10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2006
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number:  0-21213

LCC International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	54-1807038 (I.R.S. Employer Identification No.)
7900 Westpark Drive McLean, VA (Address of Principal Executive Offices)	22102 (Zip Code)

Registrant’s telephone number, including area code:

(703) 873-2000

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock, par value $.01 per share, registered on The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

Not Applicable

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes o     No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes o     No þ *

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o     Accelerated filer þ     Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant, at June 30, 2006 based upon the last reported sale price of the registrant’s Class A common stock on the Nasdaq Global Market on that date, was $76,855,303.

As of November 7, 2007, the registrant had outstanding 31,313,397 shares of class A common stock, par value $.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

None

EXPLANATORY NOTE

This Annual Report on Form 10-K principally reflects matters existing at December 31, 2006 and events occurring during the year ended December 31, 2006, but does include some discussion of certain specified matters and events subsequent to December 31, 2006, principally in Note. 21, Subsequent Events, in the consolidated financial statements. Additional information about periods subsequent to December 31, 2006 can be found in our filings made to date on Form 8-K and will be contained in filings with the Securities and Exchange Commission to be made by us after the date of this Annual Report on Form 10-K.

*  The Registrant has not filed its Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007.

TABLE OF CONTENTS

			Page
PART I
	Item 1.	Business		3
	Item 1A.	Risk Factors		13
	Item 1B.	Unresolved Staff Comments		22
	Item 2.	Properties		22
	Item 3.	Legal Proceedings		22
	Item 4.	Submission of Matters to a Vote of Security Holders		22
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		23
	Item 6.	Selected Financial Data		25
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		43
	Item 8.	Financial Statements and Supplementary Data		45
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		88
	Item 9A.	Controls and Procedures		88
	Item 9B.	Other information		92
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		93
	Item 11.	Executive Compensation		99
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		115
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		118
	Item 14.	Principal Accountant Fees and Services		120
PART IV
	Item 15.	Exhibits and Financial Statement Schedules		121
EX-10.37
EX-10.38
Exhibit 10.40
EX-10.41
Exhibit 10.45
EX-10.46
Exhibit 10.47
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. These statements can be identified by the use of forward looking terminology, such as “may,” “will,” “expect,” “anticipate,” “estimate,” or “continue” or the negative thereof or other variations thereon or comparable terminology. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this Form 10-K. See Item 1A “Risk Factors” for cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from results referred to in forward-looking statements.

PART I

Item 1.   Business

Overview

LCC International, Inc., a Delaware corporation, was formed in 1983. Unless the context indicates otherwise, references in this Form 10-K to the “Company,” “our,” “we,” or “us” are to LCC International, Inc. and its subsidiaries.

We are an independent provider of integrated end-to-end solutions for wireless voice and data communications networks with offerings ranging from high level technical consulting, system design and optimization services, to deployment and ongoing operations and maintenance services. We have been successful in using initial opportunities to provide high level technical consulting services to secure later-stage system design and network optimization contracts. Engagements to provide design services also assist us in securing ongoing deployment as well as operations and maintenance projects including network optimization contracts. Our technical consulting, system design and network optimization practices position us well to capitalize on additional opportunities as new technologies are developed and wireless service providers upgrade their existing networks, deploy the latest available technologies, and respond to changes in how their customers use wireless services.

Since our inception, we have delivered wireless network solutions to more than 350 customers in over 50 countries. Customers outside of the United States accounted for 77.1% and 75.2% of our revenues from continuing operations for the years ended December 31, 2006 and 2005, respectively. These numbers, as well as all of the other financial information set forth in this Part I, have been adjusted to reflect the divestiture of our U.S. Network Deployment business in the second quarter of 2006 and the pending sale of our Brazilian subsidiary.

Industry Background

Wireless Telecommunications Networks

Wireless networks are telecommunications systems built using radio-based systems that allow a telephone set or data terminal to communicate without a metallic or optical cord or wire equipment. The life cycle of a wireless network continually evolves and consists of several phases including strategic planning, design, deployment, expansion, and operations and maintenance. During the strategic planning phase, operators pursue the licenses necessary to build out a wireless system and make decisions about the type of technology and equipment to be used, where it will be located, how it will utilize radio frequency spectrum and how it will be configured. Technical planning and preliminary engineering designs are often required to decide on a deployment strategy and determine construction costs and the revenue generating ability of the wireless system.

Following acceptance of a wireless network design, access to land or building rooftops must be secured for towers or telecommunications equipment, including radio base stations, antennae and supporting electronics. Each site must be qualified in a number of areas, including zoning ordinance requirements, regulatory compliance and suitability for construction. Detailed site location designs are prepared and radio frequency engineers review interference to or from co-located antennae. Construction and equipment installation then must be performed and site performance is measured after completion of construction. Finally, professional technicians install and

3

commission the new radio equipment, test it, integrate it with existing networks and tune the components to optimize performance.

Once a wireless network becomes operational and the number of subscribers increases, the system must be expanded to increase system coverage and capacity. In addition, the wireless system must be continually updated and optimized to address changes in traffic patterns, and interference from neighboring or competing networks or other radio sources. Operations and maintenance also involve tuning the network to enable operators to compete more effectively in areas where there are multiple system operators.

Finally, as new technologies continuously develop, wireless service providers must determine whether to upgrade their existing networks or deploy new networks utilizing the latest available technologies. Overlaying new technologies, such as third generation and fourth generation (or “3G” and “4G”, respectively) with an existing network or deploying a new network requires operators to reengage in the strategic planning, design, deployment, expansion, and operations and maintenance phases of a new cycle in the life of an existing or new network.

Growth and Evolution of the Wireless Telecommunications Industry

Worldwide use of wireless telecommunications has grown rapidly as cellular and other emerging wireless communications services have become more widely available and affordable for the mass business and consumer markets. The rapid growth in wireless telecommunications is driven by the dramatic increase in wireless telephone usage, as well as strong demand for wireless Internet and other data services.

Wireless access to the Internet is still in its relative infancy but growing rapidly as web-enabled devices become more widely accessible and affordable. Demand for wireless Internet access and other data services is accelerating the adoption of new technologies such as those embodied in 3G and 4G to enable wireless networks to deliver enhanced data capabilities. Examples of wireless data services include e-mail, text messaging services, music on-demand, ring tones, online-banking, locations-based services and interactive games. In addition, the introduction of mobile multimedia services such as voice over internet protocol (“VoIP”) and mobile TV has resulted in the development of new wireless broadband and broadcast technologies to support high speed data and video.

Recently, there has been a move in the telecommunications industry towards fixed-mobile convergence (“FMC”), and as a result, enabling technologies such as IP Multimedia Subsystem (“IMS”) and Unlicensed Mobile Access (“UMA”) are being introduced into the wireless networks. The IMS architecture consolidates service delivery platforms for voice and data on a common IP foundation. UMA technology enables access to mobile voice, data and IMS services over IP broadband access and unlicensed spectrum technologies. By deploying UMA technology, service providers can enable subscribers to roam and handover between cellular networks and public and private unlicensed wireless networks using dual-mode mobile handsets.

Key Drivers of Change in Our Business

Historically, the key drivers of change in our business have been: (i) the issuance of new or additional licenses to wireless service providers; (ii) the introduction of new services or technologies; (iii) the increases in the number of subscribers served by wireless service providers, the increase in usage by those subscribers and the scarcity of wireless spectrum; and (iv) the increasing complexity of wireless systems in operation. Each of these key drivers is discussed below.

•  The issuance of new or additional licenses to wireless service providers.  In September of 2006, the Federal Communications Commission (“FCC”) auctioned spectrum in the Advanced Wireless Services (“AWS”) band. The winning bidders included existing wireless carriers as well as new entrants such as cable companies. A similar auction is expected to occur in 2008 as the FCC auctions licenses in 700 mhz band. After receiving new or additional licenses necessary to build out their wireless systems, wireless service providers must make decisions about what type of technology and equipment will be used, where it will be located and how it will be configured. In addition, the incumbent users of the AWS spectrum must be relocated to clear the frequencies for use by the auction winners. The spectrum relocation process requires coordination, negotiation, and engineering for both the incumbents and the new license holders. The

4

network build out requires preparation of detailed site location designs and radio frequency engineers must review interference to or from co-located antennae.

•  The introduction of new services or technologies.  Although wireless service providers traditionally have relied upon their internal engineering workforces to address a significant portion of their wireless network needs, the rapid introduction of new services or technologies in the wireless market and the need to reduce operating costs in many cases has resulted in wireless service providers and equipment vendors focusing on their core competencies and, as a result, outsourcing an increasing portion of their network services. Several wireless service providers have upgraded or have begun upgrading their networks to reduce the rate at which customers deactivate their wireless services and to accommodate new services including multimedia messaging, which allows wireless users to send and receive messages with a combination of media elements such as text, image, sound and video. The introduction of new services and technologies such as wireless broadband and broadcast has resulted in opportunities for new classes of wireless service providers to enter the market with a quadruple play offering of voice, internet, video, and mobility. Wireless broadband technologies are considered both complimentary and competitive to fixed service providers such as DSL, cable, and satellite operators. Proprietary and standard mobile TV broadcast technologies are currently being implemented by new entrants to the wireless service provider community. These new services are driving wireless carriers to focus on the quality of the experience (“QoE”) as perceived by the user. To monitor and optimize the quality experienced by the user, the wireless service providers require new tools and processes to test many different devices as well as applications and content.

•  The increases in the number of wireless subscribers, the increase in usage by those subscribers, and the scarcity of wireless spectrum.  The increases in the number of subscribers served by wireless service providers, the increase in usage by those subscribers, and the scarcity of wireless spectrum require wireless service providers to expand and optimize system coverage and capacity to maintain network quality. The wireless system also must be continually updated and optimized to address changes in traffic patterns and interference from neighboring or competing networks or other radio sources.

•  The increasing complexity of wireless systems.  As new technologies are developed, wireless service providers must determine whether to upgrade their existing networks or deploy new networks utilizing the latest available technologies in order to maintain their market share. For example, overlaying next generation technologies such as 3G and 4G with an existing network or deploying a new network requires wireless service providers to reengage in the strategic planning, design, deployment, expansion, and operations and maintenance phases of a new cycle in the life of an existing or new network. The consolidation of networks also drives a need for resources to plan, optimize and implement change in existing networks.

The Need for Outsourcing

As a result of the drivers of change in our business described above, we believe that wireless network operators and their third party service providers are seeking to outsource an increasing portion of their wireless network needs and are engaging professional service firms that:

•  have expertise with all major wireless technologies;

•  offer turnkey solutions through in-country presence in the markets to be served;

•  offer speed to market and cost effective network implementation;

• have experience working with all major equipment vendors; and

•  have sufficient numbers of highly skilled employees capable of handling large-scale domestic and international projects.

The LCC Solution

We help wireless service providers around the world address the issues they face in developing networks to meet subscriber demand, reduce their costs and add new services and functionality. We believe the services

5

performed by LCC which address these issues and the need for wireless service providers, telecommunications equipment vendors and others to outsource an increasing portion of their wireless network services, distinguish us and result in competitive advantages:

•  Expertise and experience with all major wireless technologies, system protocols and equipment vendors.  We have experience working with all major wireless access technologies, including second generation, or 2G, 2.5G, 3G and 4G digital system protocols and their respective migration paths, including: (i) Global System for Mobile Communications (“GSM”) and its evolution path including Universal Mobile Telecommunications System (“UMTS”) and High Speed Packet Access (“HSPA”); (ii) Time Division Multiple Access (“TDMA”); (iii) Code Division Multiple Access (“CDMA”) and its evolution path including Single Carrier Radio Transmission Technology (“1xRTT”) and 1x Evolution-Data Optimized (“1xEV-DO Rev 0 and Rev A”); (iv) Integrated Dispatch Enhanced Network (“iDEN”); (v) broadband’s Local Multipoint Distribution System (“LMDS”), Multichannel Multipoint Distribution Service (“MMDS”), 802.11x (“Wi-Fi”) and 802.16 (“WiMAX”) technologies; (vi) Europe’s equivalent to iDEN referred to as Tetra; (vii) Satellite Digital Audio Radio Service (“S-DARS”); (viii) Digital Video Broadcasting for mobile TV (“DVB-H and MediaFLO”); and (ix) core network technologies. We are actively engaged in supporting the development of new and emerging technologies and standards in the wireless telecommunications industry through participation in industry panels and industry association forums and through independent research. We have worked with the equipment made by all major equipment manufacturers. Our Wireless Institute, which provides training and research services, is an integral part of our technical development activities.

•  Ability to deliver turnkey solutions.  Our ability to provide a broad combination of services which may include several or all of the services such as design, deployment, consulting and operations and maintenance services for wireless networks, which we refer to as end-to-end or turnkey services, enables our wireless customers to engage us as a single responsible party accountable for delivering and managing their wireless networks under a single contract. As a result of our decision to exit the network deployment business in the U.S. in 2006 and as a result of a non-competition agreement entered into with the buyer of such business, our turnkey solutions in the U.S. do not include network site deployment services and are focused on technical solutions including our engineering and quality of service (“QoS”) and quantity of experience (“QoE”) solutions as well as solutions to assist carriers in (i) clearing newly-acquired spectrum and (ii) optimizing and expanding existing backhaul networks. Our offerings in Europe, the Middle East and Africa (“EMEA”) include deployment services and we may choose to partner with deployment services providers in the United States if the need arises. We coordinate our use of resources for each phase of the project from planning to design and deployment to operations and maintenance of the wireless network, enabling us to reduce the time and cost of our services. In order to supplement such services, we have established a presence in, among others, Algeria, Belgium, Germany, Greece, Italy, Luxembourg, the Netherlands, Pakistan, Spain, Saudi Arabia, United Arab Emirates and the United Kingdom. We provide our customers with a primary point of accountability and reduce the inefficiencies associated with coordinating multiple subcontractors to enable projects to be transitioned from discipline to discipline in an efficient manner.

•  Speed to market.  Our expertise, global presence and processes enable us to respond quickly to support our customers’ objectives. Members of our technical and design teams often work together with the customer at the initial stage of a project in order to plan an effective and efficient solution for the customer’s needs.

•  Worldwide depth of resources.  Our professionals collectively have experience designing and deploying networks in the major markets in the United States as well as many countries throughout the world. As of December 31, 2006, approximately 72.5% of our billable employees were employed outside the United States. During the past 20 years, our professionals have designed wireless networks employing all major technologies in North America, Europe, Asia, Latin America, the Middle East and Africa. Our professional staff is highly educated with many of our engineering professionals holding masters degrees or doctorates.

LCC Services

We offer to our wireless customers a complete range of wireless network services, including: (i) high level technical consulting (2.6% of revenues for 2006 and 2.7% of revenues for 2005); (ii) design and optimization

6

services (54.1% of revenues for 2006 and 52.6% of revenues for 2005); (iii) deployment services (39.2% of revenues for 2006 and 39.8% of revenues for 2005); and (iv) ongoing operations and maintenance services (3.7% of revenues for fiscal 2006 and 3.8% of revenues for fiscal 2005). In 2006, we derived 47.2% of our revenues from projects involving 2G technology, 17.3% of our revenues from projects involving 2.5G technology, 29.1% of our revenues from projects involving 3G technology, and 6.4% of our revenues from projects involving other technologies. All amounts are based on revenues from continuing operations.

Technical Consulting Services

Applying our extensive technical and operational expertise and experience, we initially may be engaged by a wireless customer to analyze the engineering and technology issues related to emerging technologies and acquiring new spectrum. From assisting customers with evaluating their business plans, to licensing and application support, technology assessments and defining and refining implementation strategies, our team of senior wireless professionals focuses on providing our customers with key insights into all aspects of wireless communications and the impact that a new technology, device or application might have on the industry. We also provide training to our engineers and our customers through our Wireless Institute, which covers the latest technologies developed and employed throughout the world.

Design and Optimization Services

Radio frequency and fixed network engineering.  We provide both radio frequency engineering and fixed network engineering services to design wireless networks for our customers. Our engineers design each wireless network based upon the customer’s transmission requirements, which are determined based upon the projected level of subscriber density, estimated traffic demand and the scope of the operator’s license coverage area and the most effective connection to the wireline backbone. Our engineers perform the calculations, measurements and tests necessary to optimize placement of wireless equipment, to optimize use of radio frequency and to deliver the highest possible signal quality for the greatest portion of subscriber usage within existing constraints. Typical constraints that must be addressed include cost parameters, terrain and license limitations, interference from other operators, site availability limitations and applicable zoning restrictions, as well as other factors.

In addition, because most wireless calls are ultimately routed through a wireline network, traffic from wireless networks must be connected with switching centers within wireline networks. Our fixed network engineers determine the most effective method to connect cell sites to the wireline backbone. We also provide services to cover the core network including interconnect, switching and microwave engineering for all access technologies, including connection into the telecommunications infrastructures of competitive local exchange carriers, or CLECs, and incumbent local exchange carriers, or ILECs. Our engineers will assist carriers in determining the most cost effective and technically efficient means to route traffic across their fixed networks as well as evaluate the implementation of new technologies, such as wireless backhaul, or capabilities to respond to demands for additional capacity as networks handle more traffic from data and media applications.

Once a wireless network becomes operational and the number of subscribers increases, our engineers assist carriers to expand system coverage, system capacity and optimize performance to address changing requirements. These activities include overlaying new technologies with existing networks and supporting requirements for strategic planning, design, deployment, expansion, and operations and maintenance phases of a new cycle in the life of an existing or new network. They also include solutions to address changing requirements in how quality of service and quality of end user experience is measured, monitored and optimized in networks providing greater degrees of data services including video, media and similar applications.

Competitive benchmarking.  We provide system analyses to our wireless customers for the measurement of network performance, including “benchmarking” their performance versus competitors, based upon an extensive set of parameters such as call quality, drop call rates, signal strength and coverage.

Deployment Services

The Company, in reviewing its strategic objectives, decided to exit the U.S. Network Deployment business in 2006 due to the increasing amounts of working capital required to operate this business as a result of increasingly

7

extended milestone payments under customer agreements and to associated lesser profit margins in the U.S. market. As a result, the focus of the Company’s deployment services has shifted to its overseas operations and include:

Program management.  We provide program management services as part of an overall design and deployment project to manage site acquisition, radio frequency engineering, fixed network engineering and construction management services.

Site acquisition and development.  Our local experts in each geographic market evaluate the feasibility and desirability of base station locations in the proposed area according to the wireless customer’s requirements, including zoning ordinance requirements, leasing constraints and building access issues.

Architecture and engineering.  We manage various activities associated with the design, layout and physical assessment of existing and proposed telecommunications facilities, including base stations and switching centers. This includes managing architecture and engineering firms with respect to site drawings, zoning exhibits, and structural analysis and making recommendations to confirm that the infrastructure has the structural capacity to accommodate the design of the wireless network. We also provide other materials and services as may be necessary to secure building permits and jurisdictional approvals.

Construction and procurement management.  We manage various construction subcontractors to prepare the rooftop or tower site and secure the proper electrical and telecommunications connections. We also manage the procurement of materials and equipment for our wireless customers and the installation of radio frequency equipment, including base station electronics and antennae.

For financial information about the sale of the U.S. Network Deployment business, see Note 4 to our consolidated financial statements.

Operations and Maintenance Services

We provide operations and maintenance services to wireless service providers with ongoing outsourcing needs. Depending on customers’ needs, the scope of such arrangements varies greatly. We may assume responsibility for all or part of the day-to-day operation and maintenance of wireless networks.

Geographic Organization

We provide our services through a regional management organization that comprises two principal regions and several smaller divisions. Our primary operating regions are “Americas” and “EMEA” (Europe, Middle East and Africa). Our Americas region, which is headquartered in McLean, Virginia, provides a range of service offerings to wireless operators and equipment vendors in North America. In 2006 Americas generated approximately 23% of our total revenue. Our EMEA region, which is based in London, is responsible for operations in the United Kingdom and overseas, including Algeria, Belgium, Germany, Greece, Italy, Luxembourg, the Netherlands, Pakistan, Spain, and Saudi Arabia. In 2004, we established a marketing office in Dubai, UAE for our EMEA region. In 2006, EMEA generated approximately 77% of our total revenue.

The Company’s nonreportable segments in 2006 were comprised of our Asia-Pacific operations which were not significant in 2006, LCC Wireline, Inc., corporate, and the Wireless Institute. In 2006, these combined operations generated less than 1% of our total revenues. Through our Wireless Institute, we provide training to our engineers and customers covering the latest technologies developed and employed throughout the world.

For financial information about our operating segments, see Note 18 to our consolidated financial statements.

Business Strategy

The principal elements of our business strategy are to: (i) benefit from adjacent market opportunities by leveraging our current knowledge and customer base, (ii) provide end-to-end services in markets that provide compelling opportunities; (iii) increase our presence in new geographic areas to capitalize on emerging opportunities; and (iv) attract and retain highly qualified personnel.

8

•  Benefit from adjacent market opportunities by leveraging our current knowledge and customer base.  We are actively pursuing a strategy to leverage our knowledge base and customer relationships towards expanding our offerings into adjacent markets through new products and services. For example, our Research and Innovation Services team, coupled with our worldwide practical field experience, finds opportunities to create and apply innovative methods to dimension, design, optimize and monitor wireless telecommunications networks around the world. This results in our ability to leverage unique and patented processes, combined with intellectual capital created by our internal technical and innovative culture, to provide services built around specific software tools based on market demand. As a result, we launched TotalView^tm as our software based tools and services delivery platform. Through TotalView^tm, we can offer performance and optimization services from the network towards the end-user and the end-user towards the network that combines traditional Quality of Service (QoS) measurements with Mobile Content and Quality of Experience (QoE) measurements to create a unique and valued end-to-end or “total view” solutions for our customers. Our TotalView^tm strategy includes services and tools created within our Research and Innovation Services area, but also includes software based tools developed by key external partners. We announced a global partnership with Zandan to integrate various aspects of their software and hardware platforms which became the foundation to launch ContentView^tm, our mobile content and quality of experience solution. As part of our TotalView^tm platform, we also launched WiView^tm, a broadband dimensioning and planning tool that includes business modeling and return-on-investment scenarios that specifically assist our clients in 4G business planning strategies. Consistent with our history as a leader in facilitating the development and adoption of new wireless technologies, we have been active in the research, development and testing of fixed and mobile broadband 3G and 4G networks through consulting engagements with leading broadband carriers and equipment providers. The insight gained led to the creation of recent offerings that target wireless operators challenged by high-bandwidth and high-capacity service delivery based on EVDO, HSDPA and WiMAX technologies. We intend to expand our integrated offerings to create hosted and managed services where a customer may access QoS or QoE information that resides within our servers or centralized service delivery center. This unique service delivery strategy leverages natural synergies with our engineering businesses and provides a cost effective and faster means to reach to new customers and markets. We believe these and other industry trends provides new opportunities to expand our portfolio beyond our current service offerings into areas that offer attractive recurring revenues as well as opens the door to new sets of clients such as mobile content, media providers, tier 2 carriers and operators within emerging markets. We intend to pursue organic growth into adjacent markets as well as take advantage of opportunities that may arise to acquire or partner with high quality companies that can enhance our capabilities.

•  Provide end-to-end services.  We provide integrated end-to-end solutions ranging from high level technical consulting, to system design and deployment, to ongoing operations and maintenance services. Our ability to provide end-to-end, or turnkey, services enables our wireless customers to engage a single, responsible party who is accountable for delivering and managing projects under a single contract. Accordingly, we leverage initial consulting opportunities to secure later-stage system design, optimization and deployment contracts. Engagements to provide design, optimization and deployment services help us secure ongoing operations and maintenance projects, which is an emerging market segment. We intend to pursue these engagements, and will continue to focus our business on radio frequency engineering services and operations and maintenance contracts. Providing ongoing operations and maintenance services positions us well for additional opportunities as wireless service providers must either upgrade their existing networks or deploy new networks to benefit from the latest available technologies. For example, during 2005, we were able to leverage our established relationship with Algeria Telecom Mobilis as a consulting and engineering services provider into a turnkey deployment services engagement. Many clients initially engage us to perform specific services, such as engineering services. Once we secure a client relationship, we work to expand our relationship to provide additional services offered by the company. We do this by understanding the client’s needs and leveraging our reputation and demonstrated performance on client engagements. We typically self-perform network design, site acquisition and zoning services and hire subcontractors to perform civil engineering and construction services under our direct management. Self-performed work generally carries higher profit margins than subcontracted work. As described earlier, based on our assessment of the U.S.

9

deployment market, we exited the U.S. Network Deployment business in 2006. While we have decided that the U.S. deployment market is not attractive for us, we intend to continue pursuing deployment projects in markets that provide compelling opportunities.

•  Increase our presence in new geographic areas to capture additional growth opportunities.  In order to realize the full benefit of wireless services worldwide, we target areas with strong potential growth by creating a localized presence. We pursue this effort through establishing a local presence, pursuing strategic acquisitions or entering into partnerships to reach new markets. We currently have a localized presence in Algeria, Belgium, Germany, Greece, Italy, Luxembourg, Pakistan, Spain, the Netherlands, Saudi Arabia, United Arab Emirates and the United Kingdom in addition to the United States, and are considering expansion into other international markets as well as new domestic markets. To increase our local presence in emerging areas we have completed strategic acquisitions and investments in Europe. For example, in December 2006 LCC United Kingdom Limited, a wholly owned subsidiary of the Company, acquired Detron Belgium, NV, a company engaged in providing wireless communications design and deployment services in Belgium and Luxemburg. We intend to continue to pursue organic growth in new markets as well as take advantage of such opportunities as may occur to acquire or partner with high quality companies that accelerate our access to, and provide us with a local presence in new markets.

