LINKABIT WIRELESS, INC.

                   1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

               ADOPTED AND APPROVED BY STOCKHOLDERS ON DECEMBER 2, 1997

1.  PURPOSE.

    (a)  The purpose of the Non-Employee Directors' Stock Option Plan (the
"Plan") is to provide a means by which certain directors of Linkabit Wireless,
Inc., a Delaware corporation (the "Company"), who are not otherwise employees of
the Company or of any Affiliate of the Company ("Non-Employee Directors"), will
be given an opportunity to purchase stock of the Company.

    (b)  The word "Affiliate" as used in the Plan means any parent corporation
or subsidiary corporation of the Company as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").

    (c)  The Company, by means of the Plan, seeks to retain the services of
certain persons serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.

2.  ADMINISTRATION.

    (a)  The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee as provided in subparagraph 2(b).

    (b)  The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee").  If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board.  The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

3.  SHARES SUBJECT TO THE PLAN.

    (a)  Subject to the provisions of paragraph 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to options granted under
the Plan shall not exceed in the aggregate four hundred sixteen thousand six
hundred sixty-seven


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(416,667) shares of the Company's Class A Common Stock.  If any option granted
under the Plan shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not purchased under such option shall again
become available for the Plan.

    (b)  The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

4.  ELIGIBILITY.

    Options shall be granted only to Non-Employee Directors of the Company.

5.  NON-DISCRETIONARY GRANTS.

    (a)  Each person who, upon the effective date of the Company's initial
public offering of shares of Class A Common Stock pursuant to a registration
statement on Form S-1 filed with the Securities and Exchange Commission (the
"IPO Date"), is then a Non-Employee Director automatically shall be granted a
one-time option to purchase five thousand (5,000) shares of Class A Common Stock
of the Company on the terms and conditions set forth herein.

    (b)  Each person who, after the IPO Date, for the first time becomes a
Non-Employee Director automatically shall be granted, upon the date of his or
her initial appointment or election to be a Non-Employee Director by the Board
or the stockholders of the Company, a one-time option to purchase five thousand
(5,000) shares of Class A Common Stock of the Company on the terms and
conditions set forth herein.

    (c)  On the date of each annual meeting of the stockholders of the Company
after the IPO Date (other than any such annual meeting held in 1998), each
person who is elected at such annual meeting to serve as a Non-Employee Director
(other than a person who receives a grant under subparagraph 5(b) on or during
the six-month period preceding such date) automatically shall be granted an
option to purchase five thousand (5,000) shares of Class A Common Stock of the
Company on the terms and conditions set forth herein.

6.  OPTION PROVISIONS.

    Each option shall be subject to the following terms and conditions:

    (a)  The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date ten (10) years
from the date of grant (the "Expiration Date").  No option shall be exercisable
after the Expiration Date.


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    (b)  If the optionee's service as a Non-Employee Director of the Company
("Service") terminates (other than upon the optionee's death or disability), the
optionee may exercise his or her option (to the extent that the optionee was
entitled to exercise it as of the date of termination) but only within such
period of time ending on the earlier of (i) the date ninety (90) days following
the termination of the optionee's Service (or such longer or shorter period,
which shall not be less than thirty (30) days, specified in the option
agreement), or (ii) the Expiration Date.  If, at the date of termination, the
optionee is not entitled to exercise his or her entire option, the shares
covered by the unexercisable portion of the option shall revert to and again
become available for issuance under the Plan.  If, after termination of Service,
the optionee does not exercise his or her option within the time specified
herein, the option shall terminate, and the shares covered by such option shall
revert to and again become available for issuance under the Plan.

    An optionee's option agreement may also provide that, if the exercise of
the option following the termination of the optionee's Service (other than upon
the optionee's death or disability) would result in liability under Section
16(b) of the Exchange Act, then the option shall terminate on the earlier of (i)
the Expiration Date or (ii) the tenth (10th) day after the last date on which
such exercise would result in such liability under Section 16(b) of the Exchange
Act.  Finally, an optionee's option agreement may also provide that if the
exercise of the option following the termination of the optionee's Service
(other than upon the optionee's death or disability) would be prohibited at any
time solely because the issuance of shares would violate the registration
requirements under the Securities Act, then the option shall terminate on the
earlier of (i) the Expiration Date or (ii) the expiration of a period of ninety
(90) days after the termination of the optionee's Service during which the
exercise of the Option would not be in violation of such registration
requirements.

