent Rights to be Assigned to AP and
                     Subject to Retained Rights by AS
                 (b) Pending U.S. Patent Application
                 (c) Corresponding Foreign Patents and Pending Patent
                     Applications
  
          3.     Attachment B of Schedule 1.1
  
                 (a) PSB Inventory
  
          4.     Attachment B-1
  
                 (a) Purchased Material/Raw Stock
  
          5.     Attachment B-2
  
                 (a) Completed Antennas
  
          6.     Attachment B-3
  
                 (a) Planned Additional Completed Antennas
  
          7.     Attachment B-4
  
                 (a) Work-In-Process (at 4/4/2000)
  
          8.     Attachment C of Schedule 1.1
  
                 (a) PSB Intermodulation Test Equipment
  
          9.     Attachment D of Schedule 1.1
  
                 (a) PSB Radome Molds
  
          10.    Attachment E of Schedule 1.1
  
                 (a) PSB Vendor List
  
          11.    Attachment F of Schedule 1.1
  
                 (a) PSB Customer Contact List
  
          12.    Attachment G of Schedule 1.1
  
                 (a) PSB Engineering Data
  
          13.    Attachment H of Schedule 1.1
  
                 (a) PSB Manufacturing Drawings
  
          14.  	 Attachment I of Schedule 1.1
  
                 (a) PSB Manufacturing Operation Sheets and CNS Punch
                 Tapes
  
          15.  	 Attachment J of Schedule 1.1
  
                 (a) PSB Product Data Sheets
  
          16.  	 Attachment K of Schedule 1.1
  
                 (a) PSB Historical Sales and Backlog
  
          17.  	 Attachment L of Schedule 1.1
  
                 (a) PSB Demonstration Hardware
  
          18.  	 Attachment M of Schedule 1.1
  
                 (a) Chameleon(TM) Product Data
  
          19.  	 Attachment N of Schedule 1.1
  
                 (a) ESMR IAS Inventory
  
          20.  	Attachment O of Schedule 1.1
  
                (a) ESMR IAS Engineering Support Documentation
  
          21.  	Attachment P of Schedule 1.1
  
                (a) ESMR IAS Marketing and Product Support Documentation
  
          22.  	Attachment Q of Schedule 1.1
  
                (a) ESMR IAS Manufacturing Drawings
  
          23.  	Attachment R of Schedule 1.1
  
                (a) AMPS IAS Demonstration Hardware
  
          24.  	Attachment S of Schedule 1.1
  
                (a) AMPS IAS Marketing Documentation
  
          25.  	Attachment T of Schedule 1.1
  
                (a) AMPS IAS Manufacturing Drawings
  
          26.  	Attachment U of Schedule 1.1
  
                (a) AMPS IAS Software
  
          27. 	 Schedule 4.3 of Asset Purchase Agreement Between AS and AP,
                Dated May 1, 2000.
  
          28. 	 Attachment (A) of Schedule 4.3
  
                (a) Limited Warranty for Standard Commercial
                    Communication Products
  
          29.  	Exhibit A of Asset Purchase Agreement Between AS and AP
                Dated May 1, 2000
  
                (a) Bill of Sale Form
  
          30.   Exhibit B of Asset Purchase Agreement Between AS and
                AP Dated May 1, 2000
  
                (a) Document Evidencing Transfer of Title to AP Common
                   Shares
  
          31.  	Attachment B-1
  
          32.  	Attachment B-2
  
                (a) Investment Representation of AS
  
          33.  	Attachment B-3
  
                (a) Investment Representation of Franklin
  
          34.  	Attachment B-4
  
                (a) Investment Representations of Monticello
  
          35.  	Exhibit C of Asset Purchase Agreement Between AS and
                AP Dated May 1, 2000
  
                (a) Confirmatory Patent Assignment
  
          36.  	Bill of Sale and Assignment
  
          37.  	Confirmatory Patent Assignment
  
                (a) Exhibit A
                    1. Patents and Patent Rights to be Assigned to AP and
                       Subject to Retained Rights by AS
                    2. Pending U.S. Patent Application
                    3. Corresponding Foreign Patents and Pending Patent
                       applications
  
          38.  	Stock Issuance Agreement
  
                (a) Attachment B-1
                    1. Letter to Transfer Agent
  
                (b) Attachment B-2
                    1. Investment Representation of AS
  
                (c) Attachment B-3
                    1. Investment Representation of Franklin
  
                (d) Attachment B-4
                    1. Investment Representation of Monticello
  
  *Copies of the exhibits to the asset purchase agreement will be
  provided to the Commission upon request.
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities and Exchange Act
  of 1934, the registrant has duly caused this report to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
  						                             Antenna Products, Inc.
  
  Date: May 11, 2000                 ____________________________________
                                    	Clark D. Wraight, Vice President and
  						                             Principal Financial Officer