•  Attract and retain highly qualified personnel.  As a service business, our success depends on our ability to attract, train and retain highly skilled professionals. As a result, we seek to recruit highly skilled personnel, facilitate their professional development and create a business atmosphere that encourages their continued employment. As of December 31, 2006, we had 783 total employees, of which 600 were billable employees. As of that date, approximately 72.5% of our billable employees were employed outside of the United States. Our professional staff is highly educated with many of our engineering professionals holding masters degrees or doctorates. Recognizing the critical importance of retaining highly qualified personnel for our business, we work closely with our employees to develop and enhance the technical, professional and management skills required to be successful at our Company. Our senior management believes it is critically important to create and maintain an open culture that encourages learning, responsibility and collaboration. For example, Dean J. Douglas, our Chief Executive Officer, hosts bi-monthly teleconference meetings with all employees to foster an open working environment. We also invest in all of our professionals by expanding their professional education through our Wireless Institute, which provides training for our engineers and our customers covering the latest technologies developed and deployed throughout the world.

Customers and Backlog

We provide consulting, design, deployment, and operations and maintenance services to wireless service providers, telecommunications equipment vendors, satellite service providers, systems integrators and tower companies. In 2006, revenues from Algeria Telecom were 22.4% of our total revenues, revenues from Saudi Telecommunication Company were 17.9% of our total revenues and revenues from Cingular Wireless were 8.5% of our total revenues. Some of our other customers include: Ericsson, Nokia, Orange Personal Communication Services Limited, Siemens, Sprint, T-Mobile and Vodaphone. Our top ten customers accounted for 82.7% of total revenues for the year ended December 31, 2006.

Our firm backlog was approximately $37.1 million at December 31, 2006. We define firm backlog as the value of work-in-hand to be done with customers as of a specific date where the following conditions are met: (i) the price of the work to be done is fixed; (ii) the scope of the work to be done is fixed, both in definition and amount (for example, the number of sites has been determined); and (iii) there is a written contract, purchase order, agreement or other documentary evidence which represents a firm commitment by the client to pay us for the work to be performed. We also had implied backlog of approximately $19.0 million as of December 31, 2006. We define implied backlog as the estimated revenues from master service agreements and similar arrangements, which have met the first two conditions set forth above but for which we have not received a firm contractual commitment. Our contracts typically include provisions that permit customers to terminate their contracts under various circumstances, including for customer convenience.

10

Sales and Marketing

We sell and market our consulting, design, deployment, and operations and maintenance services through the collaborative efforts of our sales force, our senior management, our marketing group and our Wireless Institute. Our sales representatives work in conjunction with our senior executives and delivery organizations to develop new client relationships, drive revenue growth and establish the Company as a primary solutions provider to our clients. Sales personnel and our senior management proactively establish contact with key decision makers at all levels within our clients to identify and capture opportunities and work to establish awareness and preference for our services. Because customers’ purchasing decisions often involve an extended decision making process requiring involvement of their technical personnel, our sales personnel work collaboratively with our technical consulting and network personnel to develop new sales leads and secure new contracts. Excluding our Wireless Institute staff, as of December 31, 2006, we employed 27 full-time sales and marketing staff, based in our offices in Italy, the Netherlands, Spain, the United Kingdom and the United States.

Sales

In 2006, we invested in expanding our sales organization within North America by adding 8 new sales representatives with responsibility for regional and client based responsibilities. The overall number of sales staff increased to 27 in the Company, for a total increase in 2006 of 69% over that number in 2005. As part of this investment, and as a result of our having exited the U.S. Network Deployment business, we recruited sales personnel with experience in selling consulting, overall solutions and long-term outsourcing engagements.

Marketing

In 2006, we also invested in expanding and enhancing our marketing organization, which has direct responsibility to enhance brand equity. Our marketing staff supports our business strategy through the development of new products and services, articles, publications, analyst meetings and trade shows and key industry conferences. In 2006, the marketing team launched TotalView^tm, a tools based services strategy that creates additional value for our existing services as well as a platform to launch new services as the Company extends its service portfolio across other segments of the wireless industry. The Company’s service offerings center around the mobile content delivery that measures performance from an end-user perspective. The marketing group conducts market and competitive analyses, defines industry-specific business requirements and identifies potential sales opportunities, develops key business plans and go-to-market models, develops key marketing and sales collateral materials, manages the website and company content, as well as the day to day operations of our investor relations efforts. Our marketing group leads the positioning of our service offerings, creates company awareness, brand recognition and manages joint marketing efforts with strategic alliance partners.

Wireless Institute

The Wireless Institute delivers knowledge that powers the world’s networks in the carrier, manufacturer and content provider communities. As the wireless industry’s pioneer training and knowledge transfer organization, our Wireless Institute was the first in the industry to introduce a complete engineering curriculum and a comprehensive set of programs in wireless engineering and wireless network deployment. Today, the Wireless Institute continues to train the industry, as well as our own engineers, in cutting edge broadband network technologies such as UMTS, EVDO and WiMAX. Over the years, the Institute’s distinguished faculty has conducted international knowledge transfer projects and thousands of classes around the world.

Research and Innovation

We have over 24 years of experience which has produced our team of leaders — executives and engineers, many with PhDs — who have worked alongside of and even trained members of the manufacturers and major carriers in the business. Our team has been involved in innovations in EDGE, UMTS, HSDPA, EVDO, WiMAX and the creation of world-class 3G networks.

As mentioned previously, the Company’s technical consulting services range from technology consulting to business planning with CapEx/OpEx modeling and individualized custom projects that address specific client

11

needs. These services provide the technical expertise required to maximize business efficiencies through an in-depth understanding of wireless technology. Through our consulting services, customers gain critical insight into wireless communications, including the possible impact of new broadband technologies, devices or applications on the industry. Our Research and Innovation Services area also creates tools where none yet exist for unique greenfield networks as well as special network needs.

Competition

The market for technical consulting, design, deployment, and operations and maintenance is highly competitive and fragmented and includes numerous service providers. In particular, we believe that the competition in Europe is particularly fragmented with numerous small, regional independent service providers. Our competitors fall into three broad categories:

•  internal staffs of wireless and wireline service providers;

•  telecommunications equipment vendors, such as Ericsson and Nortel, which frequently provide design and deployment services as part of an equipment sale or pursue large scale outsourcing contracts on an independent basis; and

•  independent service companies, which provide a full range of wireless network services, and a large number of other companies that provide limited wireless services.

Although the services provided by many of these competitors are comparable to the services we provide, there are areas where certain competitors may have an advantage over us. For example, telecommunications equipment vendors presumably know the relative strengths and weaknesses of their products better than the service providers who have no product offerings; and equipment vendors, construction companies and management companies have greater financial resources that allow them to offer financing and deferred payment arrangements. In addition, many of our competitors have significantly greater marketing resources, larger workforces and greater name recognition than us.

We believe our ability to compete depends on a number of additional factors, which are outside of our control, including: (i) the willingness of competitors to finance customers’ projects on favorable terms; (ii) the ability and willingness of customers to rely on their internal staffs to perform services themselves; and (iii) the customers’ desire to bundle equipment and services.

We believe that the principal competitive factors in our market include independence, expertise in new and evolving technologies, industry experience, ability to deliver end-to-end services, ability to provide hardware and technology-independent solutions, ability to deliver results within budget and on time, worldwide depth of resources, and reputation and competitive pricing. In particular, we believe that the breadth of our service offerings, the efficiencies of our processes, our ability to integrate new technologies and equipment from multiple vendors, our ability to provide training for our customers through our Wireless Institute and the high quality of our professional staff provide us with a competitive advantage.

Employees

As of December 31, 2006, we had 783 total employees worldwide. We believe that relations with our employees are good. None of our employees is represented by a labor union, and we have not experienced any work stoppages.

International Operations

During the last three years, our international operations have become an increasingly significant source of our revenue. From the late 1990s until recently we entered into a number of strategic acquisitions and investments to enhance our international wireless capabilities and to establish a local presence in several countries. Our operations in the United Kingdom, Italy, and the Netherlands are a direct result of three such investments. In addition, we established local capabilities by virtue of receiving an award of a project in countries such as Saudi Arabia and Algeria, which comprised 52.4% of our revenues in the EMEA region in 2006.

12

The further development of our international operations requires us to research and comply with local laws and regulations, including employment, corporate and tax laws. For example, if we enter into a longer term contract overseas, we are often required to establish a local presence in country, either as a branch or subsidiary, and, if hiring locally, to comply with all local employment, recruiting, hiring and benefit requirements.

In addition, when not hiring locally, we face the task of obtaining visas and work permits for our assigned employees and must comply with local tax requirements for our expatriate employees.

For financial information about our international operations, see note 18 to our consolidated financial statements.

Government Regulation

Although we are not directly subject to any FCC or similar government regulations, the wireless networks that we design, deploy and manage are subject to various FCC regulations in the United States and other international regulations. These regulations require that these networks meet certain radio frequency emission standards, not cause unallowable interference to other services, and in some cases accept interference from other services. These networks are also subject to government regulations and requirements of local standards bodies outside the United States.

Additional Information

The Company’s internet address is www.lcc.com. A copy of this annual report on Form 10-K, as well as other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are accessible free of charge at http://investor-relations.lcc.com/phoenix.zhtml?c=104575&p=irol-irhome as soon as reasonably possible after such report is filed with or furnished to the Securities and Exchange Commission.

Item 1A.   Risk Factors

Risk Factors

In any given year, we derive a significant portion of our revenues from a limited number of large projects, and, if we are unable to replace these large projects upon completion, we could have a significant decrease in our revenues which would negatively impact our ability to generate income.

We have derived, and believe that we will continue to derive, a significant portion of our revenues in any given year from a limited number of large projects. For example, for the year ended December 31, 2006, our largest project was for Algeria Telecom, which comprised 22.4% of our total revenues. As these projects wind down to completion, we face the task of replacing such revenues with new projects. Our inability to replace such revenues would cause a significant decrease in our revenues and negatively affect our operating results.

We generate a substantial portion of our revenues from a limited number of customers, and if our relationships with these customers were harmed our business would suffer.

For the years ended December 31, 2006 and 2005, we derived 82.7% and 83.6%, respectively, of our total revenues from our ten largest customers. We believe that a limited number of customers will continue to be the source of a substantial portion of our revenues for the foreseeable future. Key factors in maintaining our relationships with these customers include, for example, our performance on individual contracts and the strength of our professional reputation. To the extent that our performance does not meet client expectations, or our reputation or relationships with one or more key clients are impaired, our revenues and operating results could be materially harmed.

13

Recent and continuing consolidations among wireless service providers may result in a significant reduction in our existing and potential customer base, and, if we are unable to maintain our existing relationships with such providers or expand such relationships, we could have a significant decrease in our revenues, which would negatively impact our ability to generate income as well as result in lower profitability or possible losses.

The level of merger activity among telecommunications operators has increased markedly in the recent past and this trend is continuing. For example, in the past one of our customers, Cingular, has merged with AT&T Wireless and one of our largest customers, Sprint, merged with Nextel. These consolidations have reduced and may continue to reduce the number of companies comprising that portion of our customer base consisting of wireless service providers. To the extent that these combined companies decide to reduce the number of their service providers, our already highly competitive market environment will become more competitive, at least in the short term, as the same number of service providers will seek business from a reduced number of potential customers. We have historically derived a significant portion of our revenues in any given year from a limited number of large projects. Also, at any given time we may not be able to reduce costs in response to any decrease in our revenues. If we are unable to maintain our existing relations with these companies or expand such relationships, we could have a significant decrease in our revenues, which would negatively impact our ability to generate income as well as result in lower profitability.

We may experience significant fluctuations in our quarterly results as a result of uncertainties relating to our ability to generate additional revenues, manage our expenditures and other factors, certain of which are outside of our control.

Our quarterly and annual operating results have varied considerably in the past and are likely to vary considerably due to a number of factors, including those factors discussed in this “Risk Factors” section. Many of these factors are outside our control and include, among others:

•  the timing of receipt of new licenses, use of existing spectrum for new services, or financing by potential customers;

•  service and price competition;

•  the commencement, progress, completion or termination of contracts during any particular quarter;

•  the availability of equipment to deploy new technologies such as broadband;

•  the growth rate of wireless subscribers, which has a direct impact on the rate at which new cell sites are developed and built; and

•  telecommunications market conditions and economic conditions generally.

Due to these factors, our results for a particular quarter may not meet the expectations of securities analysts and investors, which could cause the price of our stock to decline significantly.

Our contracts typically contain provisions giving customers the ability to terminate their contracts under various circumstances and we may not be able to replace the revenues from such projects which may have an adverse effect on our operating results due to our decreased revenues.

Our contracts typically have provisions that permit customers to terminate their contracts under various circumstances, including termination for convenience. We also believe that intense competition and the current trend in industry contracting toward shorter-term contracts that provide increased grounds for customer termination may result in increased frequency of customer termination or renegotiation. If large projects, or a number of projects that in the aggregate account for a material amount of our revenues, are suspended for any significant length of time or terminated, we may encounter difficulty replacing such revenues and our operating results would decline as a result of our decreased revenues.

14

Our Amended and Restated Credit Agreement contains certain financial tests and requires certain mandatory prepayments, the achievement of which is dependent to a significant extent on the performance of our business as well as achieving certain benefits from our recent acquisition of the U.S. engineering business of Wireless Facilities, Inc.

Our Amended and Restated Credit Agreement requires us to meet certain periodic financial tests, including monthly cumulative EBITDA covenants, and requires us to make mandatory prepayments in 2008 and 2009. We have been in default under the Amended and Restated Credit Agreement, including defaults relating to financial covenants. These defaults have been waived by our lender and the Amended and Restated Credit Agreement has been amended, among other things, to revise certain of the periodic financial tests. Our ability to meet the periodic financial tests and fund the mandatory prepayments will depend on the performance of our business as well as the realization of anticipated benefits from our recent acquisition of the U.S. engineering business of Wireless Facilities, Inc. (“Former WFI Business”), including the Former WFI Business’ revenue and gross margins for such periods remaining relatively consistent with past performance and the achievement of certain cost savings primarily related to general and administrative expenses. If our business fails to perform as expected or these benefits fall short of our estimates or are not realized on a timely basis, we may fail to comply with our financial covenants or be unable to make the required prepayments which could result in an event of default under the credit agreement. An uncured or unwaived event of default could cause us to have to repay the credit facility at a time when we do not have the funds to make such repayment and are unable to raise them or can only raise them on terms that are unfavorable to us.

Our existing debt obligations may constrain our ability to grow.

Our Amended and Restated Credit Agreement and our outstanding note to SPCP Group L.L.C. (as assignee of Wireless Facilities, Inc.) require us to apply most of the proceeds of any equity and debt financings we undertake to the payment of those obligations. To the extent that market conditions are such that we are unable to raise funds beyond those required to satisfy these obligations, our ability to pursue our acquisition strategy may be adversely affected.

If the borrowing base under our credit facility decreases our business may be adversely impacted.

Our ability to borrow funds or to maintain outstanding borrowings under our Amended and Restated Credit Agreement is dependent upon having a sufficient borrowing base. Our borrowing base is calculated in accordance with a formula based upon various percentages of eligible billed and unbilled receivables, where eligibility may depend upon factors such as the age of the receivables and the geographic location of the account debtor. If our borrowing base declines we must repay any outstanding borrowings to the extent they exceed the borrowing base and, in addition, we may not be entitled to borrow additional funds under the credit facility. This could result in an adverse effect on our business due to a lack of availability of needed working capital for normal operations or a lack of availability of funds to pursue our acquisition strategy. If we are unable to make a required payment under the credit facility this would cause us to be in default and at risk of having the entire facility called due at a time when we are unable to raise the necessary funds to pay it off or can only raise them on terms that are unfavorable to us.

We may not receive the full amount of our backlog, which could harm our business.

Our firm backlog was approximately $37.1 million at December 31, 2006. We define firm backlog as the value of work-in-hand to be done with customers as of a specific date where the following conditions are met:

•  the price of the work to be done is fixed;

•  the scope of the work to be done is fixed, both in definition and amount (for example, the number of sites has been determined); and

•  there is a written contract, purchase order, agreement or other documentary evidence which represents a firm commitment by the client to pay us for the work to be performed.

15

We also had implied backlog of approximately $19.0 million as of December 31, 2006. We define implied backlog as the estimated revenues from master service agreements and similar arrangements which have met the first two conditions set forth above but for which we have not received a firm contractual commitment.

Our backlog includes orders under contracts that in some cases extend for several years. The amount of our backlog that we may recognize as revenues during any fiscal quarter may vary significantly because the receipt and timing of any revenues is subject to various contingencies, many of which are beyond our control. Further, the actual realization of revenues on engagements included in our backlog may never occur or may change because a project schedule could change or the project could be cancelled, or a contract could be reduced, modified, or terminated early. If we fail to realize revenues from engagements included in our backlog at December 31, 2006 our operating results for our 2007 fiscal year as well as future reporting periods may be materially harmed due to decreased revenues.

A large percentage of our revenues comes from fixed price contracts, which require us to bear the risk of cost overruns.

A large percentage of our revenues are derived from fixed price contracts. The portion of our revenues from fixed price contracts for the years ended December 31, 2006, 2005 and 2004 was 52.8%, 71.0% and 58.6%, respectively. Under fixed price contracts, we provide specific tasks for a specific price and are typically paid on a milestone basis. Such contracts involve greater financial risks because we bear the risk if actual project costs exceed the amounts we are paid under the contracts.

To the extent we recognize revenues on fixed price contracts using the percentage-of-completion method of accounting, increases in estimated project costs could cause fluctuations in our quarterly results and adversely affect our operating results.

We recognize revenues on fixed price contracts using the percentage-of-completion method of accounting, which requires considerable judgment since this technique relies upon estimates or budgets. With the percentage-of-completion method, in each period we recognize expenses as they are incurred and recognize revenues based on the ratio of the current costs incurred for the project to the then estimated total costs of the project. We compare costs incurred to date to progress achieved against project milestones to determine if the percentage of completion is reasonable. Accordingly, the revenues that we recognize in a given quarter depend on, among other things, costs we have incurred for individual projects and our then current estimates of the total costs of the individual projects. If in any period we significantly increase our estimate of the total costs to complete a given project, we may recognize very little or no additional revenues with respect to that project. If the total contract cost estimates indicate that there is a loss, such loss is recognized in the period such determination is made. To the extent that our cost estimates fluctuate over time or differ from actual costs, our operating results may be materially affected. As a result of these challenges associated with fixed price contracts, our gross profit in future periods may be significantly reduced or eliminated.

If more of our customers require fixed price contracts with fewer milestones than in previous years, we may not have sufficient access to working capital to fund the operating expenses incurred in connection with such contracts, and we may not be able to perform under our existing contracts or accept new contracts with similar terms.

A number of our customers are requiring fixed price contracts with fewer milestones than in previous years. We may incur significant operating expenses in connection with such contracts and may not receive corresponding payments until the milestones have been completed. We may need to use our available cash to cover operating expenses incurred in connection with such contracts until we complete the milestones, invoice our customers and collect payments. This may result in increased needs for working capital, and if we do not have access to sufficient capital to fund our working capital needs, we may not be able to perform under our existing contracts or accept new contracts with similar terms.

16

The extent of our dependence on international operations may give rise to increased management challenges and could harm our results of operations.

Customers outside the United States accounted for 77.1% and 75.2% of our revenues from continuing operations for the years ended December 31, 2006 and December 31, 2005, respectively. The multi-jurisdictional nature of our revenues exposes us to additional risks. Such risks include:

•  the effects of terrorism;

•  the general economic and political conditions in each country;

•  the effect of applicable foreign tax structures, including tax rates that may be higher than tax rates in the United States;

•  tariff and trade regulations;

•  management of a geographically diverse organization;

•  difficulties and increased expenses in complying with a variety of foreign laws and regulations, including labor, employment and immigration laws;

•  changes in the applicable industry regulatory environments in foreign countries, including delays in deregulation or privatization affecting the pace at which wireless licenses are awarded; and

•  the inability to benefit from tax losses incurred in different foreign jurisdictions.

Expansion of our international operations may require significant expenditure of operating, financial and management resources and result in increased administrative and compliance costs that could increase related general and administrative expenses and negatively impact our results of operations. In addition, the cost of attracting and retaining employees with the skill set to deal with non-U.S. regulatory compliance as well as U.S. driven regulatory matters such as compliance with the provisions of the Sarbanes-Oxley Act of 2002 and with implementing regulations from the Securities and Exchange Commission with further guidance from the Public Company Accounting Oversight Board may continue to increase general and administrative expenses which might negatively impact our international operations and could further reduce our profitability.

Providing services outside the United States carries the additional risk of currency fluctuations and foreign exchange controls imposed by certain countries since many of our non-U.S. projects are undertaken in local currency.

Although we generally incur project expenses in the same currency in which payments are received under the contract, we do not currently engage in additional currency hedging activities to limit the risk of exchange rate fluctuations. Therefore, fluctuations in the currency exchange rate could have a negative impact on the profitability of our operations particularly if: (i) we cannot incur project expenses in the same currency in which payments are received under the contract; and (ii) there is a negative impact when converting back to United States Dollars. In addition, foreign exchange controls may limit the timing and our ability to have funds transmitted out of a foreign country.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Quantitative and Qualitative Disclosures About Market Risk and Foreign Exchange Risk.”

Our development stage customers may face difficulties in obtaining financing to fund the expansion of their wireless networks, which may reduce demand for our services.

Many of our development stage customers depend on financial markets to finance the development of new technologies or networks. As an example, during the downturns in the financial markets in 2000, and specifically within the telecommunications financial markets, many of our customers experienced trouble obtaining financing to fund the expansion of their wireless networks. Most vulnerable are customers that are new licensees and wireless service providers who have limited sources of funds from operations or have business plans that are dependent on funding from the capital markets.

17

If we are unable to collect receivables from telecommunications companies and our development stage customers, our operating results may be materially harmed.

We frequently perform services for telecommunications companies and development stage customers that carry a higher degree of financial risk for us. Our customers, established and development stage, are subject to market risks and may be impacted by a tightening of available credit and/or a general economic slowdown. These conditions may render our customers unable to pay, or may delay payment, for services performed by us. If we are not able to collect amounts owed to us by our customers, we may be required to write off significant accounts receivable and recognize bad debt expense.

We face intense competition from many competitors that have greater resources than we do, which could result in price reductions, reduced profitability and loss of market share.

We face intense competition in the market for wireless network design and system deployment services. Wireless service providers themselves and system equipment vendors, some of whom are our customers, have developed and continue to develop capabilities competitive with those provided by us.

Many competitors, including equipment vendors and system integrators, have substantially greater financial and other resources than we do and may use such greater resources to more effectively deliver a full turnkey solution. For example, a competitor that is able to provide equipment as part of its solution or to quickly deploy a large number of personnel for a project poses a threat to our business.

Lastly, as a result of intense competition, we continue to encounter and may be required to agree to less favorable contract terms, including provisions such as liquidated damages, performance guarantees and deferred payment terms.

If we are not able to compete effectively, our ability to attract and retain customers will be adversely affected, which will decrease our revenues and negatively affect our operating results.

If we fail to manage the size of our billable workforce to anticipate increases or decreases in market demand for our services, it could harm our competitive position and financial results.

If we maintain or increase billable staffing levels in anticipation of one or more projects and those projects are delayed, reduced or terminated, or otherwise do not materialize, we may underutilize these personnel, which would increase our cost of revenues, harming our results of operations. It is extremely difficult to project accurately the demand for our services and, correspondingly, maintain an appropriately sized billable workforce. If we maintain a billable workforce sufficient to support a resurgence in demand and such demand does not materialize, then our expenses will be high relative to revenues. If we reduce the size of our billable workforce in response to any industry slowdown or decrease in the demand for services, then we may not maintain a sufficient number of skilled personnel to be able to effectively respond to any resurgence. As a result of these insufficient staffing levels, our competitive position in the industry could be negatively impacted and we could incur increased recruiting costs to replace our billable workforce. To the extent that we are unable to successfully anticipate increases or decreases in market demand for our services and manage the size of our billable workforce accordingly, we could lose customers to our competitors or underutilize our personnel. In either case, our financial results will suffer.

We may not be able to successfully achieve the expected benefits of our future acquisitions, investments or strategic partnering relationships.

We may make future acquisitions of, or investments in, other companies, capabilities or technologies or enter into strategic partnering relationships. Our strategy for acquisitions, investments and strategic partnering arrangements is designed to either: (i) allow us to expand our current service offerings into areas that offer attractive revenue opportunities; or (ii) accelerate our access to, and provide us with a local presence in, new markets. In 2006, we invested in building our global marketing and North American sales presence to capitalize on emerging opportunities and further enhance our sales capabilities in existing markets. Our new offerings in quality of service, quality of end user experience and spectrum clearing represent investments in new capabilities as well as strategic

18

partnerships that may be supported by strategic partnerships with third parties. We may not be able to successfully increase our service offerings or gain ground in new markets.

Future acquisitions of new companies or technologies and future strategic partnering relationships may result in disruption to our business and expose us to risks associated with acquisitions and such relationships.

Any future acquisitions, investments or strategic partnering relationships may require additional debt or equity financing, or the issuance of shares, which could be dilutive to our existing stockholders. In addition, our operating results may suffer as a result of any acquisition-related costs or impairment of goodwill and other intangible assets acquired in connection with an acquisition. In addition, such activities could expose us to a number of other risks and challenges, including:

•  diversion of management’s attention and resources;

•  potential loss of key employees and customers of acquired companies;

•  difficult and costly integration of operations;

•  lack of experience operating in the geographic market or industry sector of an acquired business;

•  disputes with a strategic partner;

•  an increase in our expenses and working capital requirements; and

•  exposure to unanticipated contingent liabilities.

Any of these and other factors could disrupt our business and harm our ability to achieve the anticipated benefits of an acquisition, investment or strategic partnering relationship.

Our ability to reduce our general and administrative expenses is limited.