    (c)  In the event an optionee's Service terminates as a result of the
optionee's disability, the optionee may exercise his or her option (to the
extent that the optionee was entitled to exercise it as of the date of
termination), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination (or such longer or
shorter period, which in no event shall be less than six (6) months, specified
in the option agreement), or (ii) the Expiration Date.  If, at the date of
termination, the optionee is not entitled to exercise his or her entire option,
the shares covered by the unexercisable portion of the option shall revert to
and again become available for issuance under the Plan.  If, after termination,
the optionee does not exercise his or her option within the time specified
herein, the option shall terminate, and the shares covered by such option shall
revert to and again become available for issuance under the Plan.


                                          3.


    (d)  In the event of the death of an optionee during, or within a period
specified in the option agreement after the termination of, the optionee's
Service, the option may be exercised (to the extent the optionee was entitled to
exercise the option as of the date of death) by the optionee's estate, by a
person who acquired the right to exercise the option by bequest or inheritance
or by a person designated to exercise the option upon the optionee's death
pursuant to subsection 6(g), but only within the period ending on the earlier of
(i) the date twelve (12) months following the date of death (or such longer or
shorter period, which in no event shall be less than six (6) months, specified
in the option agreement), or (ii) the Expiration Date.  If, at the time of
death, the optionee was not entitled to exercise his or her entire option, the
shares covered by the unexercisable portion of the option shall revert to and
again become available for issuance under the Plan.  If, after death, the option
is not exercised within the time specified herein, the option shall terminate,
and the shares covered by such option shall revert to and again become available
for issuance under the Plan.

    (e)  The exercise price of each option shall be one hundred percent (100%)
of the fair market value (defined in Section 9(f) below) of the stock subject to
such option on the date such option is granted.

    (f)  Payment of the exercise price of each option is due in full in cash
upon any exercise, provided that an option may be exercised pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board
which results in the receipt of cash (or check) by the Company prior to the
issuance of shares of the Company's Class A Common Stock.

    (g)  An option shall only be transferable by the optionee upon such terms
and conditions as are set forth in the option agreement for such option, as the
Board or the Committee shall determine in its discretion.  The optionee may, by
delivering written notice to the Company in a form satisfactory to the Company,
designate a third party who, in the event of the death of the optionee, shall
thereafter be entitled to exercise the option.

    (h)  The option shall become exercisable (vest) over a period of four years
from the date of grant, with 25% of the shares subject to such option vesting on
each of the first, second, third and fourth anniversaries of the grant date;
provided that the optionee has, during the entire period prior to each
applicable vesting date, continuously served as a Non-Employee Director of the
Company, whereupon such option shall become fully exercisable in accordance with
its terms with respect to that portion of the shares represented by that
installment.  Notwithstanding the foregoing, the option may, but need not,
include a provision whereby the Optionee may elect at any time while a Director
to exercise the option as to any part or all of the shares subject to the option
prior to the full vesting of the option.  Any unvested shares so purchased may
be subject to a repurchase

                                          4.


right in favor of the Company or to any other restriction the Board or Committee
determines to be appropriate.

    (i)  The Company may require any optionee, or any person to whom an option
is transferred under subparagraph 6(g), as a condition of exercising any such
option:  (i) to give written assurances satisfactory to the Company as to the
optionee's knowledge and experience in financial and business matters; and
(ii) to give written assurances satisfactory to the Company stating that such
person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise distributing
the stock.  These requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise of the option has been registered under a then-currently-effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or (ii), as to any particular requirement, a determination is
made by counsel for the Company that such requirement need not be met in the
circumstances under the then-applicable securities laws.

    (j)  Notwithstanding anything to the contrary contained herein, an option
may not be exercised unless the shares issuable upon exercise of such option are
then registered under the Securities Act or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.

7.  COVENANTS OF THE COMPANY.

    (a)  During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.

    (b)  The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; PROVIDED, HOWEVER, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan, or any stock issued or issuable pursuant to any such option.  If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options.

8.  USE OF PROCEEDS FROM STOCK.

    Proceeds from the sale of stock pursuant to options granted under the Plan
shall constitute general funds of the Company.


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9.  MISCELLANEOUS.

    (a)  Neither an optionee nor any person to whom an option is transferred
under subparagraph 6(g) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all requirements for exercise of the option
pursuant to its terms.

    (b)  Throughout the term of any option granted pursuant to the Plan, the
Company shall make available to the holder of such option, not later than one
hundred twenty (120) days after the close of each of the Company's fiscal years
during the option term, upon request, such financial and other information
regarding the Company as comprises the annual report to the stockholders of the
Company provided for in the Bylaws of the Company and such other information
regarding the Company as the holder of such option may reasonably request.

    (c)  Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-Employee Director any right to continue in the service
of the Company or shall affect any right of the Company, its Board or
stockholders to terminate the service of any Non-Employee Director with or
without cause.

    (d)  No Non-Employee Director, individually or as a member of a group, and
no beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any option reserved for the purposes of the
Plan except as to such shares of Class A Common Stock, if any, as shall have
been reserved for him pursuant to an option granted to him.

    (e)  In connection with each option granted pursuant to the Plan, it shall
be a condition precedent to the Company's obligation to issue or transfer shares
to a Non-Employee Director, or to evidence the removal or lapse of any
restrictions on transfer, that such Non-Employee Director make arrangements
satisfactory to the Company to insure that the amount of any federal or other
withholding tax required to be withheld with respect to such sale or transfer,
or such removal or lapse, is made available to the Company for timely payment of
such tax.

    (f)  As used in this Plan, "fair market value" means, as of any date, the
value of the Class A Common Stock of the Company determined as follows:

         (i)   If the Class A Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market, the fair market value of a share of Class A Common Stock shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Class A


                                          6.


Common Stock) on the last market trading day prior to the day of determination,
as reported in the Wall Street Journal or such other source as the Board deems
reliable;

         (ii)  If the Class A Common Stock is quoted on Nasdaq (but not on the
National Market thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the fair market value of a share of
Class A Common Stock shall be the mean between the bid and asked prices for the
Class A Common Stock on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other source as
the Board deems reliable;

         (iii) In the absence of an established market for the Class A Common
Stock, the fair market value shall be determined in good faith by the Board.

10. ADJUSTMENTS UPON CHANGES IN STOCK.

    (a)  If any change is made in the stock subject to the Plan, or subject to
any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.

    (b)  In the event of:  (1) a dissolution, liquidation or sale of
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Company's
Class A Common Stock outstanding immediately preceding the merger are converted
by virtue of the merger into other property, whether in the form of securities,
cash or otherwise; or (4) any other capital reorganization (including a sale of
stock of the Company to a single purchaser or single group of affiliated
purchasers) after which less than fifty percent (50%) of the outstanding voting
shares of the new or continuing corporation are owned by stockholders of the
Company immediately before such transaction, the time during which options
outstanding under the Plan may be exercised shall be accelerated to permit the
optionee to exercise all such options in full prior to such event, and the
options shall terminate if not exercised prior to such event.

11. AMENDMENT OF THE PLAN.

    (a)  The Board at any time, and from time to time, may amend the Plan,
PROVIDED, HOWEVER, that the Board shall not amend the plan more than once every
six (6) months with respect to the provisions of the Plan which relate to the
amount, price and timing of grants, other than to comport with changes in the
Code or applicable regulations


                                          7.


or rulings thereunder.  Except as provided in paragraph 10 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will:

         (i)   Increase the number of shares which may be issued under the
Plan;

         (ii)  Modify the requirements as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval in order
for the Plan to comply with the requirements of Rule 16b-3); or

         (iii) Modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to comply with the requirements of
Rule 16b-3 or Section 162(m) of the Internal Revenue Code.

    (b)  Rights and obligations under any option granted before any amendment
of the Plan shall not be impaired by such amendment unless (i) the Company
requests the consent of the person to whom the option was granted and (ii) such
person consents in writing.

12. TERMINATION OR SUSPENSION OF THE PLAN.

    (a)  The Board may suspend or terminate the Plan at any time.  Unless
sooner terminated, the Plan shall terminate on the date that is ten (10) years
after the date on which the Board approves the Plan.  No options may be granted
under the Plan while the Plan is suspended or after it is terminated.

    (b)  Rights and obligations under any option granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the option was granted.

    (c)  The Plan shall terminate upon the occurrence of any of the events
described in Section 10(b) above.

13. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.

    (a)  The Plan shall become effective on the date on which the Board
approves the Plan, subject to the condition that the Plan be approved by the
stockholders of the Company.

    (b)  No option granted under the Plan shall be exercised or exercisable
unless and until the condition of subparagraph 13(a) above has been met.


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