Because a significant portion of our general and administrative expenses are relatively fixed, our ability to reduce those expenses in proportion to any decrease in the revenues we generate is limited. The enactment of the Sarbanes-Oxley Act of 2002, and implementing regulations, has significantly increased the cost of being a public company. Such compliance is particularly difficult for us given the international scope of our operations and our overall cost of compliance relative to our size. Our international reach also brings a need for local general and administrative capabilities in both our employees and certain of our third party professionals, to accommodate local practices and comply with local legal requirements, including employment, tax and similar matters as well as compliance requirements of being a U.S. public company. We believe that our ability to reduce these expenses significantly without materially changing our strategy of localization and potentially jeopardizing our continued legal compliance is limited. As a result, we do not expect that we will always be able to reduce these expenses in proportion to significant decreases in our revenues, which could have a material adverse effect on our net margins.

Competitors that offer financing to wireless customers pose a threat to our ability to compete for business.

Wireless service providers, particularly new providers and new licensees, depend increasingly on wireless telecommunications equipment vendors to supply and to finance the deployment of entire wireless networks. Frequently, those vendors only make financing available for services or products if they are contracted to provide the services themselves. For services the vendors do not provide directly, financing is provided only if they have the right to select the providers of those services and products, including radio frequency engineering and network deployment services. To the extent that wireless companies continue to seek such financing, it would harm our ability to compete for such business.

Our inability to anticipate or adapt to changes in technology may harm our competitive position, reputation and opportunities for revenue growth.

We operate in a highly competitive environment that is subject to rapid technological changes and the emergence of new technologies. Our future revenues depend significantly upon the adoption and deployment by

19

wireless customers of new technologies. Our success will depend on our ability to timely enhance our current service offerings to keep pace with new technologies and the changing needs of our customers. If we are not successful in responding to technological changes or industry or marketplace developments, we may not be able to compete effectively, which could harm our reputation and opportunities for future revenue growth.

We may not be able to hire or retain a sufficient number of qualified engineers and other employees to meet our contractual commitments or maintain the quality of our services.

As a service business our success depends significantly on our ability to attract, train and retain engineering, system deployment, managerial, marketing and sales personnel who have excellent technical skills, particularly as technology changes, as well as the interpersonal skills crucial to fostering client satisfaction. Competition within the wireless industry for employees with the required range of skills fluctuates, depending on customer needs, and can be intense, particularly for radio frequency engineers. At times we have had difficulty recruiting and retaining qualified technical personnel to properly and quickly staff large customer projects. In addition to recruitment difficulties, we must fully and properly train our employees according to our customers’ technology requirements and deploy and fully integrate each employee into our customers’ projects. Increased competition in the wireless industry is increasing the level of specific technical experience and training required to fulfill customer-staffing requirements. This process is costly and resource constraints may impede our ability to quickly and effectively train and deploy all of the personnel required to staff a large project.

Because we have experienced, and expect to continue to experience, long sales cycles, we expect to incur significant costs to generate new business and our customer base may not experience growth commensurate with such costs.

Purchases of our services by customers often entail a lengthy decision-making process for the customer. Selecting wireless network deployment services involves substantial costs and has strategic implications. Senior management of the customer is often involved in this process, given the importance of the decision, as well as the risks faced by the customer if the services do not meet the customer’s particular needs. We may expend substantial funds and effort to negotiate agreements for these services, but may ultimately be unable to consummate agreements for services and expand our customer base. In addition, we have increasingly been required to change both our personnel and the techniques we employ to respond to customer organizational changes and expanded geographic reach. Customer buying habits currently seem to favor a regionalized sales force, which can increase costs, and may prove to be ineffective. As a result of our lengthy sales cycles and these potential increased costs, we expect to continue to incur relatively high costs to generate new business.

If wireless service providers, network equipment vendors and enterprises perform more tasks themselves, our business will suffer.

Our success depends upon the continued trend by wireless service providers and network equipment vendors to outsource their network design, deployment and management needs. If this trend does not continue or is reversed and wireless service providers and network equipment vendors elect to perform more tasks themselves, our operating results may be adversely affected due to the decline in the demand for our services.

Government regulations may adversely affect our business.

The wireless networks that we design, deploy and manage are subject to various FCC regulations in the United States and other international regulations. These regulations require that these networks meet certain radio frequency emission standards and not cause interference to other services, and in some cases accept interference from other services. Changes in the regulation of our activities, including changes in the allocation of available spectrum by the United States government and other governments or exclusion of our technology by a standards body, could have a harmful effect on our business, operating results, liquidity and financial position.

We may be unable to satisfy the accounting guidelines that govern the determination of the realizable value of a deferred tax asset in a given tax jurisdiction, thus eliminating our ability to recognize as an

20

asset the tax benefit of operating losses in the same jurisdiction and causing a reduction in our overall consolidated profitability.

There are stringent rules that govern the realizable value of a deferred tax asset. As we closed out the fourth quarter of 2004, we determined that our circumstances in the U.S. tax jurisdiction had changed to such an extent that it was appropriate to establish a valuation allowance for a large part of the U.S. deferred tax assets, and this resulted in an increased tax expense of $3.4 million in the fourth quarter of 2004 and precludes us from recognizing any U.S. tax benefits or deferred tax assets in 2006 and in the foreseeable future.

If we fail to retain our key personnel and attract and retain additional qualified personnel, our ability to operate our business may be adversely affected.

Our future success and our ability to sustain our revenue growth depend upon the continued service of our executive officers and other key personnel. We cannot guarantee that we will be able to attract and retain key personnel or executive management in sufficient numbers, with the requisite skills or on acceptable terms necessary or advisable to support our continued growth. The loss of any of our key employees, in particular Dean J. Douglas our chief executive officer, could adversely affect our ability to generate revenues and operate our business.

Our stock price and trading volume are volatile and could decline, resulting in a substantial loss on your investment.

The stock market in general, and the market for technology-related stocks in particular, is highly volatile. As a result, the market price of our stock is likely to be similarly volatile, and investors in our stock may experience a decrease in the value of their stock, including decreases unrelated to our operating performance or prospects. In addition, for the period from January 1 to December 31, 2006, the average daily trading volume for our stock as reported by The NASDAQ Global Market was 88,429 shares. Accordingly, the price of our stock and the trading volume of our stock could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section and others such as:

•  our operating performance and the performance of other similar companies or companies deemed to be similar;

•  final resolution of amounts due from the sale of the Network Deployment business;

•  actual or anticipated differences in our quarterly operating results;

•  changes in our revenues or earnings estimates or recommendations by securities analysts;

•  publication of research reports about us or our industry by securities analysts;

•  additions and departures of key personnel;

•  strategic decisions by us or our competitors, such as acquisitions, consolidations, divestments, spin-offs, joint ventures, strategic investments, or changes in business strategy;

•  the passage of legislation or other regulatory developments that adversely affect us or our industry;

•  failure to file timely all reports required to be filed by the U.S Securities and Exchange Commission;

•  speculation in the press or investment community;

•  changes in accounting principles;

•  terrorist acts;

•  general market conditions, including economic factors unrelated to our performance; and

•  political or military events related to international conflicts, wars, or otherwise.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.

21

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

We leased approximately 155,000 square feet of office space for our corporate headquarters in McLean, Virginia, under a ten-year lease that expired on June 30, 2007. We occupied approximately 59,000 square feet of the McLean facility and subleased approximately 96,000 square feet to subtenants.

We currently lease approximately 24,000 square feet at 7900 Westpark Drive, McLean, Virginia, which now serves as our corporate headquarters. We moved into this space in June 2007. We do not intend to sublease at the new location. We have executed a first amendment to this lease for approximately 9,000 additional square feet. We intend to occupy this additional space in January 2008.

We lease approximately 9,000 square feet of office space at our Europe, Middle East and Africa, or EMEA, regional headquarters in London, England, under a 13-year lease expiring in September 2014. We occupy approximately 2,000 square feet of the London facility. We currently sublease approximately 7,000 square feet to subtenants.

In addition, we lease approximately 153,000 square feet of office space in connection with our local operations in the United Kingdom (Cambridge, Stockley, Park, Bath, Solihull, Newark, Enfield and Glasgow), Italy (Rome and Milan), and the Netherlands (’s Hertogenbosch), our regional marketing efforts in Algeria, Spain, and the U.A.E. and project office space as required to perform contracts in various locations for our clients.

All of our facilities are used for current operations of all segments.

Item 3.   Legal Proceedings

From time to time we are party to legal proceedings. We do not believe that any of the pending proceedings would have a material adverse effect on our business, financial condition or results of operations. However, we have no assurance that an unfavorable decision in any such legal proceeding would not have a material adverse effect.

Item 4.   Submission of Matters to a Vote of Security Holders

None.

22

PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Since completion of our initial public offering in September 1996, our class A common stock has been quoted on the NASDAQ Global Market under the trading symbol “LCCI.” Prior to December 31, 2006, all outstanding shares of our Class B common stock were converted into shares of Class A common stock. See Note 15, Shareholders’ Equity in the accompanying consolidated financial statements. As of November 7, 2007, there were approximately 114 stockholders of record of the class A common stock. As of November 7, 2007, we estimate there were approximately 2,800 beneficial holders of the class A common stock. The following table summarizes the high and low sales prices of the class A common stock by fiscal quarter for 2006 and 2005 as reported on the NASDAQ Global Market:

Quarter Ended:	2006
March 31	$	2.40 to $3.65
June 30	$	3.10 to $4.15
September 30	$	3.15 to $3.77
December 31	$	3.44 to $4.05

Quarter Ended:	2005
March 31	$	3.80 to $5.88
June 30	$	3.00 to $4.69
September 30	$	2.01 to $3.93
December 31	$	2.35 to $3.33

We have never paid any cash dividends on our common stock, and we do not anticipate paying dividends on our common stock, cash or otherwise, in the foreseeable future. Future dividends, if any, will be at the discretion of the Board of Directors and will depend upon, among other things, our operations, capital requirements and surplus, general financial condition, contractual restrictions and such other factors as the Board of Directors may deem relevant.

Equity Compensation Plan Information

The table below provides information, as of December 31, 2006, concerning securities authorized for issuance under our equity compensation plans:

					Number of securities
					remaining available for
	Number of securities				future issuance under
	to be issued upon		Weighted-average		equity compensation
	exercise of		exercise price of		plans (excluding
	outstanding options,		outstanding options,		securities reflected in
	warrants and rights		warrants and rights		column (a))
Plan category	(a)		(b)		(c)
Equity compensation plans approved by securities holders
Amended and Restated Equity Incentive Plan(1)(2)		3,256,629	$	4.26		923,859
Directors Stock Option Plan (Class A Common Stock)		142,400		7.79		—
Equity compensation plans not approved by security holders(3)		500,000		2.49		—
Total		3,899,029	$	4.16		923,859

23

(1)	We have outstanding 1,366,679 unvested restricted stock units granted under the Amended and Restated Equity Incentive Plan not included in the above table.
(2)	For a description of our Equity Incentive Plan, see Note 14. Incentive Plans, in the consolidated financial statements.
(3)	We have granted Mr. Dean Douglas options to purchase 1,000,000 shares of our common stock, as disclosed in the “Outstanding Equity Awards at Fiscal Year-End” Table. 500,000 of these were granted pursuant to our Equity Incentive Plan, which has been approved by our stockholders. The remaining 500,000 were granted pursuant to the Dean J. Douglas Employment Inducement plan which was not approved by our stockholders.

Stock Performance Graph

The following chart sets forth a five-year comparison of the cumulative stockholder total return on our class A common stock. Total stockholder return is measured by dividing total dividends (assuming dividend reinvestment) plus share price change for a particular period by the share price at the beginning of the measurement period. Our cumulative stockholder return based on an investment of $100 at December 31, 2001, when our class A common stock was traded on the NASDAQ Global Market at the closing price of $7.30, is compared to the cumulative total return of the NASDAQ Market Index and an index comprised of publicly traded companies which are principally in the wireless network services business (the “Peer Group”) during that same period. In 2006, our Peer Group consisted of the following companies: Dycom Industries Inc., The Management Network Group Inc., Mastec Inc., Tetra Technologies Inc. and Wireless Facilities, Inc.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among LCC International, Inc., The NASDAQ Composite Index
And A Peer Group

*  $100 invested on 12/31/01 in stock or index-including reinvestment of dividends.

Fiscal year ending December 31.

	12/01		12/02		12/03		12/04		12/05		12/06
LCC International, Inc.		100.00		26.71		73.44		79.85		44.65		55.47
NASDAQ Composite		100.00		69.66		99.71		113.79		114.47		124.20
Peer Group		100.00		69.59		164.09		149.58		134.22		159.52

24

Item 6.   Selected Financial Data

Set forth below are selected consolidated financial data as of and for each of the years in the five-year period ended December 31, 2006, which have been derived from our consolidated financial statements. The selected consolidated financial data set forth below should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes thereto included in this Form 10-K.

	2006			2005			2004			2003			2002
Revenues	$	129,953		$	145,642		$	118,666		$	82,876		$	57,515
Cost of revenues (exclusive of depreciation shown separately below)		97,194			114,214			92,619			65,424			49,042
Gross profit		32,759			31,428			26,047			17,452			8,473
Operating expenses:
Sales and marketing		7,910			8,131			7,897			6,612			7,933
General and administrative		26,699			27,893			26,896			17,534			19,528
Restructuring charge (recovery)		108			404			(1,137	)		(2	)		13,215
Gain on sale of tower portfolio and administration, net		—			—			—			—			(2,000	)
Depreciation and amortization		2,378			2,793			2,573			3,761			2,748
Total operating expenses		37,095			39,221			36,229			27,905			41,424
Operating loss		(4,336	)		(7,793	)		(10,182	)		(10,453	)		(32,951	)
Other income (expense)
Interest income (expense), net		(730	)		(201	)		(100	)		309			771
Other		1,763			(883	)		1,533			1,234			(3,975	)
Total other income (expense)		1,033			(1,084	)		1,433			1,543			(3,204	)
Loss from continuing operations before income taxes		(3,303	)		(8,877	)		(8,749	)		(8,910	)		(36,155	)
Provision (benefit) for income taxes		1,576			2,717			4,957			(2,022	)		(8,373	)
Loss from continuing operations		(4,879	)		(11,594	)		(13,706	)		(6,888	)		(27,782	)
Income (loss) from discontinued operations		(3,151	)		(933	)		7,395			365			(888	)
Net loss	$	(8,030	)	$	(12,527	)	$	(6,311	)	$	(6,523	)	$	(28,670	)
Net loss per share:
Continuing operations
Basic and diluted	$	(0.20	)	$	(0.47	)	$	(0.56	)	$	(0.32	)	$	(1.33	)
Discontinued operations
Basic and diluted	$	(0.13	)	$	(0.04	)	$	0.30		$	0.01		$	(0.04	)
Net loss per share
Basic and diluted	$	(0.33	)	$	(0.51	)	$	(0.26	)	$	(0.31	)	$	(1.37	)
Weighted average shares:
Basic and diluted		24,893			24,524			24,381			21,292			20,902
Consolidated Balance Sheet Data (at year-end):
Cash and short-term investments	$	7,328		$	15,337		$	23,092		$	31,031		$	39,329
Working capital		33,490			37,770			49,658			54,980			49,959
Goodwill and intangibles, net		14,282			11,326			12,848			11,958			11,273
Total assets		98,423			118,953			120,807			118,591			96,723
Total debt		4,226			2,975			147			1,840			—
Shareholders’ equity		52,096			53,751			67,705			69,768			61,088

25

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto and the other financial data appearing elsewhere in this Form 10-K.

Overview

We are an independent provider of integrated end-to-end solutions for wireless voice and data communications networks with offerings ranging from high level technical consulting, system design and optimization services, to deployment and ongoing operations and maintenance services. We have been successful in using initial opportunities to provide high level technical consulting services to secure later-stage system design and network optimization contracts. Engagements to provide design services also enable us to secure ongoing deployment as well as operations and maintenance projects. Our technical consulting, system design and network optimization practices position us well to capitalize on additional opportunities as new technologies are developed and wireless service providers upgrade their existing networks, deploy the latest available technologies, and respond to changes in how customers use wireless services.

We provide these services through a regional organization, which comprises two principal regions and several smaller divisions. Our primary operating segments are Americas and EMEA (Europe, Middle East and Africa).

Americas:  Headquartered in McLean, Virginia, the Americas region provides a range of service offerings to wireless operators and equipment vendors in North America. In 2006, Americas generated approximately 23% of our total revenue.

EMEA:  Based in London, EMEA is responsible for operations in the U.K., Italy, the Netherlands, Algeria, Belgium, Luxembourg, Germany, Spain, Greece, Pakistan and Saudi Arabia. In 2006, EMEA generated approximately 77% of our total revenue.

Nonreportable segments:  This segment of our business includes the wind down of our operations in Asia-Pacific, LCC Wireline, Inc. corporate and the Wireless Institute. In 2006, these combined operations generated minimal revenues. LCC Wireline ceased operations in the first quarter of 2005.

Our primary sources of revenues are technical consulting, engineering design and optimization and, in EMEA, network deployment services. Revenues from services are derived both from fixed price and time and materials contracts. We recognize revenues from fixed price service contracts using the percentage-of-completion method based on the ratio of individual contract costs incurred to date on a project compared with total estimated costs on completion. Anticipated contract losses are recognized as they become known and estimable. We recognize revenues on time and materials contracts as the services are performed.

Cost of revenues include direct compensation and benefits, living and travel expenses, payments to third-party subcontractors and consultants, equipment rentals, expendable computer software and equipment, and allocated, or directly attributed, facility and overhead costs identifiable to projects.

General and administrative expenses consist of compensation, benefits, office and occupancy, and other costs required for the finance, human resources, information systems, and executive office functions. Sales and marketing expenses consist of salaries, benefits, sales commissions, travel and other related expenses required to implement our marketing, sales and customer support plans.

We generate cash from fixed price contracts by billings associated with contract milestones, which are typically agreed upon with our customers at the time the contracts are negotiated. For our time and materials contracts, we usually bill our customers on a monthly basis as services are performed. On large network deployment contracts, which involve the design and construction of complex wireless networks, it is increasingly common for our customers to require fewer contract milestones than in previous years. This results in extending the periods during which we are obliged to fund our operating costs until a milestone can be billed to the customer. This increases the capital that we require to operate the business, and is evidenced by increases in foreign unbilled receivables on our balance sheet. This is an integral part of our business and we are constantly striving to manage our working capital requirements.

26

Another critical statistic that we monitor is our contract backlog, which at December 31, 2006 was comprised of firm backlog of $37.1 million and implied backlog of $19.0 million. We expect that our contract backlog will vary from time to time as we deliver contract revenues and win new awards.

We have entered into a number of business dispositions, acquisitions and investments, some of which have either generated significant cash proceeds or created significant requirements for cash and these transactions significantly affect the year-to-year comparability of our financial statements. For example, in 2004, we sold an unsecured claim against NextWave Telecom, Inc. (“NextWave Telecom”) for $0.8 million and recorded an impairment charge of $0.2 million related to the investment in our joint venture in China, following changes in local business conditions. In the second quarter of 2005, we received a cash payment of approximately $0.6 million from NextWave Telecom for the exercise of all warrants held by us. The exercise was made in accordance with the terms of NextWave Telcom’s reorganization plan under bankruptcy proceedings. In the fourth quarter of 2005, we sold off the one remaining tower that we owned for $0.3 million. During the second quarter of 2006, we made the decision to sell our U.S. Network Deployment operations for a total consideration of $10.2 million. The consideration included $985,000 of cash proceeds, with the remainder to be paid upon final settlement. In conjunction with the sale, we entered into a loan agreement with a maximum amount outstanding of $4.2 million. At December 31, 2006 the balance of this loan was approximately $3.2 million. In the third quarter of 2006, we made the decision to sell our Brazilian subsidiary. We agreed to assume the obligations for payroll related taxes in dispute and recorded in discontinued operations a charge of $0.4 million, representing the net present value of the obligation related to the severance related payroll taxes due to the Brazilian tax authority. On December 29, 2006, we completed the purchase of Detron Belgium NV (“Detron Belgium”), a provider of technical services to the telecommunications industry in Belgium and Luxembourg, for $1.9 million pursuant to a share purchase agreement. On March 9, 2007, we purchased the equity interests of Wireless Facilities, Inc.’s Europe, Middle East and Africa business for a cash purchase price of $4.0 million. On June 1, 2007, we acquired certain assets and liabilities of Wireless Facilities Inc.’s U.S. wireless engineering services business for a purchase price of approximately $39.0 million. We expect to continue to consider business dispositions, acquisitions and investments as a way of supporting our longer-term strategies.

On November 12, 2007, in connection with our decision to sell our Brazilian subsidiary, we received notice from the buyers that they have decided not to proceed with the acquisition. We are working on alternatives including an opportunity to sell the entity to another interested party under similar terms and conditions.

Trends That Have Affected or May Affect Results of Operations and Financial Condition

The major trends that have affected or may affect our business are as follows:

•  project related revenues derived from a limited set of customers in each market where we do business;

•  the acceleration or the delay associated with the introduction of new technologies and services by our customers;

•  the management and the services composition of our fixed price contracts;

•  increased spending by wireless service providers in the areas of network design, deployment and optimization;

•  migration of networks to accommodate enhanced data offerings;

•  consolidation in the carrier and OEM community; and

•  increased percentage of revenues derived from our international operations.

Our business is characterized by a limited number of projects awarded by a limited number of customers. This can lead to volatility in our results as projects initially ramp up and then wind down. As projects are completed, we are faced with the task of replacing project revenues with new projects, either from the same customer or from new customers. In addition, the wireless industry is composed of a relatively small number of wireless service providers and equipment vendors, and this inevitably leads to issues of customer concentration. Consequently, our business may be affected in any single market by the changing priorities of a small group of customers.

27

Historically, the key drivers of change in our business have been: (i) the issuance of new or additional licenses to wireless service providers; (ii) the introduction of new services or technologies; (iii) the increases in the number of subscribers served by wireless service providers, the increase in usage by those subscribers and the scarcity of wireless spectrum; and (iv) the increasing complexity of wireless systems in operation.

We tend to benefit from projects undertaken by our customers to introduce new technologies and services in their networks and we tend to suffer when projects are delayed. Revenues from 3G networks constituted approximately 29.1%, 25.0% and 21.6% of our total revenues for the years ended December 31, 2006, 2005 and 2004, respectively, and it is expected to be an area of business growth in the future. A large proportion of the contracts awarded by our customers are fixed price, and we expect this trend to continue. A recent trend is for the award of fixed price contracts to cover the design and deployment of a certain geographic network area on a full turnkey basis, including planning, engineering design, site acquisition, construction and deployment services.

During the year ended December 31, 2006, approximately 20.1% of our revenues were generated by work done by subcontractors, for construction related activities, compared to 25.1% and 16.9% in 2005 and 2004, respectively.

We believe that the Americas may benefit from increased spending by certain United States wireless service providers. This increased spending can be attributed to several trends: (i) the implementation of new technologies such as 3G wireless and broadband wireless; (ii) activity generated by efforts to consolidate networks resulting from merger activity; (iii) network quality enhancement programs to reduce churn; (iv) network expansion and capacity programs geared toward enabling new and enhanced services; and (v) other miscellaneous network upgrades and enhancements required for market share maintenance and competitive reasons.

We have also observed an increase in spending on wireless networks in developing countries. However, the increase in worldwide terrorism may affect our business in these countries. For example, the U.S. State Department has issued security advisories for U.S. nationals in Saudi Arabia, Algeria and certain other countries in the Middle East. While we tend to staff these projects largely with local or regional personnel, we do recognize that undertaking work in such areas at this time carries a higher level of operating and political risk than in other more developed areas.

28

Results of Operations

The discussion below provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the consolidated financial statements and accompanying notes thereto included elsewhere herein.

Revenues, Cost of Revenues and Gross Margins

	Years Ended December 31,
	2006					2005				2004
	(In thousands)					(In thousands)				(In thousands)
Revenues:
Americas	$	29,959				$	36,478			$	35,515
EMEA		99,944					107,844				78,172
Nonreportable segments		50					1,320				4,979
	$	129,953				$	145,642			$	118,666
				(% of revenue)				(% of revenue)				(% of revenue)
Cost of revenues:
Americas	$	24,629		82.2	%	$	32,042	87.8	%	$	28,660	80.7	%
EMEA		72,684		72.7	%		81,483	75.6	%		60,511	77.4	%
Nonreportable segments		(119	)	—			689	52.2	%		3,448	69.3	%
	$	97,194		74.8	%	$	114,214	78.4	%	$	92,619	78.1	%
Gross margin:
Americas	$	5,330		17.8	%	$	4,436	12.2	%	$	6,855	19.3	%
EMEA		27,260		27.3	%		26,361	24.4	%		17,661	22.6	%
Nonreportable segments		169		—			631	47.8	%		1,531	30.7	%
	$	32,759		25.2	%	$	31,428	21.6	%	$	26,047	21.9	%

Americas

During the year 2006, we experienced a decrease in our Americas segment revenue of $6.5 million to $30.0 million from $36.5 million in the prior year. The decrease is primarily the result of a decrease in revenues of approximately $6.9 million from customers who were customers in 2006 and 2005 and a decease in revenue of $2.3 million from customers who were customers in 2005 but not 2006 offset by increases in revenue of $0.7 million of certain customers who were customers in 2006 and 2005 and $2.0 million of revenue from customers who were customers in 2006 but not 2005. We believe a portion of the decreases were the result of our decision to reduce our independence on lower margin work in the U.S. While we can not estimate the exact impact on revenue of our decision to focus on higher margin work, we believe the impact of that decision is evidenced by the increase in the Americas segment gross margins as a percentage of revenue to 17.8% in 2006 from 12.2% in 2005 and an increase in the segment’s gross margin of $0.9 million to $5.3 million in 2006 from $4.4 million in 2005.

In 2005, total revenues for the region were $36.5 million, up $1.0 million from 2004. Cost of revenues increased $3.4 million over 2004 for a $2.4 million decline in gross margin and a decrease in gross margin as a percentage of revenue to 12.2% in 2005 from 19.3% in 2004. Among our top customers we experienced declines in gross margin percent between 6.8 and 8.9 reducing our margins for those customers by approximately $2.7 million. This decline in total gross margin and gross margin as a percentage of revenue was attributable to our taking on certain types of lower margin work which generated increased revenues but at generally decreased margins. Margins were also affected negatively by not matching lower cost personnel to the lower margin work.

In 2004, total revenues for the region were $35.5 million, an increase over the prior year of $8.0 million. Combined with an increase in cost of revenue of $6.7 million, our gross margin increased $1.3 million with a decline in gross margin percent of 0.8. The decline in gross margin as a percentage of revenue was attributable to our taking on certain types of lower margin work which generated increased revenues but at generally decreased margins.

29

EMEA

In 2006, revenues for the year decreased $7.9 million to $99.9 million and cost of revenues decreased $8.8 million to $72.7 million, resulting in an increase in gross margin to 27.3% in 2006 compared to 24.4% in 2005. The majority of our gross margin continues to be generated by services provided under our deployment and our consulting contracts in Algeria and our engineering services contract in Saudi Arabia which generated 65.6% of 2006 gross profits. In Algeria, decreases in revenue of $2.0 million and cost of revenue of $4.0 million generated an increase in gross margin and gross margin percent of $2.0 million and 13.6%, respectively. Algeria provided 37.1% of our EMEA segment gross profits in 2006, up 6.3% from 30.8% in 2005. In Saudi Arabia decreases in revenue of $7.9 million and cost of revenue of $5.2 million reduced gross margin by $2.7 million with no change in the gross margin percent. Saudi Arabia provided 28.5% of our EMEA segment gross profits in 2006, down 11.0% from 39.5% in 2005. In Italy, a decrease in cost of revenue of $0.9 million on comparable revenues increased gross margin and gross margin percent $0.9 million and 13.5%, respectively. Revenue and cost of revenues in the U.K. increased by $5.2 million and $4.5 million, respectively, generating increases in gross margin and gross margin percent of $0.7 million and 1%, respectively. Decreases in revenues and cost of revenues in the Netherlands of $3.7 million and $3.5 million, respectively, generated a slight increase in gross profit percent.

In 2005, revenues for the year grew to $107.8 million, an increase of $29.7 million over the previous year. The entire growth in revenue was attributable to our operations in developing countries. Saudi revenue growth for 2005 was $15.6 million, with Algerian revenue growth of $16.8 million. Lesser developed countries generated 70% of 2005 gross profits. Overall gross margins improved in 2005 to 24.4% from the 22.6% in 2004, largely due to the higher margins produced in the lesser developed countries.

In 2004, we expanded our operations to rapidly expanding emerging countries as we commenced a multi-year service project in Saudi Arabia and continued our consultancy and deployment activities in Algeria. Revenues for the year grew to $78.2 million, an increase of $24.9 million over the previous year. Growth in our business in developed countries accounted for about $5.0 million of this increase, while lesser developed countries accounted for about $17.5 million; of this latter increase, $15.7 million was attributable to Saudi Arabia. Developed countries generated about 57.6% of our revenue and about 37.4% of our gross profits, while lesser developed countries generated about 42.4% of our revenues and 62.6% of our gross profits. Gross margins improved from 20.8% of revenues in 2003 to 22.6% in 2004, largely due to the increased mix of more profitable business in lesser developed countries, most of which is represented by time and materials contracts.

Nonreportable Segments

In 2006 the nonreportable segments generated revenues of $0.1 million, down $1.2 million from 2005. This resulted from the changes in the LCC Wireline, Inc. division and the closure of our China office discussed below. During 2006, there was a loss from operations of $13.1 million for the nonreportable segments, which compares to a loss from operations of $10.6 million for 2005. The majority of this loss is attributable to corporate general and administrative costs, which are included in the nonreportable segment and are not allocated to the Americas or EMEA.

In 2005 the nonreportable segments generated revenues of $1.3 million, down $3.7 million from 2004. This decline is primarily attributable to the LCC Wireline, Inc. division, which ceased operations in the first quarter of 2005 and the closure of our Beijing, China office as part of the restructuring in the second quarter of 2005. During 2005, there was an operating loss of $10.6 million for the nonreportable segments, which compares to an operating loss from operations of $9.1 million for 2004. The majority of this loss is attributable to corporate general and administrative costs, which are included in the nonreportable segment and are not allocated to the Americas or EMEA.

Nonreportable segments generated revenues of $5.0 million in 2004, which consisted of revenues from our Asia-Pacific operations and LCC Wireline. In 2003, we formed LCC Wireline, which focused on providing technical services to CLECs and ILECs.

In 2003, we purchased a 49% share in a joint venture in Beijing, China, with the objective of pursuing opportunities in China primarily through this joint venture. In 2004, we agreed with our partner, LCC Bright Oceans Communications Consulting Co. Ltd., (“LCC/BOCO”), to close the joint venture. Liquidation of the joint venture

30

was completed in the fourth quarter of 2005. Our investment in LCC/BOCO was accounted for using the equity method of accounting. We recorded equity losses of $0.1 million and $0.3 million, during the years ended December 31, 2005 and 2004, respectively, all of which was recorded in other expense.

Operating Expenses

	Year Ended December 31,
	2006			2005			2004
	(in thousands)
Sales and marketing:
Americas	$	2,832		$	2,228		$	3,349
EMEA		3,748			5,538			3,682
Nonreportable segments		1,330			365			866
		7,910			8,131			7,897
Bad debt expense (recovery):
Americas		20			223			100
EMEA		(41	)		254			26
Nonreportable segments		—			251			19
		(21	)		728			145
Shareholder note compensation:
Americas		—			—			—
EMEA		—			—			—
Nonreportable segments		—			—			1,240
		—			—			1,240
Other general and administrative:
Americas		3,620			5,274			4,942
EMEA		11,085			11,604			11,933
Nonreportable segments		12,015			10,287			8,636
		26,720			27,165			25,511
Total general and administrative:
Americas		3,640			5,497			5,042
EMEA		11,044			11,858			11,959
Nonreportable segments		12,015			10,538			9,895
		26,699			27,893			26,896
Restructuring charge (recovery):
Americas		—			447			—
EMEA		31			—			(567	)
Nonreportable segments		77			(43	)		(570	)
		108			404			(1,137	)
Depreciation and amortization:
Americas		430			432			350
EMEA		1,609			2,016			1,818
Nonreportable segments		339			345			405
		2,378			2,793			2,573
Total:
Americas		6,902			8,604			8,741
EMEA		16,432			19,412			16,892
Nonreportable segments		13,761			11,205			10,596
	$	37,095		$	39,221		$	36,229

31

Sales and marketing expenses

In 2006, sales and marketing expenses decreased by $0.2 million, year over year. In the EMEA region a decrease of $1.8 million was primarily due to a reduction of commissions expense of approximately $1.3 million related to lower revenues in Saudi Arabia. The balance was due to modest declines in the other business units. This decrease was offset by an increase in the Americas region of $0.6 million due to increased sales and marketing efforts by operating personnel and signing bonuses for new sales staff. In our corporate division, increases of $1.0 million were due to the implementation of Investor Relations and Marketing functions.

In 2005, sales and marketing expenses increased by $0.2 million. Sales and marketing costs increased $1.8 million in EMEA due primarily to an increase in commission expense relating to the technical consulting contract in Saudi Arabia. Sales and marketing expenses declined $1.1 million in the Americas and $0.5 million in the nonreportable segments primarily as a result of the cost restructuring undertaken during the second quarter.

Sales and marketing expenses increased from 2003 to 2004 by about $1.3 million or 19%. The increase was largely attributable to sales commissions in our new businesses in EMEA, particularly in Saudi Arabia.

Net bad debt expense (recovery)

In 2006 there were net recoveries of under $0.1 million. In 2005, we had bad debt expense of $0.7 million, of which $0.6 million was recorded in the fourth quarter. The 2005 bad debt expense was evenly divided amongst the segments and was not associated with any single customer nor with a single project. In 2004 the Company had bad debt expense of $0.1 million.

Shareholder note compensation

Shareholder note compensation relates to cash and non-cash compensation arising from the loan made to our then President and Chief Executive Officer, in 1999, a portion of which was subsequently deemed discharged in 2004. On December 10, 2004, we entered into an agreement, pursuant to which we purchased certain shares that our former President and Chief Executive Officer held in our company and returned these shares to our treasury account, where they are available for reissue. The proceeds from the sale of these shares, approximately $0.9 million, was used to reduce the indebtedness under the loan agreement, and we deemed the balance of the loan, approximately $0.7 million, to have been paid in full. This represented non-cash compensation to our former President and Chief Executive Officer. We also paid cash compensation in the form of a bonus of approximately $0.5 million to assist in covering the personal income tax obligations resulting from this agreement. The total of the non-cash compensation of $0.7 million and the cash compensation of $0.5 million is included in operating expenses in 2004.

Other general and administrative expenses

In 2006, other general and administrative expenses were $26.7 million, a decrease of $0.4 million or 1.6% year over year. This reduction occurred in the Americas segment with a decrease in personnel and benefits expense of approximately $0.8 million, as well as reductions in recruiting, human resources, research and innovations, and information technology which accounted for additional reductions of $0.8 million. This reduction was offset by increases in corporate expenses, primarily of $0.9 million for audit fees and $0.4 million for stock based compensation expense.

In 2005, other general and administrative expenses were $27.2 million, an increase of $1.7 million or 6.5% year over year. Most of this increase occurred in the nonreportable segments which includes corporate general and administrative expenses. Corporate general and administrative expenses were higher due to increased employee benefits costs, the costs of bringing onboard a new CEO, and costs associated with the restatement. Other general and administrative expenses for EMEA in 2005 include a management performance bonus.

In 2004, other general and administrative expenses increased by $5.6 million or 28%, year over year, primarily attributable to increases in costs in our EMEA region of $3.4 million and in our corporate costs of $1.9 million. In EMEA, the increase was driven by support for new businesses in Saudi Arabia and Germany, expansion of our

32

activities in the Netherlands, and severance and downsizing costs for Italy. The primary increase in our corporate costs was attributable to the costs of compliance with the requirements of the Sarbanes-Oxley Act of 2002.

Restructuring

In 2002, following the completion of several large fixed price projects and the general reduction in the U.S. market’s wireless infrastructure spending, we restructured our operations and recorded a restructuring charge of $13.5 million. Of this total charge, approximately $12.5 million related to excess office space and $1.0 million to severance costs for about 140 employees, which included $0.3 million related to discontinued operations.

During 2004, we reversed $1.2 million of the payable due to reoccupied office space in McLean, Virginia and a decrease in the estimated time period expected to sublease space in our McLean and London offices.

During 2005, we recorded a net restructuring charge of $0.6 million, which included $0.2 million of charges related to discontinued operations. This charge included $0.8 million in severance termination benefits and costs associated with the involuntary employee separation of approximately 48 employees in North America and Asia-Pacific, $0.1 million associated with closing facilities and disposing of assets, and a reduction of $0.3 million due to reoccupied space in our McLean office and a recovery of sublease income.

During the second quarter of 2006, we had an additional $0.1 million restructuring charge. This charge was due mainly to a revised estimate of the operating costs for our facility in McLean, Virginia and to a lesser extent, a revised estimate on the sublease income assumptions for our facility in London.

Substantially all the activities related to these restructurings have been completed. However, we continue to be obligated under facility leases that expire from 2007 through 2014. The accrual of approximately $1.0 million remaining at December 31, 2006 relates to remaining obligations through the year 2014 associated with offices exited or downsized, offset by our estimates of future income from sublease agreements. The restructuring charge calculation assumes as of December 31, 2006 that we will receive $3.3 million in sublease income, all of which is committed.

Other Income and Expense

	Years Ended December 31,
	2006			2005			2004
	(In thousands)
Other income (expense):
Interest income:
Americas	$	1		$	—		$	—
EMEA		35			16			29
Nonreportable segments		98			98			118
	$	134		$	114		$	147
Interest expense:
Americas		—			(1	)		—
EMEA		(29	)		(16	)		(243	)
Nonreportable segments		(835	)		(298	)		(4	)
	$	(864	)	$	(315	)	$	(247	)
Gain (loss) on investments:
Americas		—			—			—
EMEA		—			19			—
Nonreportable segments		—			(34	)		766
		—			(15	)		766
Foreign currency gains and losses:
Americas		—			—			—
EMEA		176			(154	)		92
Nonreportable segments		1,260			(1,552	)		890
		1,436			(1,706	)		982

33

	Years Ended December 31,
	2006			2005			2004
	(In thousands)
All other:
Americas		—			1			107
EMEA		639			(5	)		30
Nonreportable segments		(312	)		842			(352	)
		327			838			(215	)
Total other:
Americas		—			1			107
EMEA		815			(140	)		122
Nonreportable segments		948			(744	)		1,304
	$	1,763		$	(883	)	$	1,533
Total other Income and Expenses:
Americas		1			—			107
EMEA		821			(140	)		(92	)
Nonreportable segments		211			(944	)		1,418
	$	1,033		$	(1,084	)	$	1,433

Interest income

Interest income in 2006, 2005 and 2004 decreased year over year due to lower average balances of cash on deposit and decreases in available yields on short-term investments. Approximately $0.1 million of interest income was recorded in 2006 due to a refund of U.S. taxes.

Interest Expense

In 2006 interest expense increased as a result of higher borrowings under our borrowing facility with Commerce Funding Corporation, (“CFC”), a Wells Fargo company, as well as the fees associated with advances from Nokia under the agreement to dispose of our U.S. Network Deployment business. We terminated our existing credit facility with CFC on March 9, 2007, and entered into a new revolving credit facility. See Cash Requirements below.

Total interest expense for the years ending December 31, 2006, 2005 and 2004 was approximately $0.9 million, $0.3 million and $0.2 million, respectively. Of these amounts, approximately $0.6 million, $0.3 million and $0.0 million, for the years ending December 31, 2006, 2005 and 2004, respectively, were attributable to interest and fees arising from our financing arrangement with CFC. This agreement was terminated March 9, 2007.

Gain (loss) on investments

In 2004, we received cash of approximately $0.8 million for the sale of our general unsecured claim against NextWave, which we acquired as part of our acquisition of Koll Telecommunications LLC in 1997. We expect to continue to consider business dispositions, acquisitions and investments as a way of supporting our longer-term strategies.

Foreign currency gains and losses

In 2006 we recorded gains on foreign currencies of $1.4 million due to the appreciation of the British Pound and Euro with respect to the U.S. Dollar throughout the year. In 2005, we recorded losses on foreign currencies of $1.7 million due to the appreciation of the U.S. Dollar against the Euro and the British Pound throughout the year. In 2004, we recorded gains on foreign currencies of $1.0 million, mostly attributable to the appreciation of the Euro against the U.S. Dollar in the second half of the year. All of our foreign exchange gains and losses result from the revaluation of our intercompany balances.

34

All other

In the second quarter of 2006 we recorded a gain of $0.2 million on the favorable settlement of a dispute relating to an earn out agreement that we had entered into in conjunction with the acquisition of our Netherlands subsidiary.

In the second quarter of 2005, the Company received a cash payment of approximately $0.6 million from NextWave for the exercise of all warrants held by the Company. The exercise was made in accordance with the terms of NextWave’s reorganization plan under bankruptcy proceedings. In the fourth quarter of 2005, we sold off the one remaining tower that we owned for $0.3 million.

In 2004 we recorded impairment charges of $0.2 million relating to our investment in LCC/BOCO, a joint venture in China. In the fourth quarter of 2005, our joint venture with LCC/BOCO was dissolved and selected projects and employees were transferred to the Company’s wholly-owned Chinese subsidiary.

Income (Loss) Before Taxes

	Years Ended December 31,
	2006			2005			2004
	(In thousands)
Segment Income (Loss) Before Taxes
Americas	$	(1,571	)	$	(4,168	)	$	(1,779	)
EMEA		11,649			6,809			677
Nonreportable transactions		(13,381	)		(11,518	)		(7,647	)
		(3,303	)		(8,877	)		(8,749	)

Tax Expense

In 2006, we recorded tax expense of $1.6 million. Of that amount, $1.9 million is for foreign taxes primarily associated with our profitable operations in Saudi Arabia and Algeria. This is partially offset by a tax benefit of $0.4 million in the United States attributable to the release of a federal tax reserve related to a tax return position for which the statute of limitations closed in 2006. The increase in the income tax provision and effective tax rate in 2006 is primarily attributable to additional valuation allowances and other adjustments against net operating losses. As a net result of these additional valuation allowances and adjustments, we incurred a charge to the income tax provision of approximately $6.3 million. In addition, the Company continued to have significant branch income that was subject to tax in the branch jurisdiction and only partially offset by foreign tax credits in the parent company jurisdiction.

In 2005, we recorded tax expense of $2.7 million. Of that amount, $3.2 million is for foreign taxes primarily associated with our profitable operations in Saudi Arabia and Algeria. This is partially offset by a tax benefit of $0.5 million in the United States attributable to an expected tax refund of income tax paid in prior years. The increase in the income tax provision and effective tax rate in 2005 is primarily attributable to additional valuation allowances and other adjustments against net operating losses. As a net result of these additional valuation allowances and adjustments, in 2005, we incurred a charge to the income tax provision of approximately $2.9 million. In addition, there were significant increases in branch income, primarily in Saudi Arabia, which was subject to tax in both the branch jurisdiction and in the parent company jurisdiction.

We believe that, as of December 31, 2006, our cumulative historical losses, along with other qualitative factors and uncertainties concerning our business and industry, outweigh the positive evidence supporting the realizability of the tax benefit of our net operating loss carryforwards. As a result a valuation allowance has been established. However, it is possible that an analysis of our financial results in future periods will provide sufficient positive evidence to indicate that the tax benefit of our cumulative loss carryforward can be realized, at which time we would expect a reversal of some or all of the remaining valuation allowance. During the years ended December 31, 2006, 2005 and 2004, we recorded additional valuation allowances of $7.2 million, $3.3 million and $5.6 million, respectively. The change in valuation allowance includes changes due to stock compensation and certain

35

discontinued operations, which are not included in the change in valuation allowance for the calculation of the income tax provision for continuing operations.

Net Loss

In 2006, revenues of $130.0 million generated a pretax loss from continuing operations of $3.3 million. We recorded tax expense of $1.6 million for a loss from continuing operations of $4.9 million. Losses from discontinued operations were $3.2 million in 2006.

In 2005, revenues of $145.6 million generated a pretax loss from continuing operations of $8.9 million. We recorded tax expense of $2.7 million for a loss from continuing operations of $11.6 million. Losses from discontinued operations were $0.9 million in 2005.

In 2004, revenues of $118.7 million generated a pretax loss from continuing operations of $8.7 million. We recorded tax expense of $5.0 million for a loss from continuing operations of $13.7 million. Income from discontinued operations was $7.4 million in 2004.

Liquidity and Capital Resources

The following discussion relates to our sources and uses of cash and cash requirements during 2006, 2005, and 2004.

Sources and Uses of Cash

	Years Ended December 31,
	2006			2005			2004
	(in thousands)
Net cash used in operating activities	$	(9,992	)	$	(8,079	)	$	(4,696	)
Net cash used in investing activities		(103	)		(2,462	)		(3,347	)
Net cash provided by financing activities		1,869			3,421			723
Effect of exchange rates on cash and cash equivalents		475			(614	)		307
Net decrease in cash and cash equivalents	$	(7,751	)	$	(7,734	)	$	(7,013	)

During 2006, the Company’s balance of cash and cash equivalents decreased by $7.8 million. This decrease in cash and cash equivalents in 2006 was primarily the result of our use of cash of $10.0 million for operating activities and $0.1 million used in investing activities offset by $1.9 million net generated by financing activities and $0.5 million from the effect of foreign exchange rate changes on cash and cash equivalents.

Our operations and liquidity were also impacted by the decision to exit the U.S. Network Deployment business and the sale of a portion of that business on June 30, 2006 and the decision to exit our operations in Brazil (also consisting primarily of network deployment services) and sell our Brazilian subsidiary. These actions significantly reduced our Americas segment operating activity during the second half of the year. In conjunction with the sale of our U.S. Network Deployment business, we were owed approximately $7.6 million at December 31, 2006, which related to unbilled accounts receivable transferred to Nokia Inc. (“Nokia”). As of November 30, 2007, the amount outstanding from Nokia was approximately $4.4 million, and we expect this amount to be recoverable. The discontinued operations generated a loss of $3.2 million, which included a gain of $0.4 million on the sale of the U.S. Network Deployment business. Accordingly, the losses incurred with respect to the discontinued operations negatively impacted our cash balance during 2006.

During 2006, our loss from continuing operations decreased by $6.7 million to $4.9 million as compared to a loss of $11.6 million in 2005. Operating activities caused cash and cash equivalents to decrease in 2006 by $10.0 million. The $4.9 million loss from continuing operations combined with the $3.1 million loss from discontinued operations resulted in a net loss of $8.0 million for the year. Non-cash charges included in the net loss were $2.6 million related to depreciation and amortization, $1.3 million of non-cash compensation and was offset by $0.4 million related to the gain on the sales of certain portions of the U.S. Network Deployment business. Changes to assets and liabilities related to our operations that impacted cash and cash equivalents included a

36

reduction of accounts payable, accrued expenses and other current liabilities of $21.8 million and a reduction of other current and non-current operating items of $4.0 million offset by a reduction of billed and unbilled accounts receivable of $20.2 million.

Investing activities decreased cash and cash equivalents by $0.1 million net and consisted of purchases of property plant and equipment of $1.5 million offset by proceeds from the sale of certain portions of the U.S. Network Deployment business and investments of $1.4 million.

Financing activities increased cash and cash equivalents by $1.9 million net and consisted of borrowings of $17.8 million under the line of credit and $4.2 million under the note payable to the buyer of a certain portion of the U.S. Network Deployment business offset by repayments of $19.9 million under the line of credit and $1.2 million applied against the note payable. The effects of foreign exchange also resulted in a $0.5 million increase in cash and cash equivalents.

In 2005, revenues from continuing operations of $145.6 million resulted in a pre-tax operating loss of $7.8 million. Cash used in operating activities in 2005 was $8.1 million, primarily as a result of the loss from operations. Cash used in investing activities was $2.5 million, a large part of which was attributable to the purchase of test and measurement equipment in the EMEA region. Cash generated by financing activities was $3.4 million primarily associated with $2.9 million of increased borrowings. The effect of exchange rates caused cash to decrease $0.6 million. Overall, cash decreased by $7.7 million in 2005.

In 2004, revenues from continuing operations of $118.7 million resulted in a pre-tax operating loss of $10.2 million after expensing compensation expense of $1.2 million relating to the satisfaction of a shareholder note receivable. Cash used in operations decreased to $4.7 million, which consisted of $3.5 million to fund operating losses and $1.2 million to finance growth in our operating assets and liabilities. Cash used in investing activities was $3.3 million, of which $3.0 million was for property and equipment purchases and $0.4 million for the joint venture in China. Financing activities generated $0.7 million, of which $1.4 million was the net proceeds from the exercise of options $0.1 million from issuance of stock, and $1.1 million from the sale of short term investments and reduction of restricted cash, offset by net repayments of $1.9 million on the line of credit established for Detron Netherlands. The effect of exchange rates caused cash to increase $0.3 million. Overall, cash decreased by $7.0 million in 2004.

Cash Requirements

	Years Ended December 31,
	2006		2005
	(in thousands)
Cash and cash equivalents	$	6,445	$	14,196
Restricted cash		883		1,141
Total cash and short-term investments	$	7,328	$	15,337
Borrowing facility and note payable	$	4,226	$	2,975
Working capital	$	33,490	$	37,770

Our future cash requirements are dependent on fluctuations in working capital, profitability of the business and capital purchase requirements. These fluctuations are caused primarily by several factors.

We continue to perform deployment services in certain countries in the EMEA region. Historically, a significant number of deployment services contracts limit our ability to bill the customer until certain milestones are met. Additionally, some of the deployment services contracts contain provisions for the customer to withhold a portion of the payment of our billings (retainage) until the contract is complete. As a result of the milestone-based billings and retainages of amounts billed our working capital needs are increased as we incur costs in performing deployment services that require cash expenditures in advance of the billings and collections from our customers. Additionally, deployment services performed in certain countries (U.S., Italy and Spain) historically had very low profit margins. From time to time the company has also entered into contracts for non-deployment services where

37

milestone-based billings are used. While such contracts represent a lesser percentage of our business, they nonetheless result in working capital fluctuations.

During 2006 we have significantly decreased our dependence on working capital intensive and lower margin deployment services as we exited that business in the U.S. and Brazil in the Americas region and wound down deployment service contracts in countries such as Italy and Spain. This has decreased working capital fluctuations and working capital needs. Additionally, we will continue to focus our business on RF engineering services and Operations and Maintenance contracts. We believe we will experience less fluctuation in our working capital as these services are generally higher margin businesses and require less working capital because of the fact that such services are generally not milestone based or have shorter milestone periods and in many cases do not have retainage provisions. We have also been able to lessen some of the working capital needs created by these contracts by negotiating payment terms with our contractors that more closely match our payments to the vendors to the payments we receive from our customers. Additionally, to increase our liquidity we have entered into accounts receivable or other asset based financing arrangements.

On April 19, 2007, we raised $17.0 million through the sale of 5,100,000 newly issued Class A common shares at a price of $3.35 per share in a private placement. We used the proceeds from the offering for working capital and general corporate purposes.

On March 9, 2007, we entered into a revolving credit facility with Bank of America, N.A., (“Bank of America”) and terminated our existing credit facility with CFC. Under the terms of this credit facility, the aggregate amount owed to Bank of America by us at any time could not exceed $6.5 million. The term of this credit facility was through September 15, 2007. On May 29, 2007, in connection with the agreement to purchase certain assets and liabilities of the U.S. wireless engineering services business of Wireless Facilities, Inc., (WFI) we amended and restated our outstanding credit facility with Bank of America. The Amended and Restated Credit Agreement (which was amended on November 30, 2007, to among other things, provide for a bank waiver and amend certain covenants in the agreement for all events of default) provides for a total principal borrowing amount of up to $21.95 million which may be borrowed, repaid and reborrowed by the Company on a revolving basis until November 29, 2009. It also provides for a term loan of $6.5 million with scheduled principal payments of $3.5 million on June 1, 2008, $1.0 million on each of September 1 and December 1, 2008 and March 1, 2009 and any balance on November 29, 2009. In addition, we are required to maintain a so-called “lockbox arrangement” pursuant to which all monies payable to us in the U.S. plus certain unrestricted cash balances of our non-U.S. subsidiaries in excess of $6.0 million must be paid into a specially designated account and automatically applied to the payment of principal amounts outstanding under the revolving portion of the credit facility as well as any other obligations under the credit facility that are due and owing. On June 1, 2007, we issued a promissory note to WFI in the amount of $22.0 million in connection with the purchase. This promissory note, which WFI subsequently assigned to SPCP Group, L.L.C., is subordinated to the Company’s obligations under the amended and restated credit facility discussed above.

On July 3, 2007, we filed a current report on Form 8-K disclosing that as part of our recent WFI acquisitions, effective June 27, 2007, we have taken steps towards recognizing integration related and other cost synergies by implementing a workforce reduction that eliminated approximately 60 positions worldwide and consolidated certain facilities in the U.K. Total charges of approximately $2.3 million, were incurred primarily in the second and third quarters of 2007. Approximately $1.1 million of the charge is related to severance and headcount related costs and $1.2 million is related to consolidation of certain facilities and other non-headcount related expenses. We paid the majority of severance and related costs in the third quarter with the remaining costs expected to be paid in the fourth quarter. The cash payments related to the consolidation of facilities will be made over the term of the related leases, the longest of which terminates in May 2012.

We believe that our cash balances, current financing agreements and access to additional financing will provide us with sufficient cash to fund our operations for at least the next 12 months.

Existing contractual obligations are primarily limited to operating leases, mostly for office facilities. Those obligations are set out below. Fixed lease obligations are partly offset by income from sublease agreements.

38

Our operating lease obligations at December 31, 2006 are as follows (in thousands):

	Payment Due by Period
			Less than						More than
Contractual Obligations	Total		1 Year		1-3 Years		4-5 Years		5 Years
Operating lease obligations	$	10,807	$	5,075	$	3,623	$	1,210	$	899
Sublease income	$	2,689	$	734	$	791	$	582	$	582

Purchases of property and equipment are primarily related to project requirements, but are relatively insignificant compared to other requirements. From time to time, we have made acquisitions and investments in joint ventures. On March 9, 2007, we purchased the equity interests of WFI’s Europe, Middle East and Africa (EMEA) business for a cash purchase price of $4.0 million. On June 1, 2007, we acquired certain assets and liabilities of WFI’s US wireless engineering services business for a purchase price of approximately $39.0 million. It is possible that we may make further acquisitions and investments in the future. Taxes are likely to be a cash requirement in the future for profitable foreign operations.

On July 18, 2005, we entered into a financing agreement with CFC. Under this agreement we could elect to transfer certain accounts receivables to CFC in exchange for cash. CFC had the right to determine, in its sole discretion, the amount of cash, if any, it was willing to advance with respect to any specified account receivable, which amount shall not have exceeded 80% of the face amount of the receivables presented. Interest on the advances bore interest at the prime rate as reported in The Wall Street Journal. We terminated this agreement on March 9, 2007.

As of December 31, 2006, the maximum funding available under this agreement with CFC was $5.0 million. At December 31, 2006 and 2005, we had approximately $0.9 million and $3.0 million outstanding under this financing agreement, respectively. Advances made to the U.S. have been utilized for working capital purposes, including the payment of amounts owed to subcontractors under certain customer contracts where the payments from the customer have been delayed or are otherwise not yet due. Total interest expense for the years ending December 31, 2006, 2005 and 2004 was approximately $0.9 million, $0.3 million and $0.2 million, respectively. Of these amounts, approximately $0.6 million, $0.3 million and $0.0 million, for the years ending December 31, 2006, 2005 and 2004, respectively, was attributable to interest and fees arising from our financing arrangement with CFC.

In 2003, we established a line of credit for our subsidiary in the Netherlands, collateralized by its outstanding accounts receivable, and in 2004 we have repaid advances so that only $0.1 million of the line of credit was outstanding at December 31, 2004. This line of credit was terminated in the first quarter of 2005.

We have not engaged in any off-balance sheet financing.

Critical Accounting Policies

Our critical accounting policies are as follows:

•  revenue recognition;

•  allowance for doubtful accounts;

•  accounting for income taxes; and

•  restructuring charge.

Revenue Recognition

Our principal sources of revenue consist of design and system deployment services. We provide design services on a contract basis, usually in a customized plan for each client, and generally charge for engineering services on a time and materials or fixed price basis. We generally offer deployment services overseas on a fixed price, time-certain basis. The portion of our revenues from continuing operations from fixed-price contracts was 52.8% in 2006 and 71.0% in 2005. We recognize revenues on fixed-price contracts using the percentage-of-completion method. With the percentage-of-completion method, expenses on each project are recognized as incurred, and revenues are recognized based on the ratio of the current costs incurred for the project to the then estimated total costs of the project. We compare costs incurred to date against project milestones to determine if the percentage of

39

completion is reasonable. Accordingly, revenues recognized in a given period depend on, among other things, the costs incurred on each individual project and our then current estimate of the total costs at completion for individual projects. Considerable judgment on the part of our management may be required in determining estimates to complete a project including the scope of the work to be completed, and reliance on the customer or other vendors to fulfill some task(s). If in any period we significantly increase the estimate of the total costs to complete a project, we may recognize very little or no additional revenues with respect to that project. If total contract cost estimates increase, gross profit for any single project may be significantly reduced or eliminated. If the total contract cost estimates indicate that there is a loss, the loss is recognized in the period the determination is made. At December 31, 2006 and 2005, we had $24.8 million and $35.8 million, respectively, of unbilled receivables.

Allowance for Doubtful Accounts

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, contingent assets and liabilities and the reported amounts of revenues and expenses during the reported period. Specifically, our management must make estimates of the probability of collection of accounts receivable. Management specifically analyzes accounts receivable balances, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the valuation allowance for doubtful accounts. For the years ended December 31, 2006 and 2005, we derived 82.7% and 83.6%, respectively, of total revenues from our ten largest customers, indicating significant customer concentration risk with our receivables. These ten largest customers constituted 80.3% and 55.6% of our net receivable balance as of December 31, 2006 and 2005, respectively. Lastly, we frequently perform services for development stage customers, which carry a higher degree of risk, particularly as to the collection of accounts receivable. These customers may be particularly vulnerable to the tightening of available credit or a general economic slowdown.

Accounting for Income Taxes

As part of the process of preparing our consolidated financial statements an estimate for income taxes is required for each of the jurisdictions in which we operate. This process requires estimating the actual current tax expense together with assessing temporary differences resulting from differing treatment of items, such as depreciation, for tax accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. We must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. The valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which the deferred tax assets will be recoverable. In the event the actual results differ from these estimates, we may need to increase or decrease the valuation allowance, which could have a material impact on the financial position and results of operations.

Considerable management judgment may be required in determining our provision for income taxes, the deferred tax assets and liabilities and any valuation allowance recorded against the net deferred tax assets. We have recorded a valuation allowance of $24.3 million and $17.3 million as of December 31, 2006 and 2005, respectively, due to uncertainties related to our ability to utilize some of the deferred tax assets before they expire. The additional valuation allowances we recorded on the deferred tax assets for the year ended December 31, 2006 and 2005 were approximately $7.0 million and $3.3 million, respectively. These deferred tax assets primarily consist of net operating losses and tax credits carried forward. The net deferred tax assets as of December 31, 2006 and 2005 were $1.4 million and $1.1 million, respectively.

Restructuring Charge

During 2002 we recorded restructuring charges of $13.5 million. Included in these restructuring charges was a charge for excess facilities aggregating $12.5 million and employee severance and associated expenses of approximately $1.0 million. This facility charge primarily related to leased office space, which we no longer occupied. During 2004, the Company reversed $1.2 million of the payable due to reoccupied office space in McLean, Virginia and a decrease in the estimated time period expected to sublease space in our former corporate

40

office in McLean and our London offices. During 2005, we recorded a net restructuring charge of $0.6 million for employee severance costs related to the elimination of 48 positions in corporate, North America and Asia-Pacific and costs associated with closing affiliates and disposing of assets.

The facility charge equals the existing lease obligation less anticipated rental receipts to be received from existing and potential subleases. The estimation of the facility charge requires significant judgments about the length of time the space will remain vacant, anticipated cost escalators and operating costs associated with the leases, the market rate at which the space will be subleased and the broker fees or other costs necessary to market the space. These judgments were based upon independent market analysis and assessment from experienced real estate brokers. The restructuring charge calculation assumes as of December 31, 2006 that we will receive $3.3 million in sublease income, all of which is committed.

Substantially all the activities related to these restructurings have been completed. However, we continue to be obligated under facility leases that expire from 2007 through 2014. The accrual of approximately $1.0 million remaining at December 31, 2006 relates to remaining obligations through the year 2014 associated with offices exited or downsized, offset by our estimates of future income from sublease agreements.

Related Party Transactions

As is discussed more fully in Note 15, Shareholders’ Equity, on December 22, 2006, RF Investors, L.L.C. (“RF Investors”) transferred all but 425,577 shares of its class B common stock to The Raj and Neera Singh Charitable Foundation, Inc. (“the Foundation”), and upon such transfer the transferred class B common stock and the remaining shares held by RF Investors converted to class A common stock. As a result, the Company has only class A shares outstanding, all of which are voted on a one-to-one basis. The shares of class A common stock held by the Foundation, and by RF Investors constituted approximately 15.8% and 1.7%, respectively, of the outstanding voting power of the common stock. The aggregate balance of the voting power of the class A common stock, approximately 82.5%, was held by the Company’s other stockholders.

Telcom Ventures, L.L.C. (“Telcom Ventures”), is the parent company of RF Investors, an entity controlled by Company founders and directors Dr. Rajendra and Neera Singh and members of their family. Prior to the Company’s initial public offering, both the Company’s employees and the employees of Telcom Ventures were eligible to participate in our life, medical, dental and 401(k) plans. In connection with the initial public offering in 1996, we agreed pursuant to an Overhead and Administrative Services Agreement to allow the employees of Telcom Ventures to continue to participate in our employee benefit plans in exchange for full reimbursement of the cash costs and expenses. We billed Telcom Ventures $128,000, $74,000 and $77,000 during the years ended December 31, 2006, 2005, and 2004, respectively, for payments made by us pursuant to this agreement. We received reimbursements from Telcom Ventures of $135,000, $67,000 and $82,000 during the years ended December 31, 2006, 2005, and 2004, respectively. At December 31, 2006 and 2005, outstanding amounts associated with payments made by us under this agreement were $1,000 and $8,000, respectively, and are included as due from related parties and affiliates within the consolidated balance sheets in the accompanying financial statements.

During the year ended December 31, 2006, we provided services to two customers where Telcom Ventures has a minority investment. Revenues earned from these customers during the year ended December 31, 2006 were approximately $66,000. Billed and unbilled receivables of approximately $66,000 were outstanding at December 31, 2006, and are included in trade accounts receivable and unbilled receivables in the accompanying consolidated Balance Sheet. During the year ended December 31, 2006, we provided services to Telcom Ventures directly, generating revenues of approximately $33,000, which have been collected.

In December 1999, we issued approximately 108,000 shares of class A common stock in exchange for a $1.6 million note receivable from our then President and Chief Executive Officer. The note was payable on the earlier of December 2004 or the date he was no longer our President and Chief Executive Officer. Interest accrued at the federal mid-term rate on the date of the note and was payable quarterly. The note, where outstanding, is reflected as a reduction of shareholders’ equity in the accompanying statement of shareholders’ equity. The note was deemed

41

discharged in 2004. On December 10, 2004, we entered into an agreement with our former President and Chief Executive Officer, pursuant to which we purchased certain shares that were held in our company and returned these shares to our treasury account, where they are available for reissue. The proceeds from the sale of these shares, of approximately $0.9 million, were used to reduce the indebtedness under the loan agreement, and we deemed the balance of the loan, approximately $0.7 million, to have been paid in full. This represented non-cash compensation to our former President and Chief Executive Officer. We also paid cash compensation in the form of a bonus of approximately $0.5 million to assist in covering the personal income tax obligations resulting from this agreement. The total of the non-cash compensation of $0.7 million and the cash compensation of $0.5 million is included in operating expenses for the year ended December 31, 2004. As part of this agreement, our former President and Chief Executive Officer surrendered 825,000 vested options to purchase shares of our class A common stock; 500,000, 150,000, 150,000 and 25,000 options at $13.56, $12.25, $5.00 and $5.55 per share, respectively.

Subsequent Events

In March 2007, we purchased the equity interests in the Europe, Middle East and Africa business of WFI and in June 2007 we acquired certain assets and liabilities of WFI’s U.S. wireless engineering services business. See Note 21. Subsequent Events, in the consolidated financial statements.

As discussed more fully in Note 21. Subsequent Events, in the consolidated financial statements, proceedings are pending before the NASDAQ Listing and Hearing Review Council with respect to a potential delisting of our class A common stock.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial liabilities — Including an Amendment of Statement of Financial Accounting Standards No. 115” (“SFAS No. 159”) SFAS No. 159 permits companies to choose to measure, on an instrument-by-instrument basis, financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option is elected will be recognized in earnings at each subsequent reporting date SFAS No. 159 is effective as of the beginning of fiscal 2009 (January 1, 2009). The application of SFAS No. 159 is not expected to have a material effect on our consolidated position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158,“Employers Accounting for Defined Benefit Pension and other Postretirement Plans — an amendment of Statement of Financial Accounting Standards No. 87, 88,106 and 132R” (“SFAS No. 158”). SFAS No. 158 requires an employer that is a business entity and sponsors one or more single-employer defined benefit plans to recognize the funded status of a benefit plan, measured as the difference between plan assets at fair value (with limited exceptions) and the benefit obligation, in its statement of financial position. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. Because we do not currently maintain any defined benefit plans, the application of SFAS No. 158 did not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements, (“SFAS No. 157”) which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are still evaluating the impact of SFAS No. 157 on our consolidated financial statements, but do not believe the adoption of SFAS No. 157 will have a material impact on our consolidated financial position, results of operations or cash flows.

42

In September 2006, the SEC released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 provides guidance on the SEC’s views regarding quantifying the materiality of financial statement misstatements, including misstatements that were not material to prior years’ financial statements. The interpretations in SAB 108 are being issued to address diversity in practice in quantifying financial statement misstatements and the potential under current practice for the build up of improper amounts on the balance sheet. SAB 108 requires registrants to quantify misstatements using both a balance sheet approach and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. Upon initial application, SAB 108 permits a one-time cumulative effect adjustment to beginning retained earnings. The adoption of SAB 108 did not have any impact on our consolidated financial position, results of operations or cash flows.

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that we recognize the impact of a tax position in our financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 are effective as of the beginning of the Company’s 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The adoption of FIN 48 is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

Item 7A.   Quantitative and Qualitative Disclosures about Market Risk

We are exposed to the impact of foreign currency fluctuations. The exposure to exchange rates relates primarily to our foreign subsidiaries. Subsidiaries with material foreign currency exposure are in the U.K., Algeria and Italy. For our foreign subsidiaries, exchange rates can have an impact on the U.S. Dollar value of their reported earnings and the intercompany transactions with the subsidiaries.

Customers outside of the United States accounted for 77.1%, 75.2% and 67.4% of our revenues for the years ended December 31, 2006, 2005 and 2004, respectively. In connection with the increased availability of 3G equipment in Europe, we anticipate continued growth of our international operations, particularly in Europe, the Middle East and Africa, in 2007 and beyond. As a result, fluctuations in the value of foreign currencies against the U.S. Dollar may have a significant impact on our reported results. Revenues and expenses denominated in foreign currencies are translated monthly into U.S. Dollars at the weighted average exchange rate. Consequently, as the value of the U.S. Dollar strengthens or weakens relative to other currencies in our major markets the resulting translated revenues, expenses and operating profits become lower or higher, respectively.

Fluctuations in currency exchange rates also can have an impact on the United States Dollar amount of our shareholders’ equity. The assets and liabilities of the non-U.S. subsidiaries are translated into United States Dollars at the exchange rate in effect on the date of the balance sheet for the respective reporting period. The resulting translation adjustments are recorded in shareholders’ equity as accumulated other comprehensive income or loss. The Euro and British Pound were stronger relative to other foreign currencies at December 31, 2006, compared to December 31, 2005. Consequently, the accumulated other comprehensive income component of shareholders’ equity increased $2.5 million during the year ended December 31, 2006. As of December 31, 2006, the net amount invested in non-U.S. subsidiaries subject to this equity adjustment, using the exchange rate as of the same date, was $19.1 million.

We are exposed to the impact of foreign currency fluctuations due to the operations of short-term intercompany transactions between the London office and its consolidated foreign subsidiaries and between the McLean office and its consolidated foreign subsidiaries. While these intercompany balances are eliminated in consolidation, exchange rate changes do affect consolidated earnings. Foreign subsidiaries with amounts owed to or from the London operations at December 31, 2006 (denominated in Euros or Saudi Arabia Riyals) include a payable from Italy in the amount of $1.6 million, a payable from Spain in the amount of $1.1 million, a receivable from Algeria in the amount of $8.3 million and a receivable from Saudi Arabia in the amount of $7.4 million. Foreign subsidiaries

43

with amounts owed to or from the McLean operations at December 31, 2006 (denominated in Euros or British Pounds) include a receivable from Italy in the amount of $4.5 million, a receivable from the United Kingdom in the amount of $7.5 million, a receivable from Detron in the amount of $0.5 million and an amount due to the Saudi subsidiary of $1.3 million. These balances generated a foreign exchange gain of $1.4 million and is included in our consolidated results at December 31, 2006. A hypothetical appreciation of the Euro and British Pound of 10% would result in a $0.5 million increase to our operating profits in 2006 generated outside the United States. This was estimated using a 10% appreciation factor to the average monthly exchange rates applied to net income or loss for each of our subsidiaries in the respective period. Foreign exchange gains and losses recognized on any transactions are included in our consolidated statements of operations.

Although currency fluctuations can have an impact on our reported results and shareholders’ equity, such fluctuations can affect our cash flow and could result in economic gains or losses. We currently do not hedge any of these risks in our foreign subsidiaries because: (i) our subsidiaries generally earn revenues and incur expenses within a single country and, consequently, do not incur currency risks in connection with the conduct of their normal operations; (ii) other foreign operations are minimal; and (iii) we do not believe that hedging transactions are justified by the current exposure and cost at this time.

We are also exposed to interest rate risk. On November 30, 2007, we amended and restated our outstanding credit facility with Bank of America. As a result of this amendment, an amount of up to $21.95 million may be borrowed, repaid and reborrowed on a revolving basis. In addition, the interest rate on this credit facility was increased by 1.0% per annum. The interest payable under our credit facility varies with fluctuations in the applicable lending rates. As a result, in the event these rates increase, the Company is subject to increases in its cash interest payments.

44

Item 8.   Financial Statements and Supplementary Data

	Page
Report of Independent Registered Public Accounting Firm		46
Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004		47
Consolidated Balance Sheets as of December 31, 2006 and 2005		48
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2006, 2005 and 2004		49
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005, and 2004		50
Notes to Consolidated Financial Statements		52

45

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

LCC International, Inc. and subsidiaries:

We have audited the accompanying consolidated balance sheets of LCC International, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, shareholders’ equity and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2006. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule II. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of LCC International, Inc. and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2006, the company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of LCC International, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2006, based on criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated December 11, 2007, expressed an unqualified opinion on management’s assessment of, and an adverse opinion on the effective operation of, internal control over financial reporting, as of December 31, 2006.

KPMG LLP

McLean, Virginia

December 11, 2007

46

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2006, 2005 and 2004
(In thousands, except per share data)

	2006			2005			2004
REVENUES	$	129,953		$	145,642		$	118,666
COST OF REVENUES (exclusive of depreciation shown separately below)		97,194			114,214			92,619
GROSS PROFIT		32,759			31,428			26,047
OPERATING EXPENSES:
Sales and marketing		7,910			8,131			7,897
General and administrative		26,699			27,893			26,896
Restructuring charge (recovery) (Note 7)		108			404			(1,137	)
Depreciation and amortization		2,378			2,793			2,573
Total operating expenses		37,095			39,221			36,229
OPERATING LOSS		(4,336	)		(7,793	)		(10,182	)
OTHER INCOME (EXPENSE):
Interest income		134			114			147
Interest expense		(864	)		(315	)		(247	)
Other		1,763			(883	)		1,533
Total other income (expense)		1,033			(1,084	)		1,433
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(3,303	)		(8,877	)		(8,749	)
PROVISION FOR INCOME TAXES (Note 12)		1,576			2,717			4,957
LOSS FROM CONTINUING OPERATIONS		(4,879	)		(11,594	)		(13,706	)
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations (net of applicable taxes of zero)		(3,529	)		(933	)		7,395
Gain on disposal of discontinued operations (net of applicable taxes of zero)		378			—			—
INCOME (LOSS) FROM DISCONTINUED OPERATIONS		(3,151	)		(933	)		7,395
NET LOSS	$	(8,030	)	$	(12,527	)	$	(6,311	)
NET LOSS PER SHARE:
Continuing operations
Basic and diluted	$	(0.20	)	$	(0.47	)	$	(0.56	)
Discontinued operations
Basic and diluted	$	(0.13	)	$	(0.04	)	$	0.30
Net loss per share
Basic and diluted	$	(0.33	)	$	(0.51	)	$	(0.26	)
WEIGHTED AVERAGE SHARES USED IN CALCULATION OF NET LOSS PER SHARE:
Basic and diluted		24,893			24,524			24,381

The accompanying notes are an integral part of the Consolidated Financial Statements.

47

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	December 31,
	2006			2005
ASSETS:
Current assets:
Cash and cash equivalents	$	6,445		$	14,196
Restricted cash		883			1,141
Receivables, net of allowance for doubtful accounts of $200 and $317 at December 31, 2006 and 2005, respectively
Trade accounts receivable (Note 5)		34,755			47,448
Unbilled receivables (Note 5)		24,807			35,791
Due from related parties and affiliates (Note 19)		3			15
Due from disposal of business (Note 4)		7,610			—
Deferred income taxes (Note 12)		118			—
Prepaid expenses and other current assets		3,798			1,998
Prepaid tax receivable and prepaid taxes		356			1,195
Assets held for sale		587			—
Total current assets		79,362			101,784
Property and equipment, net (Note 6)		2,779			3,642
Deferred income taxes, net (Note 12)		1,453			1,171
Goodwill (Note 10)		13,989			11,014
Other intangibles, net		293			312
Other assets		547			1,030
Total Assets	$	98,423		$	118,953
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Line of credit (Note 11)	$	1,038		$	2,975
Note payable		3,188			—
Accounts payable		17,224			27,876
Accrued expenses		13,867			22,480
Accrued employee compensation and benefits		6,545			5,390
Deferred revenue		119			1,020
Income taxes payable (Note 12)		2,082			2,891
Accrued restructuring current (Note 7)		949			1,072
Other current liabilities		597			310
Liabilities held for sale		263			—
Total current liabilities		45,872			64,014
Accrued restructuring noncurrent (Note 7)		87			492
Other liabilities		368			696
Total liabilities		46,327			65,202
Commitments and contingencies (Note 16)
Shareholders’ equity:
Preferred stock:
10,000 shares authorized; -0- shares issued and outstanding		—			—
Class A common stock; $.01 par value:
70,000 shares authorized; 25,803 shares issued and 25,644 shares outstanding and 20,485 shares issued and 20,326 shares outstanding at December 31, 2006 and 2005, respectively		258			205
Class B common stock; $.01 par value:
20,000 shares authorized; 0 shares and 4,428 shares issued and outstanding at December 31, 2006 and 2005, respectively		—			44
Paid-in capital		112,762			108,902
Accumulated deficit		(63,470	)		(55,440	)
Subtotal		49,550			53,711
Accumulated other comprehensive income — foreign currency translation adjustments		3,428			922
Treasury stock (159 shares)		(882	)		(882	)
Total shareholders’ equity		52,096			53,751
Total Liabilities and Shareholders’ Equity	$	98,423		$	118,953

The accompanying notes are an integral part of the Consolidated Financial Statements.

48

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
Years ended December 31, 2006, 2005 and 2004
(In thousands)

																	Note			Accumulated
																	Receivable			Other
	Preferred		Common Stock					Paid-in			Comprehensive			Accumulated			from			Comprehensive			Treasury
	Stock		Class A		Class B			Capital			Loss			Deficit			Shareholder			Income			Stock			Total
Balances at December 31, 2003		—		195		46			106,262						(36,602	)		(1,557	)		1,424			—			69,768
Exercise/issuance of stock options		—		5		—			1,410						—			—			—			—			1,415
Issuance of common stock		—		2		(2	)		101						—			—			—			—			101
Discharge of shareholder note		—		—		—			—						—			1,557			—			—			1,557
Net loss		—		—		—			—		$	(6,311	)		(6,311	)		—			—			—			(6,311	)
Other comprehensive income — foreign currency translation adjustments		—		—		—			—			2,057			—			—			2,057			—			2,057
Treasury stock		—		—		—			—						—			—			—			(882	)		(882	)
Comprehensive loss		—		—		—			—		$	(4,254	)		—			—			—			—			—
Balances at December 31, 2004		—		202		44			107,773						(42,913	)		—			3,481			(882	)		67,705
Exercise/issuance of stock options		—		3		—			561						—			—			—			—			564
Issuance of common stock		—		—		—			113						—			—			—			—			113
Stock-based compensation		—		—		—			455						—			—			—			—			455
Net loss		—		—		—			—			(12,527	)		(12,527	)		—			—			—			(12,527	)
Other comprehensive loss — foreign currency translation adjustments		—		—		—			—			(2,559	)		—			—			(2,559	)		—			(2,559	)
Comprehensive loss		—		—		—			—		$	(15,086	)		—			—			—			—			—
Balances at December 31, 2005		—		205		44			108,902						(55,440	)		—			922			(882	)		53,751
Exercise/issuance of stock options		—		3		—			600						—			—			—			—			603
Issuance of common stock		—		5		—			1,926						—			—			—			—			1,931
Release of restricted stock		—		1		—			(1	)					—			—			—			—			—
Stock-based compensation		—		—		—			1,335						—			—			—			—			1,335
Conversion of Class B Common Stock		—		44		(44	)		—						—			—			—			—			—
Net loss		—		—		—			—			(8,030	)		(8,030	)		—			—			—			(8,030	)
Other comprehensive income — foreign currency translation adjustments		—		—		—			—			2,506			—			—			2,506			—			2,506
Comprehensive loss		—		—		—			—		$	(5,524	)		—			—			—			—			—
Balances at December 31,2006		—	$	258		—		$	112,762					$	(63,470	)		—		$	3,428		$	(882	)	$	52,096

The accompanying notes are an integral part of the Consolidated Financial Statements.

49

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2006, 2005, and 2004
(In thousands)

	2006			2005			2004
Cash flows from operating activities:
Net loss	$	(8,030	)	$	(12,527	)	$	(6,311	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,567			2,921			2,702
Provision (recovery) for doubtful accounts		(25	)		744			147
Non-cash compensation		1,335			455			675
Loss from investments in joint ventures, net		—			15			446
Restructuring charge (reversal)		108			598			(1,198	)
Gain on disposal of businesses		(378	)		—			—
Changes in operating assets and liabilities:
Trade, unbilled, and other receivables		20,222			(10,506	)		(9,852	)
Accounts payable and accrued expenses		(21,820	)		11,195			6,233
Other current assets and liabilities		(1,445	)		1,406			1,365
Other non-current assets and liabilities		(2,597	)		(2,380	)		1,097
Net cash used in operating activities		(10,063	)		(8,079	)		(4,696	)
Cash flows from investing activities:
Purchases of property and equipment		(1,549	)		(2,398	)		(3,017	)
Proceeds from sale of property and equipment		—			61			30
Proceeds from sale of businesses		985			—			—
Business acquisitions and investments, net of cash acquired		461			(125	)		(360	)
Net cash used in investing activities		(103	)		(2,462	)		(3,347	)
Cash flows from financing activities:
Proceeds from issuance of common stock, net		—			113			100
Proceeds from sale of short-term investments		—			—			520
Proceeds from exercise of options		603			564			1,416
Decrease (increase) in restricted cash		299			(112	)		543
Proceeds from line of credit		17,823			5,439			21,003
Payments on line of credit		(19,894	)		(2,583	)		(22,859	)
Proceeds from note payable		4,200			—			—
Payments on note payable		(1,162	)		—			—
Net cash provided by financing activities		1,869			3,421			723
Effect of exchange rate changes on cash and equivalents		546			(614	)		307
Net decrease in cash and cash equivalents		(7,751	)		(7,734	)		(7,013	)
Cash and cash equivalents at beginning of period		14,196			21,930			28,943
Cash and cash equivalents at end of period	$	6,445		$	14,196		$	21,930
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	653		$	296		$	40
Income taxes	$	4,288		$	1,900		$	266

The accompanying notes are an integral part of the Consolidated Financial Statements.

50

Supplemental disclosures of non-cash investing and financing activities:

In December 2006, the Company purchased the net assets of Detron Belgium NV (“Detron Belgium”) in exchange for 505,313 shares of the Company’s class A common stock, par value $0.01 per share. The value of the class A common stock was approximately $1.9 million. As a result, common stock and additional paid in capital increased, offset by an increase in net assets of $0.3 million and goodwill of $1.6 million. The allocation of the purchase price to the net assets acquired was based on preliminary estimates and may change with the completion of the formal purchase price allocation process.

In December 2004, the Company purchased 159,209 shares of class A common stock from C. Thomas Faulders, III, the Company’s former Chief Executive Officer for a per share price of $5.54, recording treasury stock of approximately $0.9 million. The proceeds of the sale were applied in satisfaction of approximately $0.9 million of indebtedness under a loan agreement with the Company. The remaining balance on the note of approximately $0.7 million was deemed discharged, and is recorded above as non-cash compensation.

51

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2006, 2005 and 2004

Note 1.   Description of Operations and Basis of Presentation

LCC International, Inc., a Delaware corporation, was formed in 1983. Unless the context indicates otherwise, the terms the “Company”, “we”, “us”, and “our” refer herein to LCC International, Inc. and its subsidiaries.

The Company is an independent provider of integrated end-to-end solutions for wireless voice and data communications networks with offerings ranging from high level technical consulting, system design and optimization services, to deployment and ongoing operations and maintenance services. The Company has been successful in using initial opportunities to provide high level technical consulting services to secure later-stage system design and network optimization contracts. Engagements to provide design services also enable us to secure ongoing deployment as well as operations and maintenance projects. The Company’s technical consulting, system design and network optimization practices position it well to capitalize on additional opportunities as new technologies are developed and wireless service providers upgrade their existing networks, deploy the latest available technologies, and respond to changes in how customers use wireless services.

The accompanying consolidated financial statements include the results of LCC International, Inc. and its direct and indirect wholly-owned subsidiaries that provide services outside Europe, the Middle East and Africa (collectively the “Americas”) and the results of LCC United Kingdom Ltd., and its affiliated companies that provide services in Europe, the Middle East and Africa (collectively “EMEA”); and other non service related subsidiaries. LCC International, Inc. and its subsidiaries are collectively referred to as the “Company.” All material intercompany transactions and balances have been eliminated in the consolidated financial statements.

In the second quarter of 2006, the Company made the decision to sell the Company’s U.S. Network Deployment business, and in the fourth quarter of 2006, the Company entered into an agreement to sell its Brazilian subsidiary. The results of the U.S. Network Deployment business and the Brazilian operations are presented as discontinued operations for all periods in the consolidated financial statements included herein. See Note 4, Discontinued Operations.

Note 2.   Summary of Significant Accounting Policies

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the requirements of Form 10-K. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, long-term contracts, allowance for doubtful accounts, accrual of income taxes, recoverability of investments in affiliates and the accrual of restructuring charges. Actual results could differ from these estimates. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the consolidated financial statements.

Significant accounting policies are as follows:

Cash Equivalents and Restricted Cash  Cash equivalents include all highly liquid investments purchased with original maturities of three months or less and include overnight repurchase agreements, short-term notes, and short-term money market funds. Restricted cash is composed primarily of performance and or bid bonds in our EMEA region.

Concentration of Credit Risk  Financial instruments that potentially expose us to concentration of credit risk consist primarily of trade receivables. The Company sells services globally. Generally, the Company does not require collateral or other security to support customer receivables. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains a provision for doubtful accounts related to potential

52

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

credit losses. The Company had the following significant concentrations of trade receivables from customers located outside the United States at December 31, 2006 and 2005:

	2006		2005
	(in thousands)
Europe	$	10,206	$	10,702
Middle East/Africa	$	19,990	$	21,848
Asia-Pacific	$	288	$	589

The Company’s existing and potential customer base is diverse and includes start-up companies and foreign enterprises. The Company derived approximately 82.7%, 83.6% and 72.0% of its revenues from its ten largest customers for the years ended December 31, 2006, 2005 and 2004, respectively. These ten largest customers constituted 80.3%, 59.2% and 58.8% of our net receivable balance as of December 31, 2006, 2005 and 2004, respectively. The Company may be exposed to a declining customer base in periods of market downturns, severe competition, exchange rate fluctuations or other international developments.

In 2006, revenues from one customer in the EMEA segment were approximately $29.1 million or 22.4% of total revenues, and revenues from another customer in the EMEA segment were approximately $23.3 million or 17.9% of total revenues. Revenues from one customer in the Americas segment were approximately $11.0 million or 8.5% of total revenues in 2006. In 2005, revenues from one customer in the EMEA segment were approximately $31.2 million or 21.4% of total revenues, and revenues from another customer in the EMEA segment were approximately $31.1 million or 21.4% of total revenues. Revenues from one customer in the Americas segment were approximately $16.8 million or 11.5% of total revenues in 2005. In 2004, revenues from one customer in the Americas segment were approximately $16.5 million or 13.9% of total revenues, revenues from one customer in the EMEA segment were approximately $15.7 million or 13.2% of total revenues, and revenues from another customer in the EMEA segment were approximately $10.9 million or 9.2%.

Fair Value of Financial Instruments  The carrying amounts of financial instruments, including cash and cash equivalents, receivables, restricted cash, accrued expenses, and accounts payable, approximated fair value as of December 31, 2006 and 2005 because of the relatively short duration of these instruments. The carrying value of the borrowing facility approximated the fair value as the instrument included a market rate of interest.

Inventory  Inventories are stated at the lower of cost or market, net of an allowance for excess, slow-moving and obsolete inventory, and are included in prepaid expenses and other current assets in the accompanying consolidated balance sheet. Cost typically includes materials and equipment supplies and is on a first-in, first-out basis.

Property and Equipment  Property and equipment are stated at cost, less an allowance for depreciation. Replacements and major improvements are capitalized; maintenance and repairs are charged to expense as incurred. Purchases of individual items of property and equipment greater than or equal to $1,000 are capitalized.

Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets per the table below:

Computer equipment	3 years
Software	3 years
Furniture and office equipment	3 to 7 years
Leasehold improvements	Shorter of the term of the lease or estimated useful life
Vehicles	5 years

Impairment of Long-Lived Assets  The Company’s policy is to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Statement of Financial Accounting Standards (“SFAS”), SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets”, (“SFAS No. 144”). The Company recognizes an impairment loss

53

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. The measurement of the impairment losses to be recognized is based upon the difference between the fair value and the carrying amount of the assets.

Goodwill and Other Intangible Assets  Goodwill represents the excess of costs over fair value of assets of businesses acquired. The Company adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”, (“SFAS No. 142”), as of January 1, 2002. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144.

Investments in Affiliates  Equity investments with ownership interests of 20-50% are generally accounted for using the equity method of accounting, and investments of less than 20% ownership interest are generally accounted for using the cost method of accounting if the Company does not have significant influence over the entity. For equity method investments, the Company records its proportionate share of the investee’s net income or loss. Investments carried at cost are written down if circumstances indicate that the carrying amount of the investment may not be recoverable.

Revenue Recognition  The Company’s principal sources of revenues are technical consulting, engineering design and optimization and, in EMEA, network deployment services. The Company recognizes revenues from long-term fixed-price contracts using the percentage-of-completion method. Under the percentage-of-completion method, revenues are recognized based on the ratio of individual contract costs incurred to date on a project compared with total estimated contract costs. The Company compares costs incurred to date to progress achieved against project milestones to determine if the percentage of completion is reasonable. Anticipated contract losses are recognized as soon as they become known and estimable. The Company also recognizes revenues on time and materials contracts as the services are performed. Revenues earned but not yet billed are reflected as unbilled receivables in the accompanying consolidated balance sheets. The Company expects substantially all unbilled and billed receivables to be collected within one year.

Income Taxes  Income taxes are determined in accordance with SFAS No. 109, “Accounting for Income Taxes.” Under this statement, temporary differences arise as a result of the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Certain of the Company’s international operations are subject to local income taxation. Currently, the Company is subject to taxation on income from certain operations in Europe, Latin America, the Far East, the Middle East and the non-U.S. portions of North America where the Company has subsidiaries, has established branch offices or has performed significant services that constitute a “permanent establishment” for tax reporting purposes. Certain foreign taxes paid or accrued by the Company may represent a potential credit for the Company against our U.K. or U.S. federal income taxes.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109”, which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Company recognize the impact of a tax position in the Company’s financial statements if that position is more likely than not to be sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 are effective as of the beginning of the Company’s 2007 fiscal year, with the cumulative

54

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The adoption of FIN 48 is not expected to have a material impact on the Company’s consolidated financial statements.

Foreign Currency Translation  The Company’s foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The majority of the Company’s foreign sales transactions are denominated in Euros and British Pounds.

The financial statements of the Company’s foreign subsidiaries have been translated into U.S. dollars in accordance with SFAS No. 52, “Foreign Currency Translation.” For foreign operations with the local currency as the functional currency, assets and liabilities denominated in non-U.S. dollar functional currencies are translated using the period-end spot exchange rates. Revenues and expenses are translated at monthly-average exchange rates. The effects of translating assets and liabilities with a functional currency other than the reporting currency are reported as a component of accumulated other comprehensive income included in consolidated shareholders’ equity. The determination of functional currency is based on the subsidiary’s relative financial and operational independence from the Company.

The Company is also subject to foreign currency transaction gains or losses due to intercompany payables and receivables denominated in foreign currency. Foreign subsidiaries with amounts owed to or from the London operations at December 31, 2006 (denominated in Euros or Saudi Arabia Riyals) include Italy, Algeria and Saudi Arabia. Foreign subsidiaries with amounts owed to or from the McLean operations at December 31, 2006 (denominated in Euros or British Pounds) include Italy and the United Kingdom. For the year ended December 31, 2006 and 2005, these balances generated a foreign exchange gain of $1.4 million and a foreign exchange loss of $1.7 million, respectively, and are included in other income (expense) in the consolidated results of operations.

Use of Estimates  The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Share-Based Compensation  On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”). SFAS No. 123(R) requires companies to measure all employee share-based compensation awards using a fair value method and record such expense in the consolidated results of operations. The statement eliminates the ability to account for share-based compensation using the intrinsic value method as prescribed by the Accounting Principles Board, or APB, Opinion No. 25, “Accounting For Stock Issued to Employees.”

The Company adopted SFAS No. 123(R) using the modified prospective method, which requires the application of the accounting standard as of January 1, 2006. Under this application, the Company is required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, prior period amounts have not been restated. Prior to the adoption of SFAS No. 123(R), the Company accounted for share-based transactions using the intrinsic value method as prescribed by APB No. 25, and provided the disclosures required under SFAS 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (“SFAS No. 148”). Share-based compensation expense recognized since adoption is based on the value of the portion of the share-based payment awards that are ultimately expected to vest and reduced for estimated forfeitures. SFAS No. 123(R) requires the estimation of forfeitures when recognizing compensation expense. Estimated forfeitures should be adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change and which has an impact on the amount of unamortized compensation expense to be recognized in future periods. In the pro forma information required under SFAS No. 148 for the periods prior to 2006, forfeitures were accounted for as they occurred. See Note 14, Incentive Plans for further discussion of SFAS No. 123(R).

55

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Comprehensive Income (Loss)  Comprehensive income (loss) is defined as net income (loss) plus the changes in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under GAAP are included in comprehensive income (loss), but excluded from net income (loss). Other comprehensive income (loss) consists solely of foreign currency translation adjustments. Changes in components of other comprehensive income (loss) are reported net of income tax.

Reclassifications  Certain items in the prior period’s consolidated financial statements, included herein, have been reclassified to conform to the current period’s consolidated financial statement presentation.

Note 3.   New Accounting Standards

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of Statement of Financial Accounting Standards No. 115” (“SFAS No. 159”). SFAS No. 159 permits companies to choose to measure, on an instrument-by-instrument basis, financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option is elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for the Company as of the beginning of fiscal 2009 (January 1, 2009). The Company is in the process of determining the effect of the application of SFAS No. 159 on the Company’s consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158, “Employers Accounting for Defined Benefit Pension and other Postretirement Plans — an amendment of Statement of Financial Accounting Standards No. 87, 88, 106 and 132R” (“SFAS No. 158”). SFAS No. 158 requires an employer that is a business entity and sponsors one or more single-employer defined benefit plans to recognize the funded status of a benefit plan, measured as the difference between plan assets at fair value (with limited exceptions) and the benefit obligation, in its statement of financial position. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. Because the Company does not currently maintain any defined benefit plans, the application of SFAS No. 158 did not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, (“SFAS No. 157”) which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is still evaluating the impact of SFAS No. 157 on its consolidated financial statements, but does not believe the adoption of SFAS No. 157 will have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In September 2006, the Securities and Exchange Commission (“SEC”), released Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 provides guidance on the SEC’s views regarding quantifying the materiality of financial statement misstatements, including misstatements that were not material to prior years’ financial statements. The interpretations in SAB 108 are being issued to address diversity in practice in quantifying financial statement misstatements and the potential under current practice for the build up of improper amounts on the balance sheet. SAB 108 requires registrants to quantify misstatements using both a balance sheet approach and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. Upon initial application, SAB 108 permits a one-time cumulative effect adjustment to beginning retained earnings. The adoption of SAB 108 did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

56

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Company recognize the impact of a tax position in the Company’s financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 are effective as of the beginning of the Company’s 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The adoption of FIN 48 is not expected to have a material impact on the Company’s consolidated position, results of operations or cash flows.

Note 4.   Discontinued Operations

In 2006, the Company made the decision to sell a number of its business operations. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the operating results of these operations have been classified as discontinued operations in the accompanying consolidated statement of operations. All prior periods have been restated to reflect these operations as discontinued. In addition, assets and liabilities of these operations that were not sold as of December 31, 2006, were reflected as assets and liabilities held for sale in the accompanying consolidated balance sheet.

The revenue, gross margin and pre tax operating loss relating to the Company’s discontinued operations for the years ended December 31, 2006, 2005 and 2004 are as follows:

	December 31,
	2006			2005			2004
	(in thousands)
Revenue	$	14,838		$	48,331		$	74,492
Gross margin (loss)	$	(1,458	)	$	1,112		$	8,358
Loss from discontinued operations (net of applicable taxes of zero)	$	(3,529	)	$	(933	)	$	7,395
Gain on disposal of discontinued operations (net of applicable taxes of zero)		378			—			—
Total loss from discontinued operations	$	(3,151	)	$	(933	)	$	7,395

The Company recognized an after-tax gain of $922,000 upon completion of the sale of the U.S. Network Deployment business during the second quarter of 2006. In the third quarter and fourth quarter of 2006, the Company reduced its gain after tax on sale of the U.S. Network Deployment business by $59,000 and $485,000, respectively, related to the true-up of the unbilled receivables that were sold as part of the sale transaction.

The following businesses have been reflected as discontinued operations in the accompanying consolidated statements of operations for all periods presented:

Sale of U.S. Network Deployment Business

During the second quarter of 2006, the Company made the decision to sell the Company’s U.S. Network Deployment operations. The operations of the network deployment business in the U.S. consisted primarily of activities involved in the construction of cell sites and related preconstruction and post construction services (site acquisition, system design, etc.) that are directly related to and integral to the construction of cell sites for which the Company was contracted to construct. Where the Company performs certain preconstruction or post construction related activities that are not performed in connection with the Company’s construction of cell sites, revenues and expenses related thereto are included in the Company’s Radio Frequency engineering business in the Americas and are not considered network deployment services.

57

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Prior to this decision, the results of these operations were reported in the Americas segment. Nokia acquired certain assets, including all unbilled accounts receivable and certain fixed assets and assumed certain liabilities, contracts, and personnel associated with the U.S. Network Deployment business, for a total consideration of $10.2 million. The consideration included $985,000 of cash proceeds, with the remainder to be paid upon final settlement. At December 31, 2006, $7.6 million was due from Nokia in connection with this transaction.

Pursuant to the terms of the Asset Purchase Agreement, the Company entered into a non-competition agreement with Nokia and agreed not to engage in the business of providing network site deployment services in the United States for 18 months following the closing. “Network site deployment services” is defined as the performance of any network site deployment service, including site acquisition, site permitting and site construction, for clients in the United States where the provision of such services would, individually or in the aggregate, be competitive with network site deployment services currently provided by the U.S. Network Deployment business that was transferred. These restrictions do not prohibit the Company from engaging in such services provided the aggregate revenues received from these activities do not exceed 22.5% of the Company’s consolidated revenues.

For one year, the Company agreed not to hire or attempt to hire any of the Company’s employees transferred to Nokia, or otherwise encourage any transferred employee to leave the employ of Nokia. In addition, neither party will solicit or attempt to solicit any employee of the other party excluding an allowance for general advertisements for employment.

In conjunction with the sale, the Company entered into a loan agreement with Nokia whereby Nokia would advance up to a maximum of $4.2 million. In consideration for Nokia providing advances under the loan agreement, the Company accrued an initial fee of $0.2 million. Advances to the Company under the loan agreement will be repaid as Nokia collects, and remits to the Company, the unbilled accounts receivable transferred at closing. During 2006 the Company had received advances under this loan agreement, of approximately $4.2 million, which were used to repay amounts payable to vendors of the deployment business. The payments to these vendors were pre-approved by Nokia. During the period from closing of the transaction to December 31, 2006, Nokia applied $1.2 million of collections from transferred accounts receivables to the note payable. At December 31, the balance of the note payable was approximately $3.2 million. The loan is secured by the rights of the Company in certain unbilled accounts receivables which were sold to Nokia Inc. in the transaction, as well as by any amounts in the disbursement account established pursuant to the loan agreement. Such amount is recorded as a note payable in the consolidated financial statements. See also Note 11, Line of Credit and Notes Payable.

The Company also entered into a transition services agreement whereby the Company provides Nokia with transitional services for a period of up to 12 months. For such transitional services, Nokia pays the Company a monthly fee which escalates after the first six months and escalates further after nine months. During the year ended December 31, 2006, monthly fees billed under this agreement amounted to approximately $259,000 of which approximately $58,000 is outstanding at December 31, 2006.

As part of the Asset Purchase Agreement related to the sale of the U.S. Network Deployment business the Company is owed approximately $7.6 million at December 31, 2006, related to unbilled accounts receivable transferred to Nokia. This is reported in the accompanying financial statements as due from disposal of business. Nokia has disputed $0.5 million of unbilled accounts receivable related to a specific customer with total unbilled accounts receivable in the amount of $1.4 million.

58

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The revenue, gross margin and pre tax operating loss and gain on sale for the U.S. Network Deployment business for the years ended December 31, 2006, 2005 and 2004 are as follows:

	2006			2005			2004
	(in thousands)
Revenue	$	12,817		$	45,039		$	72,415
Gross margin (loss)	$	(1,094	)	$	396		$	8,228
Loss from discontinued operations (net of applicable taxes of zero)	$	(1,988	)	$	(758	)	$	7,846
Gain on disposal of discontinued operations (net of applicable taxes of zero)		378			—			—
Total loss from discontinued operations	$	(1,610	)	$	(758	)	$	7,846

Additionally, certain assets and liabilities related to the discontinued operations of the U.S. Network Deployment business are included in the accompanying consolidated balance sheet as of December 31, 2006 and are as follows:

	2006
	(in thousands)
Billed accounts receivable	$	183
Accounts payable	$	1,087
Accrued expenses	$	623

Sale of Brazilian Subsidiary

In July of 2006 the Company made the decision to sell or liquidate its Brazilian subsidiary, LCC do Brasil Ltda. (“LCCI Brazil”). LCCI Brazil provided mainly network deployment services and to a lesser degree RF engineering. RF engineering services include the design, optimization and performance improvement of wireless networks. In August 2006, after evaluating both options, the Company committed to a plan to sell LCCI Brazil to the management of the operation.

On October 27, 2006, the Company entered into a definitive Sale and Purchase Agreement (“Agreement”) with management, subject to approval of the Board of Directors of the Company. The Board of Directors of the Company approved the transaction on November 2, 2006. As a result of this decision, the Company will no longer operate in Brazil. Prior to this decision, the results of these operations were reported in the Americas segment.

Under the terms of the Agreement, the Company agreed to transfer 100% of the outstanding shares of LCCI Brazil. In consideration for this transfer, the management team agreed to assume certain liabilities and contractual obligations of the subsidiary. As a condition to entering into the Agreement, the Company agreed to assume the obligations for payroll related taxes in dispute and received payment terms from the Brazilian tax authorities that provide for the payment of such obligations in monthly payments including interest over periods of 120 months and 130 months. For the year ended December 31, 2006, the Company has recorded in discontinued operations a charge of $0.4 million, representing the net present value of the obligation related to the severance related payroll taxes due to the Brazilian tax authority.

The Company had not recognized these taxes as a liability and had reported this as a contingent liability initially, as the Company and its legal counsel believed it had a strong case that it was not subject to the withholding tax and that it would prevail on appeal. Previously, while the amount of liability was estimable it was not considered probable that a liability had been incurred. As a result of entering into the Agreement during the fourth quarter of fiscal year 2006 and agreeing to assume this tax liability, the Company recorded the net present value of this obligation.

59

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On November 12, 2007, the Company received notice from the buyers that they have decided not to proceed with the acquisition of LCCI Brazil. The Company is looking at other alternatives including the opportunity to sell to another interested party. See also Note 21, Subsequent Events.

The revenue, gross margin and pre tax operating loss for LCCI Brazil for the years ended December 31, 2006, 2005 and 2004 are as follows:

	2006			2005			2004
	(in thousands)
Revenue	$	2,021		$	3,292		$	2,077
Gross margin	$	(364	)	$	716		$	130
Loss from discontinued operations (net of applicable taxes of zero)	$	(1,541	)	$	(175	)	$	(451	)

Additionally, certain assets and liabilities related to LCCI Brazil included in the accompanying consolidated balance sheet as of December 31, 2006 are as follows:

	2006
	(in thousands)
Cash and cash equivalents	$	50
Other receivables		418
Other current assets		65
Fixed assets, net		54
Assets held for sale	$	587
Accounts payable	$	84
Accrued employee compensation and benefits		113
Other accrued expenses		66
Liabilities held for sale	$	263

Note 5.   Accounts Receivable

The Company is party to various long-term contracts for which revenues are recognized on the percentage-of-completion method. Certain of these contracts have large amounts of unbilled receivables associated with them and will be performed over a period of more than one year. As of December 31, 2006 and 2005, the Company had $2.0 million and $1.3 million, respectively, billed but not paid by customers under retainage provisions in contracts. As of December 31, 2006 and 2005, the Company had $18.3 million and $26.8 million billed, respectively, and $9.3 million and $13.3 million unbilled but anticipated to be billed within one year, respectively.

60

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6.   Property and Equipment

At December 31, 2006 and 2005, property and equipment consisted of the following:

	2006			2005
	(in thousands)
Computer equipment	$	15,417		$	16,252
Software		5,806			4,813
Furniture and office equipment		12,706			11,984
Leasehold improvements		1,667			1,613
Vehicles		136			139
Property and equipment		35,732			34,801
Less accumulated depreciation and amortization		(32,953	)		(31,159	)
Property and equipment, net	$	2,779		$	3,642

Depreciation and amortization expense for the year ended December 31, 2006 and 2005, was $2.4 million and $2.8 million, respectively.

Note 7.   Restructuring Charge

During 2002, the Company recorded a restructuring charge of $13.5 million primarily associated with lease terminations and other facility closing costs in our McLean and London offices, and severance costs associated with the involuntary separation of approximately 140 employees. The restructuring plan was in response to the low utilization of professional employees caused by the completion of several large fixed-price contracts and the difficulty in obtaining new contracts as a result of the slowdown in wireless telecommunications infrastructure spending. Of this total charge, approximately $12.5 million related to excess office space and $1.0 million related to severance costs. Included in the total charge was $0.3 million related to discontinued operations.

During 2004, the Company reversed $1.2 million of the payable due to reoccupied office space in McLean, Virginia and a decrease in the estimated time period expected to sublease space in our McLean and London offices.

During 2005, the Company recorded a net restructuring charge of $0.6 million, which included $0.2 million of charges related to discontinued operations. This charge included $0.8 million in severance termination benefits and costs associated with the involuntary employee separation of approximately 48 employees in North America and Asia-Pacific, $0.1 million associated with closing facilities and disposing of assets, and a reduction of $0.3 million due to reoccupied space in the Company’s McLean office that was previously included in the reserve.

During the second quarter of 2006, the Company had an additional $0.1 million charge related to an increase of the operating expenses in our McLean office and a change on the estimated sublease income in our London office.

Substantially all the activities related to these restructuring charges have been completed. However, the Company continues to be obligated under facility leases that expire from 2007 through 2014. The accrual of approximately $1.0 million remaining at December 31, 2006 relates to remaining obligations through the year 2014 associated with offices exited or downsized, offset by the Company’s estimates of future income from sublease agreements. The restructuring charge calculation assumes as of December 31, 2006 that the Company will receive $3.3 million in sublease income, all of which is committed.

61

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the restructuring activities is as follows:

	Severance			Facilities			Total
	(In thousands)
Restructuring payable as of December 31, 2003	$	—		$	6,335		$	6,335
Reversal for reoccupied space		—			(1,166	)		(1,166	)
Charges against the provision:
Payments for excess office space, net of sublease income		—			(2,131	)		(2,131	)
Leasehold improvements and other assets written-off		—			(214	)		(214	)
Other		—			77			77
Restructuring payable as of December 31, 2004		—			2,901			2,901
Restructuring charge		752			176			928
Reversal for reoccupied space		—			(330	)		(330	)
Restructuring charge (recovery)		752			(154	)		598
Charges against the provision:
Payments for excess office space, net of sublease income		—			(960	)		(960	)
Severance and associated costs paid		(730	)		—			(730	)
Leasehold improvements and other assets written-off		—			(37	)		(37	)
Other		—			(208	)		(208	)
Restructuring payable as of December 31, 2005		22			1,542			1,564
Restructuring charge		—			108			108
Reversal of excess severance		(19	)		—			(19	)
Charges against the provision:
Payments for excess office space, net of sublease income		—			(645	)		(645	)
Other		—			27			27
Restructuring payable as of December 31, 2006	$	3		$	1,032		$	1,035

At December 31, 2006 and 2005, the restructuring payable was classified as follows:

	2006		2005
	(in thousands)
Accrued restructuring current	$	948	$	1,072
Accrued restructuring		87		492
Accrued restructuring total	$	1,035	$	1,564

Note 8.   Investments

On March 12, 1996, the Company made an equity investment in NextWave Telecom totaling $5.0 million. In connection with this investment, the Company had obtained a commitment from NextWave Telecom for the purchase of services and products aggregating approximately $50.0 million over the subsequent five-year period. In the first quarter of 1997, Nextwave Telecom sought court protection under Chapter 11 of the U.S. Bankruptcy Code. As a result, the Company fully reserved its exposure at December 31, 1996, recording an other than temporary impairment in the Company’s investment, a reserve against receivables from Nextwave Telecom and a reserve for accruals for work that the Company was obligated to perform. On March 23, 2005, the Company agreed to settle its rejection damages claims against NextWave Telecom by executing a Network Deployment Agreement whereby

62

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NextWave Telecom agreed to engage the Company to perform $30.0 million of radio frequency engineering and system deployment services over three years in future markets, commencing with Las Vegas. Following the sale of the Company’s U.S. Network Deployment business in 2006, this amount was reset as $10.0 million over a 10-year period beginning September 1, 2006 to account for the portion of the $30.0 million that covered engineering services. In the second quarter of 2005, the Company also received a cash payment of approximately $0.6 million from NextWave Telecom for the exercise of all warrants held by the Company. The exercise was made in accordance with the terms of NextWave Telecom’s reorganization plan under the bankruptcy proceedings.

On August 4, 2003 the Company closed an investment in a newly created entity based in Beijing, China, LCC Bright Oceans Communication Consulting Co. Ltd. (“LCC/BOCO”). The Company contributed approximately $1.1 million for a 49.0% share of LCC/BOCO’s registered capital. Bright Oceans Inter-Telecom Corporation, a Chinese publicly traded network management and systems integrator (“BOCO”), contributed approximately $1.1 million to hold the remaining 51.0% of LCC/BOCO’s registered capital. The Company’s investment in LCC/BOCO was accounted for using the equity method of accounting. The Company recorded equity losses of $0.1 million and $0.3 million, during the years ended December 31, 2005 and 2004, respectively, all of which was recorded in other expense. The Company recorded an impairment charge of $0.2 million during the year ended December 31, 2004. LCC/BOCO advised the Company that it made a strategic decision to exit the wireless telecommunications infrastructure services business. As a result, in the fourth quarter 2005, the joint venture was dissolved and selected projects and employees were transferred to the Company’s wholly-owned Chinese subsidiary. At December 31, 2006 and 2005, included in other receivables was approximately $0.1 million and $0.4 million, respectively, relating to the distribution of the assets and cash remaining in the joint venture.

In April 2003, the Company formed LCC Wireless Communications España S.A. (“LCC España”), as a subsidiary organized under the laws of Spain. At the time of formation, 30% of the equity shares of LCC España were owned by an unaffiliated local construction firm, Insyte Instalaciones, S.A. (“Insyte”). In late September 2004, the Company redeemed Insyte’s interest in LCC España in consideration for approximately $17,000 in payments to Insyte. As a result, LCC España became a wholly-owned subsidiary of the Company.

Note 9.   Business Combinations

On December 29, 2006, the Company completed the purchase of Detron Belgium, a provider of technical services to the telecommunications industry in Belgium and Luxembourg, for $1.9 million pursuant to a share purchase agreement. The purchase consideration for all the outstanding shares of Detron Belgium was 505,313 shares of the Company’s common stock. The number of shares issued under the share purchase agreement was determined by dividing the purchase price by the average of the closing price of the Company’s common stock for the ten days prior to December 14, 2006. The acquisition was accounted for under the purchase method of accounting. Goodwill totaling $1.6 million was recorded on acquisition based on a preliminary purchase price allocation by management. Goodwill is recognized as the excess purchase price over the fair value of net assets acquired. The portions of the purchase price allocation that are not yet finalized relate to the valuation of intangible assets which may include trade names, customer lists and backlog. The preliminary purchase price allocation, including the allocation of goodwill, will be updated as additional information becomes available. The transaction closed on December 29, 2006, therefore the effect of this preliminary allocation to goodwill was immaterial to the Company’s consolidated results of operations for the year ended December 31, 2006. The Company did not present pro forma information as this acquisition was immaterial to the Company’s consolidated results of operations and financial position. The goodwill recorded is not deductible for U.S. tax purposes.

In connection with the Detron Belgium purchase transaction, the Company entered into a Management Services Agreement with Exicom BVBA, one of the parties to the transaction, whereby Exicom BVBA would continue to provide management transition services for a period of three months after completion of the purchase, at an estimated maximum cost of approximately $68,000.

63

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On July 9, 2002, the Company acquired 51% of the outstanding shares of Detron LCC Network Services B.V., (“Detron Netherlands”), a newly formed corporation organized under the laws of the Netherlands. Westminster Capital B.V. (“Westminster”) transferred the remaining 49% of the shares to Detron Corporation B.V. (successor to Westminster). On June 1, 2005, LCC United Kingdom Limited (“LCC UK”), a wholly-owned subsidiary of the Company, exercised its option to purchase the remaining 49% interest in the share capital of Detron Netherlands. LCC UK paid approximately $246,000 for the 49% interest which included a purchase price of approximately $126,000 plus $121,000 in management fees. In addition, the share purchase agreement for the additional interest included the requirement that Detron Netherlands repay Detron Corporation B.V. approximately $529,000 in outstanding loans made to Detron Netherlands. LCC UK currently owns 100% of Detron Netherlands. The acquisition was recorded under the purchase method of accounting, and therefore Detron Netherlands’ results have been included in the consolidated financial statements since the date of acquisition. Goodwill recognized in the acquisition amounted to $2.5 million. Other intangible assets acquired amounted to $0.5 million. Other intangible assets, including backlog, customer relationships, and the Detron trade name, are amortized over two to five years depending on the estimated remaining useful lives. The Company did not present pro forma information as this acquisition was immaterial to the Company’s consolidated results of operations and financial position. Goodwill recorded is not deductible for tax purposes.

Note 10.   Goodwill and Intangibles

As of December 31, 2006 and 2005, goodwill and other acquired intangible assets consisted of the following:

	2006			2005
	(in thousands)
Goodwill	$	13,989		$	11,014
Other intangibles:
Customer relationships	$	1,098		$	974
Trade names		205			186
Patents		28			—
Organizational cost		223			29
Accumulated amortization		(1,261	)		(877	)
Other intangibles	$	293		$	312

Goodwill increased by $3.0 million in 2006. Goodwill totaling $1.6 million was recorded on the acquisition of Detron Belgium. See Note 9, Business Combinations. The remaining increase of $1.4 million was due to the foreign currency translation effect on goodwill balances maintained in British Pounds and Euros. Amortization expense was $0.3 million, $0.2 million and $0.3 million for the years ended December 31, 2006, 2005 and 2004, respectively. The Company performed its annual impairment review in the fourth quarter of 2006. No impairment in goodwill was noted.

Note 11.   Line of Credit and Notes Payable

In June 2006, Detron Belgium, which the Company acquired on December 29, 2006, entered into a credit agreement with ING bank. Under this agreement, Detron Belgium may borrow approximately $36,000 annually, which amount was advanced to the Company at an interest rate of 4.8% per year. This is repayable in twelve monthly payments, the final payment being due in July 2007. In December 2006, Detron Belgium entered into a credit agreement with ING bank. Under this agreement, Detron Belgium may borrow annually up to approximately $66,000, which amount was advanced to the Company at an interest rate of 5.6% per year, repayable in twelve monthly payments, the final payment being due in December 2007. As of December 31, 2006, Detron Belgium had $0.1 million outstanding under these lines of credit.

64

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As discussed in Note 4, Discontinued Operations, in connection with the sale of the U.S. Network Deployment business, the Company entered into a loan agreement with Nokia, whereby Nokia would advance up to a maximum of $4.2 million. Advances to the Company under the loan agreement will be repaid as Nokia collects, and remits to the Company, the unbilled accounts receivable transferred at closing. In consideration for Nokia providing advances under the loan agreement, the Company accrued an initial fee of $0.2 million as interest expense. As of December 31, 2006 the Company had received advances of approximately $4.2 million. Collections by Nokia of $1.2 million of the unbilled accounts receivable transferred at closing have been applied to the note payable reducing the balance to $3.2 million at December 31, 2006. This amount is classified as a note payable in the accompanying consolidated financial statements. The loan is secured by the rights of LCC International, Inc. and LCC Wireless Design Services, LLC in certain unbilled accounts receivable which were sold to Nokia in the transaction, as well as by any amounts in the disbursement account established pursuant to the loan agreement. The loan was repaid in full as of June 30, 2007.

On July 18, 2005, the Company entered into a financing agreement with Commerce Funding Corporation, (“CFC”), a Wells Fargo company. Under this agreement the Company could elect to transfer certain accounts receivable to CFC in exchange for cash. CFC had the right to determine, in its sole discretion, the amount of cash, if any, it was willing to advance with respect to any specified account receivable, which amount shall not have exceeded 80% of the face amount of the receivable presented. Interest on the advances was at the prime rate as reported in The Wall Street Journal.

As of December 31, 2006, the maximum funding available under this agreement with CFC was $5.0 million. At December 31, 2006 and 2005, the Company had approximately $0.9 million and $3.0 million outstanding under this financing agreement. Advances made to the Company were utilized for working capital purposes, including the payment of amounts owed to subcontractors under certain customer contracts where the payments from the customer have been delayed or are otherwise not yet due. Total interest expense for the years ending December 31, 2006, 2005 and 2004 was approximately $864,000, $315,000 and $247,000, respectively. Of these amounts, approximately $631,000, $272,000 and $0, for the years ending December 31, 2006, 2005 and 2004, respectively, was attributable to interest and fees arising from the Company’s financing arrangement with CFC. On March 9, 2007, the Company terminated this agreement.

In 2003, Detron Netherlands established a line of credit with NMB-Heller N.V. (“NMB”), collateralized by Detron Netherland’s outstanding receivables. The agreement provides for NMB to advance up to 75% of the receivables balance. There is no maximum on the amount of receivables Detron Netherlands can assign to NMB. Detron Netherlands must repay the advances from NMB within 90 days or upon customer payment, whichever occurs first. Interest on the advance payments will be calculated at a rate equal to NMB’s overdraft base rate plus 2%, subject to a minimum of 5.75% per year. The agreement has an initial term of two years and can be extended. As of December 31, 2004 Detron Netherlands had $0.1 million outstanding under the line of credit at an interest rate of 5.75%. This line of credit was terminated in the first quarter of 2005.

65

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 12.   Income Taxes

The provision for income taxes consists of the following:

	2006			2005			2004
	(in thousands)
Current:
Federal	$	(1,535	)	$	(631	)	$	—
State and local		75			160			215
Foreign		3,324			3,188			936
		1,864			2,717			1,151
Deferred:
Federal		1,148			—			3,216
State and local		—			—			590
Foreign		(1,436	)		—			—
		(288	)		—			3,806
Total	$	1,576		$	2,717		$	4,957

The 2006, 2005, and 2004 income tax provisions related to operations do not include tax benefits of $0, $0 and $0, respectively, related to exercising stock options which were recorded directly to paid-in capital.

Loss before income taxes includes the following components:

	2006			2005			2004
	(in thousands)
Domestic	$	(14,161	)	$	(15,457	)	$	(8,312	)
Foreign		10,858			6,580			(437	)
Total	$	(3,303	)	$	(8,877	)	$	(8,749	)

A reconciliation of the statutory federal income tax provision and the effective income tax provision for the years ended December 31, 2006, 2005 and 2004 follows:

	2006			2005			2004
	(in thousands)
Tax provision at statutory federal income tax rate	$	(1,156	)	$	(3,107	)	$	(3,062	)
Effect of:
State and local income taxes, net of federal tax benefit		(507	)		(359	)		523
Foreign tax and tax credits		(2,285	)		300			(853	)
Non deductible expenses and permanent items		744			106			905
Federal refund		—			(512	)		—
Change in valuation allowance		6,349			2,912			8,206
Expiration of foreign tax credits		—			2,568			—
Release of federal tax reserve		(1,565	)		—			—
Other		(4	)		809			(762	)
Effective income tax provision	$	1,576		$	2,717		$	4,957

66

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at December 31, 2006 and 2005 are presented below:

	2006			2005
	(in thousands)
Deferred tax assets:
Accrued compensation	$	392		$	665
Accrued expenses		609			625
Foreign tax credit carry-forward		1,749			481
Research tax credit carryover		340			340
Alternative minimum tax credit		276			276
Net operating loss carry-forward		22,618			16,593
Unrealized foreign exchange gain		—			246
Property and equipment		436			—
Other		60			79
Total gross deferred tax assets		26,480			19,305
Less valuation allowance		(24,459	)		(17,283	)
Deferred tax assets net of valuation allowance		2,021			2,022
Deferred tax liabilities:
Property and equipment		—			(730	)
Deferred revenue		(144	)		(144	)
Unrealized foreign exchange loss		(440	)		—
Total gross deferred liabilities		(584	)		(874	)
Net deferred tax assets	$	1,437		$	1,148

The components giving rise to the net deferred tax assets described above have been included in the accompanying balance sheet as of December 31, 2006 and 2005 as follows (in thousands):

	2006			2005
	(in thousands)
Current liability		(16	)		23
Non-current asset		1,453			1,171
	$	1,437		$	1,148

At December 31, 2006, the Company had foreign tax credit carry-forwards for U.S. tax purposes of $0.5 million, which expire between 2009 and 2010; a research and development credit of $0.3 million; and an alternative minimum tax credit carryover of $0.3 million. The Company had U.S. operating loss carry-forwards of $44.3 million, which expire beginning in 2023. The Company also had $18.7 million of foreign net operating loss carry-forwards, some of which expire beginning in 2007 and some of which can be carried forward indefinitely, subject to certain restrictions. In addition, the Company had foreign tax credit carry-forwards of $1.3 million for foreign tax purposes that do not expire.

The net federal tax benefit of $0.4 million primarily relates to the release of a tax reserve for interest and penalties on certain deductions claimed in connection with the sale of Microcell towers in a previous period. The Company reversed the prior year entry to tax expense because the statute of limitations for these deductions closed in 2006.

67

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Foreign income tax expense is generated from business conducted in countries where the Company has subsidiaries or has established branch offices or has performed significant services that constitute a “permanent establishment” for tax reporting purposes. Foreign income tax also includes withholding tax on projects in countries where the Company does not have a registered presence.

In determining the tax valuation allowances, management considers whether it is likely that some portion of the deferred tax assets will be realized. Based on the Company’s financial results for the year ended December 31, 2006, projected future taxable income and tax planning strategies, the Company increased its valuation allowance on foreign and domestic net operating loss carry-forwards and other deferred tax assets by $7.0 million.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods when the benefit remains available and in those countries where the assets can be used. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

No provision was made in 2006 for income taxes or foreign withholding taxes on the undistributed earnings of the foreign subsidiaries, as it is the Company’s intention to utilize those earnings in the foreign operations for an indefinite period of time or to repatriate such earnings only when tax effective to do so. It is not practicable to determine the amount of income or withholding tax that would be payable upon the remittance of those earnings. The Company does not believe that repatriating the undistributed earnings of its foreign subsidiaries would have a material tax effect.

Note 13.   Health and Retirement Plans

The Company has a defined contribution profit sharing plan under Section 401(k) of the Internal Revenue Code that provides for voluntary employee contributions of 1.0% to 6.0% of compensation for the Company’s U.S. employees. After six months of employment the Company makes a matching contribution of 50.0% of an employee’s contribution up to 6.0% of each employee’s compensation. The Company’s contributions and other expenses associated with the plan were approximately $0.3 million, $0.3 million, and $0.4 million for the years ended December 31, 2006, 2005 and 2004, respectively.

The Company’s subsidiary, LCC UK, has a defined contribution pension plan under Chapter 1 Part XIV of the Income and Corporation Taxes Act, 1988. The plan provides for voluntary employee contributions of 1.0% to 5.0% of an employee’s base salary. It is available to all full-time employees who have completed their three-month probation period. The Company contributes 5.0% of an employee’s base salary and matches the employee’s contribution up to 5.0%. Contributions and other expenses related to this plan were approximately $0.1 million, $0.1 million and $0.1 million for the years ended December 31, 2006, 2005 and 2004, respectively.

LCC UK’s subsidiary, LCC Deployment Services UK Ltd., has a defined contribution pension plan under Chapter 1 Part XIV of the Income and Corporation Taxes Act, 1988. The plan provides for voluntary employee contributions of 4.0% of an employee’s base salary. It is available to all full-time employees who have completed their three-month probation period. The Company contributes 8.0% of an employee’s base salary. Contributions and other expenses related to the plan were approximately $0.2 million, $0.2 million and $0.2 million for the years ended December 31, 2006, 2005 and 2004, respectively.

LCC UK’s subsidiary, LCC Italia S.R.L. (“LCC Italia”), has two statutory defined contribution pension plans and one voluntary plan for directors of LCC Italia. The contributions are in accordance with the National Contract Agreement. LCC Italia contributions and related expenses to these plans were approximately $1.1 million, $1.2 million and $0.8 million for the years ended December 31, 2006, 2005 and 2004 respectively.

Detron Netherlands has pension plans in accordance with statutory labor agreements. In 2005 and 2004, Detron Netherlands was under the Kleinmetaal labor agreement. This agreement provides that all employees over the age of twenty-five and the employer are obliged to contribute to an old-age scheme and to a pre-pension scheme.

68

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Under the old-age scheme the employee and the employer must each contribute 8.5% of each employee’s gross salary. Under the pre-pension scheme the employee and the employer must each contribute 4.2% of gross salary. Contributions to these two plans in 2006, 2005 and 2004 were approximately $0.5 million, $0.5 million and $0.5 million, respectively.

The Company’s U.S. group health benefits are self-insured for claims up to $0.1 million, per participant per plan year. The Company carries stop-loss coverage for claims in excess of $0.1 million per participant, per plan year, and also aggregate stop loss for multiple claims in excess of this limit in a plan year.

Characteristics of the Company’s non-U.S health benefits vary by region.

Note 14.   Incentive Plans

Description of Share-based Compensation Plans:

At December 31, 2006, the Company has one active employee share-based compensation plan, the Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”), and one inactive share-based compensation plan, the Directors Stock Option Plan (the “Directors Plan”), which are described below. In addition, the Company had established an Employee Stock Purchase Plan (“ESPP”) which was terminated effective December 31, 2005, and is also described below.

Equity Incentive Plans:

Equity Incentive Plan — The Company’s Equity Incentive Plan provides for awards of both incentive stock options and non-qualified stock options, as well as the grant of cash bonuses, restricted shares of stock, stock appreciation rights, restricted stock, stock units and dividend equivalent rights to the Company’s employees or employees of any of the Company’s subsidiaries and directors of the Company. As of December 31, 2006, the Equity Incentive Plan had available for issuance approximately 0.9 million shares of common stock. Stock options are granted with an exercise price equal to the market value on the date prior to the grant (or 110% of the market value in the case of an incentive stock option granted to an optionee beneficially owning more than 10% of the outstanding common stock) and generally expire ten years from the grant date (or five years in the case of an incentive stock option granted to an optionee beneficially owning more than 10% of the outstanding common stock). Options may be exercised at any time after grant, except as otherwise provided in the particular option agreement. There is also a $100,000 limit on the value of common stock (determined at the time of grant) covered by incentive stock options that first became exercisable by an optionee in any year and a 500,000 share limit as to the maximum number of shares of common stock that can be awarded to an individual per calendar year pursuant to an option. Unless otherwise provided in the option agreement, options vest in full immediately prior to a change in control.

Directors Plan — The Directors Plan provided for the grant to directors of options to purchase shares of class A common stock. The Directors Plan also provided for annual grants of options to purchase up to 250,000 shares of class B common stock to directors who were eligible to hold such shares. However, pursuant to the terms of the Directors Plan, the final annual grant of such options occurred in 2000. Options granted to directors eligible to hold class B common stock expire no later than the fifth anniversary of the date of grant and options granted to directors who are not eligible to hold class B common stock expire no later than the tenth anniversary of the date of grant. The Company’s directors are also entitled to receive option grants under the Equity Incentive Plan in an amount determined at the discretion of the board of directors.

Employee Stock Purchase Plan — The Company established the ESPP in 1997 which authorized the issuance of up to 860,000 shares of class A common stock. The ESPP permitted eligible employees to purchase shares of class A common stock at a 15% discount to fair market value as determined by the plan. Rights to purchase shares were deemed granted to participating employees as of the beginning of each applicable period, as specified by the Compensation and Stock Option Committee of the Company’s Board of Directors. The purchase price for each

69

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

share was not less than 85% of the fair market value of the share of class A common stock on the first or last trading day of such period, whichever is lower. In April 2005, the Company’s Board of Directors voted to terminate the ESPP effective December 31, 2005. Under the ESPP, during the years ended December 31, 2005 and 2004, the Company issued 42,424 and 28,606 shares, respectively. During the years ended December 31, 2005 and 2004, compensation cost of approximately $23,000 and $21,000, respectively, would have been recognized under SFAS No. 123 for the fair value of the employees’ purchase rights, and is included in the pro forma net loss calculation. See Proforma Information for Periods Prior to the Adoption of SFAS No. 123(R) below.

The Dean J. Douglas Employment Inducement Plan — The Dean J. Douglas Employment Inducement Plan established in 2006 provided for the grant of stock options to Dean J. Douglas to induce him to accept employment with the Company as President and Chief Executive Officer.

Impact of the Adoption of SFAS No. 123(R):

The Company adopted SFAS No. 123(R) using the modified prospective method beginning January 1, 2006. Under this application, the Company recorded compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remained outstanding at the date of adoption. Accordingly, during 2006, the Company recorded stock-based compensation expense for awards granted prior to, but not yet vested at January 1, 2006, as if the fair value method required for pro forma disclosure under SFAS No. 123 were in effect for expense recognition purposes, adjusted for estimated forfeitures.

The Company has recognized compensation expense for all awards granted, with the exception of market based awards, based on the estimated grant date fair value method using the Black-Scholes option pricing model. For market based awards, compensation expense was estimated under a lattice model using a Monte Carlo Simulation. The determination of the fair value of share-based payment awards on the date of grant using these models are affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends.

SFAS No. 123(R) requires that share-based compensation expense be based on awards that are ultimately expected to vest, therefore share-based compensation for the year ended December 31, 2006 has been reduced for estimated forfeitures. SFAS No. 123(R) requires the estimation of forfeitures when recognizing compensation expense. Estimated forfeitures should be adjusted over the requisite service period in the event that actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change and which has an impact on the amount of unamortized compensation expense to be recognized in future periods. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest.

Prior to adopting SFAS No. 123(R) tax benefits, if any, resulting from the exercise of stock options were included in operating cash flows in the consolidated statement of cash flows. SFAS No. 123(R) requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. This requirement reduces net operating cash flows and increases net financing cash flows in periods after adoption. Total cash flows will remain unchanged from what would have been reported under prior accounting rules. There are no tax benefits, excess or otherwise for the year ended December 31, 2006, and therefore there is no impact on the accompanying Condensed Consolidated Statements of Cash Flows.

The adoption of SFAS No. 123(R) increased the losses from continuing and discontinued operations before income taxes for the year ended December 31, 2006 by $719,512 and $6,329, respectively, and increased the net loss for the year ended December 31, 2006 by $725,841. The adoption of this standard had no impact on the

70

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

provision for income taxes due to the valuation allowance for U.S. deferred tax assets due to the history of operating losses of our U.S. operations. As a result of the adoption of SFAS No. 123(R), basic and diluted loss per share from continuing operations was increased by $0.03 per share for the year ended December 31, 2006. There was no change in loss per share from discontinued operations.

The amount of cash received from the exercise of share-based awards granted during the year ended December 31, 2006, 2005 and 2004 was $0.6 million, $0.6 million and $1.2 million, respectively.

The Company has recognized compensation expense for continuing operations for all options and restricted stock units for the year ended December 31, 2006 as follows:

						Non-
						Reportable
	Americas			EMEA		Segments		Total
	(in thousands)
Cost of Revenues	$	33		$	12	$	—	$	45
Sales and Marketing		13			14		—		27
General and Administrative		18			76		124		218
Q1 2006		64			102		124		290
Cost of Revenues		27			25		—		52
Sales and Marketing		23			28		9		60
General and Administrative		66			90		269		425
Q2 2006		116			143		278		537
Cost of Revenues		30			28		—		58
Sales and Marketing		7			30		17		54
General and Administrative		(44	)		98		306		360
Q3 2006		(7	)		156		323		472
Cost of Revenues		—			13		—		13
Sales and Marketing		9			8		15		32
General and Administrative		(34	)		1		8		(25	)
Q4 2006		(25	)		22		23		20
Cost of Revenues		90			78		—		168
Sales and Marketing		52			80		41		173
General and Administrative		6			265		707		978
Total 2006	$	148		$	423	$	748	$	1,319

Valuation Assumptions:

The fair value of stock options granted to employees is estimated on the date of the grant using either the Black-Scholes option pricing model or a lattice model using a Monte Carlo Simulation. The Black-Scholes option pricing model was developed to estimate the fair value of freely tradable and fully transferable options without vesting restrictions, which differ from the Company’s stock option program. Both models require considerable judgment, including assumptions regarding future stock price volatility and expected time to exercise, which greatly affect the calculated value of stock option grants. Expected volatility is estimated using the historical volatility of the Company’s common stock over the expected term of the options. If new or different information that would be useful in estimating expected volatility becomes available, this may be incorporated into future

71

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

estimates. The risk-free interest rates that are used in the option pricing models are based on the U.S. Treasury security rate with remaining terms similar to the expected terms on the options.

The fair value of share-based awards estimated on the date of the grant using the Black-Scholes option pricing model were calculated using the following weighted-average assumptions:

	2006	2005	2004
Expected dividend yield	0%	0%	0%
Risk-free interest rate	5.65%	4.25% to 4.40%	4.00% to 4.40%
Expected life	3-7 years	3-7 years	3-7 years
Volatility	75%	40% to 60%	38% to 98%

The fair value of share-based awards estimated on the date of the grant using a lattice model with a Monte Carlo Simulation were calculated using the following weighted-average assumptions:

	2006	2005
Expected dividend yield	0%	0%
Risk-free interest rate	4.3%- 5.3%	4.5%
Expected life	2.0 to 6.0 years	2.5 to 5.5 years
Volatility	55%-75%	78%

Compensation cost attributable to the Company’s ESPP plan was estimated using the Black-Scholes model with the following weighted-average assumptions:

	2005	2004
Expected dividend yield	0%	0%
Risk-free interest rate	2.6% to 4.0%	0.9% to 2.1%
Expected life	1 month	1 month
Volatility	40% to 100%	38% to 93%

Share-Based Compensation Activity:

Service Based Awards

The following table summarizes share-based award activity for the year ended December 31, 2006:

				Weighted		Weighted
	Number			Average		Average		Aggregate
	of			Exercise		Contractual		Intrinsic
	Shares			Price		Term in Years		Value
	(in thousands)							(in thousands)
Outstanding at December 31, 2005		2,966		$	5.11
Granted		67		$	3.45
Exercised		(274	)	$	2.37
Expired		(81	)	$	6.29
Forfeited		(951	)	$	5.31
Outstanding at December 31, 2006		1,727		$	5.24		6.2	$	955
Exercisable at December 31, 2006		1,448		$	5.35		5.6	$	872

The total value of the service based stock option awards is expensed ratably over the service period of the employees receiving the awards, generally from three to five years. The service based options generally have a term of ten years. The Company recorded expense of $253,229 related to these options during the year December 31,

72

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2006. The fair value of each service based stock option award is estimated on the date of the grant using the Black-Scholes option pricing model. The weighted average grant date fair value of service based options granted during the years ended December 31, 2006, 2005 and 2004 was $2.18, $1.81, and $2.46, respectively. As of December 31, 2006, total unrecognized compensation cost related to service based stock option awards was approximately $0.1 million and the related weighted-average period over which it is expected to be recognized is approximately 0.6 years. The total fair value of shares vested during the years ended December 31, 2006, 2005, and 2004, was approximately $78,000, $129,000, and $256,000, respectively. The total intrinsic value of service based options exercised during the years ended December 31, 2006, 2005, and 2004 was $0.2 million, $0.4 million and $1.3 million, respectively.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $4.05 at December 29, 2006, which would have been received by award holders had all award holders exercised their awards that were in-the-money as of that date. The total number of in-the-money service based awards exercisable at December 31, 2006 was 564,231.

Market Based Awards

A summary of market based stock option activity for the year ended December 31, 2006 is as follows:

			Weighted		Weighted
	Number		Average		Average		Aggregate
	of		Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
	(in thousands)						(in thousands)
Outstanding at December 31, 2005		1,000	$	2.49
Granted		1,030	$	3.48
Outstanding at December 31, 2006		2,030	$	2.99		9.0	$	2,151
Exercisable at December 31, 2006		—						—

The market based options vest in 25% increments based on the Company’s stock price achieving four specified price levels based on the 20 day average closing price per share. Only one-third of the total grant may vest in any single calendar year. To the extent additional options reach a vesting threshold in the same year, such options shall vest on January 1 of the immediately following calendar year. There were no exercisable market based options as of December 31, 2006. The Company recorded expense of $466,282 on these options during the year ended December 31, 2006. As of December 31, 2006 total unrecognized compensation cost related to these market based stock option awards was approximately $1.4 million. The weighted-average period over which it is expected to be recognized is approximately 2.3 years. The weighted average grant date fair value for market based options granted during the year ended December 31, 2006 and 2005 was $1.94 and $1.50, respectively.

73

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Stock Awards

A summary of restricted stock activity is as follows:

				Weighted
	Number			Average
	of			Grant Date
	Shares			Fair Value
				(in thousands)
Non vested at December 31, 2005		1,068		$	3.00
Granted		1,065		$	3.74
Vested		(323	)	$	2.98
Forfeited		(443	)	$	3.63
Non vested at December 31, 2006		1,367		$	3.40

The Company grants restricted stock awards to certain employees, with the total value of the award expensed ratably over the three-year service period of the employees receiving the grants. Share-based compensation expense related to restricted stock awards during the years ended December 31, 2006 and 2005 was $599,871 and $403,952, respectively. There were no restricted stock awards prior to 2005. As of December 31, 2006, the total amount of unrecognized compensation cost related to non vested restricted stock awards was approximately $1.3 million. This is expected to be recognized over a weighted-average period of approximately 2.1 years. The weighted average grant date fair value for restricted stock options granted during the years ended December 31, 2006 and 2005, was $3.74 and $3.05, respectively. The total fair value of restricted stock options vested during the year ended December 31, 2006 was $1.0 million. No awards vested during the year ended December 31, 2005.

The Company’s executive officers are restricted from trading company securities other than within specified trading windows, under the terms of the Company’s Amended and Restated Equity Incentive Plan. As a result, of 323,317 restricted stock awards vesting in 2006, 209,997 were not released as of December 31, 2006. These included 166,666 to the Company’s President and Chief Executive Officer, 16,666 to the Company’s EMEA Executive Vice President, 16,666 to the Company’s Senior Vice President and General Counsel and 9,999 to three other employees. These stock units had a weighted average grant date fair value of $2.65 and a fair value of $0.6 million.

Pro forma Information for Periods Prior to the Adoption of SFAS No. 123(R)

Prior to the adoption of SFAS No. 123(R), the Company accounted for share-based compensation transactions, using the intrinsic value method as prescribed by APB No. 25 and provided the pro forma disclosures required under SFAS No. 123, as amended by SFAS No. 148. Employee share-based compensation expense recognized under SFAS No. 123R was not reflected in our consolidated results of operations for the period ended December 31, 2005 for employee stock option awards as all options were granted with an exercise price equal to the market value of the underlying common stock on the date of grant. In the pro forma information, forfeitures of awards were recognized as they occurred. In accordance with the modified prospective method, previously reported amounts have not been restated to reflect, and do not include, the impact of SFAS No. 123(R).

74

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Previously under SFAS No. 123, as amended by SFAS No. 148, the Company was required to disclose the pro forma effects of using the fair value method on consolidated loss and loss per share. If the computed fair values of the awards had been amortized to expense over the vesting period of the awards, the Company’s consolidated net loss, basic net loss per share and diluted net loss per share would have been reduced to the pro forma amounts indicated below:

	2005			2004
	(in thousands)
Loss from continuing operations as reported	$	(11,594	)	$	(13,706	)
Deduct total stock-based employee compensation expense determined under fair value based method		(1,292	)		(2,179	)
Pro forma net loss from continuing operations	$	(12,886	)	$	(15,885	)
(Loss) income from discontinued operations as reported	$	(933	)	$	7,395
Deduct total stock-based employee compensation expense determined under fair value based method		(39	)		(57	)
Pro foma net (loss) income from discontinued operations	$	(972	)	$	7,338
Loss from operations as reported	$	(12,527	)	$	(6,311	)
Deduct total stock-based employee compensation expense determined under fair value based method		(1,331	)		(2,236	)
Pro forma net loss	$	(13,858	)	$	(8,547	)
Net loss per share as reported:
Continuing: basic and diluted	$	(0.47	)	$	(0.56	)
Discontinued: basic and diluted	$	(0.04	)	$	0.30
Net loss per share: basic and diluted	$	(0.51	)	$	(0.26	)
Pro forma:
Continuing: basic and diluted	$	(0.53	)	$	(0.65	)
Discontinued: basic and diluted	$	(0.04	)	$	0.30
Pro forma net loss per share: basic and diluted	$	(0.57	)	$	(0.35	)

Note 15.   Shareholders’ Equity

Common Stock — At December 31, 2006, common shares authorized consisted of 70,000,000 Class A common stock, $0.01 par value (Class A stock) and 20,000,000 Class B common stock, $0.01 par value (Class B stock).

On December 27, 2006 the Company announced that all the shares of the Company’s outstanding Class B common stock (all of which were held by RF Investors, an entity controlled by Company founders and directors Dr. Rajendra and Neera Singh and members of their family) were converted on a one-for-one basis into shares of Company Class A stock. The conversion occurred as to 4,000,000 shares of Class B common stock as a result of the transfer of those shares by RF Investors through a donation to the Foundation on December 22, 2006. According to the Company’s Restated Certificate of Incorporation, although controlled by Dr. Singh and his family, the Foundation is not an eligible holder of Class B common stock; thus, effective immediately upon the transfer, the shares were automatically converted to Class A common stock. The remaining 425,577 outstanding shares of Class B common stock retained by RF Investors were also automatically converted into shares of Class A common

75

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

stock, effective immediately upon the transfer, as a result of a provision in the Company’s Restated Certificate of Incorporation that requires the shares of outstanding Class B common stock to be converted into shares of Class A common stock at such time as those shares constitute less than 10% of the outstanding common stock.

The Class B common stock was entitled to ten votes per share and the Class A common stock is entitled to one vote per share. Immediately prior to the transfer, the Class B common stock constituted approximately 68% of the outstanding voting power of the common stock. Immediately following the transfer, the shares of Class A common stock held by the Foundation and by RF Investors constituted approximately 15.8% and 1.7%, respectively, of the outstanding voting power of the common stock. The aggregate balance of the voting power of the Class A common stock, approximately 82.5%, is held by the Company’s other stockholders.

Note 16.   Commitments and Contingencies

Leases — The Company leases office facilities and certain equipment under operating leases expiring on various dates over the next twelve years. The lease agreements include renewal options and provisions for rental escalations based on the Consumer Price Index and requires the Company to pay for executory costs such as taxes and insurance. Some of the lease agreements also allow the Company to elect an early out provision by giving notice and paying certain lease termination penalties.

Benefits associated with a rent abatement period and certain lease incentives or office facilities are reflected ratably over the period of the lease. For leases that have been terminated, the applicable portion of the benefit has been offset against the lease termination penalty.

Future minimum rental payments and receivables under non-cancelable operating leases, excluding executory costs, are as follows:

			Rental
			Receivables
	Rental		Under
	Payable		Subleases
	(in thousands)
2007	$	5,075	$	734
2008		1,749		209
2009		1,081		291
2010		793		291
2011		735		291
2012		475		291
Thereafter		899		582
	$	10,807	$	2,689

Rent expense under operating leases was approximately, $3.4 million, $3.8 million, and $3.4 million for the years ended December 31, 2006, 2005, and 2004, respectively.

Legal Proceedings  — The Company is a party to various litigation matters and claims that are normal in the course of operations and while the results of such litigation matters and claims cannot be predicted with certainty, the Company believes that the final outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations or cash flows of the Company.

Note 17.   Income (Loss) per Share

Income (loss) per share is presented on both a basic and diluted basis in accordance with the provisions of FASB Statement No. 128, “Earnings per Share” (“SFAS No. 128”). Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common

76

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings. The reconciliations of the basic and diluted earnings per share computations for the years ended December 31, 2006, 2005 and 2004 are as follows:

	2006								2005								2004
						Per Share			Net					Per Share								Per Share
	Net Loss			Shares		Amount			Loss			Shares		Amount			Net Loss			Shares		Amount
	(In thousands, except per share data)
Basic EPS
Net loss available to common shareholders
Continuing operations	$	(4,879	)			$	(0.20	)	$	(11,594	)			$	(0.47	)	$	(13,706	)			$	(0.56	)
Discontinued operations	$	(3,151	)			$	(0.13	)	$	(933	)			$	(0.04	)	$	7,395				$	0.30
Total	$	(8,030	)		24,893	$	(0.33	)	$	(12,527	)		24,524	$	(0.51	)	$	(6,311	)		24,381	$	(0.26	)
Effect of Dilutive Securities
Stock option plans					—								—								—
Dilutive EPS
Net loss available to common shareholders and assumed conversions
Continuing operations	$	(4,879	)			$	(0.20	)	$	(11,594	)			$	(0.47	)	$	(13,706	)			$	(0.56	)
Discontinued operations	$	(3,151	)			$	(0.13	)	$	(933	)			$	(0.04	)	$	7,395				$	0.30
Total	$	(8,030	)		24,893	$	(0.33	)	$	(12,527	)		24,524	$	(0.51	)	$	(6,311	)		24,381	$	(0.26	)

For the year ended December 31, 2006, 2005 and 2004, weighted average options and restricted stock units of 3.8 million, 4.1 million and 4.8 million shares, respectively, were excluded from the calculation of EPS because they would have reduced the loss per share.

Note 18.   Segment Reporting

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information established standards for reporting information about the operating segments in interim and annual financial reports issued to stockholders. It also established standards for related disclosures about products and services and geographic areas. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision-making group is the Executive Committee, which comprises the Chief Executive Officer and the Executive Vice President and our Senior Vice Presidents.

The Company’s operating segments are defined geographically by region, the Americas region and EMEA. EMEA provides design and deployment services, operations and maintenance services and technical consulting services. The Americas region provides similar services with the exception of deployment and field operations and maintenance services.

During the first quarter of 2006, certain corporate expenses that had been reported in non-reportable segments were allocated to the Americas and EMEA to conform to the manner in which the Executive Committee now allocates resources and assesses performance. Prior period amounts have been revised for comparative purposes.

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on stand alone operating segment profit

77

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

or loss from operations before income taxes excluding nonrecurring gains and losses, and generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices. Interdivisional transactions are eliminated on consolidation. Revenues are attributed to geographic areas based on the location of the assignment.

Operating Segments:

	Americas			EMEA		Total
	(in thousands)
2006
Net revenue from external customers	$	29,959		$	99,944	$	129,903
Intersegment revenues		—			—		—
Total revenues	$	29,959		$	99,944	$	129,903
Depreciation and amortization	$	430		$	1,609	$	2,039
Interest income		1			35		36
Interest expense		—			29		29
Income (loss) before taxes		(1,573	)		11,651		10,078
Segment assets		14,623			78,668		93,291
Expenditures for property		99			938		1,037
2005
Net revenue from external customers	$	36,478		$	107,844	$	144,322
Intersegment revenues		—			—		—
Total revenues	$	36,478		$	107,844	$	144,322
Depreciation and amortization	$	432		$	2,016	$	2,448
Interest income		—			16		16
Interest expense		1			16		17
Income (loss) before taxes		(4,168	)		6,809		2,641
Segment assets		34,640			73,650		108,290
Expenditures for property		873			1,445		2,318
2004
Net revenue from external customers	$	35,515		$	78,172	$	113,687
Intersegment revenues		—			—		—
Total revenues	$	35,515		$	78,172	$	113,687
Depreciation and amortization	$	350		$	1,818	$	2,168
Interest income		—			29		29
Interest expense		—			243		243
Income (loss) before taxes		(1,779	)		677		(1,102	)
Segment assets		36,370			62,981		99,351
Expenditures for property		817			1,836		2,653

78

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the totals reported for the operating segments to the applicable line items in the consolidated financial statements is as follows :

	2006		2005		2004
	(in thousands)
Revenues:
Revenues for reportable segments	$	129,903	$	144,322	$	113,687
Revenues for non-reportable segments		50		1,320		4,979
Total consolidated revenues	$	129,953	$	145,642	$	118,666
Assets:
Assets for reportable segments		93,291		108,290		99,351
Assets not attributable to reportable segments:
Cash and cash equivalents		1,617		7,245		15,984
Restricted cash		9		37		232
Deferred and prepaid tax assets		1,809		2,365		1,832
Property and equipment		576		154		529
Receivables		578		635		1,946
Prepaids		262		219		230
Investments		0		0		662
Other		281		8		41
Total consolidated assets	$	98,423	$	118,953	$	120,807

	2006			2005			2004
	(in thousands)
Income (loss) before income taxes for reportable segments	$	10,078		$	2,641		$	(1,102	)
General corporate expenses		(13,381	)		(11,518	)		(7,647	)
Loss from operations before income taxes	$	(3,303	)	$	(8,877	)	$	(8,749	)

79

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Segment		Unallocated				Consolidated
Other Significant Items	Total		Expenditures		Eliminations		Total
	(in thousands)
2006
Depreciation and amortization	$	2,039	$	339	$	—	$	2,378
Interest income		36		98		—		134
Interest expense		29		835		—		864
Expenditures for property		1,037		463		—		1,500
2005
Depreciation and amortization		2,448		345		—		2,793
Interest income		16		98		—		114
Interest expense		17		298		—		315
Expenditures for property		2,318		28		—		2,346
2004
Depreciation and amortization		2,168		405		—		2,573
Interest income		29		118		—		147
Interest expense		243		4		—		247
Expenditures for property		2,653		186		—		2,839

Information concerning services revenue is as follows (in thousands):

	2006		2005		2004
	(in thousands)
Design	$	70,357	$	76,676	$	54,460
Deployment		50,944		57,915		40,325
Operations and maintenance		5,298		7,144		7,822
Consulting		3,354		3,907		16,059
Total revenues	$	129,953	$	145,642	$	118,666

80

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Information concerning principal geographic areas was as follows (in thousands):

	2006				2005				2004
			Net				Net				Net
	Revenues		Property		Revenues		Property		Revenues		Property
	(in thousands)
Americas:
United States of America	$	29,808	$	881	$	36,092	$	1,277	$	38,744	$	1,300
Other		151		—		1,254		67		858		82
Total Americas		29,959		881		37,346		1,344		39,602		1,382
Europe, Middle East and Africa:
United Kingdom		18,286		190		13,331		318		17,157		584
Netherlands		17,228		233		21,206		268		18,892		352
Italy		6,110		604		6,010		968		8,993		617
Algeria		29,065		—		31,105		—		14,293		37
Saudi Arabia		23,271		—		31,218		73		15,662		—
Other		5,984		840		4,973		614		3,175		1,107
Total Europe, Middle East and Africa		99,944		1,867		107,843		2,241		78,172		2,697
Asia-Pacific		50		31		453		57		892		139
Total	$	129,953	$	2,779	$	145,642	$	3,642	$	118,666	$	4,218

Note 19.   Related Party Transactions

As is discussed more fully in Note 15, Shareholders’ Equity, on December 22, 2006, RF Investors transferred all but 425,577 shares of its Class B common stock to the Foundation and upon such transfer the transferred Class B common stock and the remaining shares held by RF Investors converted to Class A common stock. As a result, immediately following the transfer, the shares of Class A common stock held by the Foundation and by RF Investors constituted approximately 15.8% and 1.7%, respectively, of the outstanding voting power of the common stock. The aggregate balance of the voting power of the Class A common stock, approximately 82.5%, was held by the Company’s other stockholders.

Telcom Ventures, L.L.C. (“Telcom Ventures”) is the parent company of RF Investors and is also, an entity controlled by Company founders and directors Dr. Rajendra and Neera Singh and members of their family. Prior to the Company’s initial public offering, both the Company’s employees and the employees of Telcom Ventures were eligible to participate in the Company’s life, medical, dental and 401(k) plans. In connection with the initial public offering in 1996, the Company agreed pursuant to an Overhead and Administrative Services Agreement to allow the employees of Telcom Ventures to continue to participate in the Company’s employee benefit plans in exchange for full reimbursement of the cash costs and expenses. The Company billed Telcom Ventures approximately $128,000, $74,000 and $77,000 during the years ended December 31, 2006, 2005, and 2004, respectively, for payments made by the Company pursuant to this agreement. The Company received reimbursements from Telcom Ventures of approximately $135,000, $67,000 and $82,000 during the years ended December 31, 2006, 2005, and 2004, respectively. At December 31, 2006 and 2005, outstanding amounts associated with payments made by the Company under this agreement were $1,000 and $8,000, respectively, and are included as due from related parties and affiliates within the consolidated balance sheets in the accompanying financial statements.

81

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the year ended December 31, 2006, the Company provided services to two customers where Telcom Ventures has a minority investment. Revenues earned from these customers during the year ended December 31, 2006 were $66,000. Billed and unbilled receivables of $66,000 were outstanding at December 31, 2006, and are included in trade accounts receivable and unbilled receivables in the accompanying consolidated balance sheet. During the year ended December 31, 2006, the Company provided services to Telcom Ventures directly, generating revenues of $33,000, all of which have been collected.

In December 1999, the Company issued approximately 108,000 shares of Class A common stock in exchange for a $1.6 million note receivable from the Company’s then President and Chief Executive Officer. The note was payable on the earlier of December 2004 or the date he was no longer the Company’s President and Chief Executive Officer. Interest accrued at the federal mid-term rate on the date of the note and was payable quarterly. The note, where outstanding, is reflected as a reduction of shareholders’ equity in the accompanying statement of shareholders’ equity. The note was deemed discharged in 2004. On December 10, 2004, the Company entered into an agreement, pursuant to which the Company purchased certain shares that the former President and Chief Executive Officer held in the Company and returned these shares to the Company’s treasury account, where they are available for reissue. The proceeds from the sale of these shares to the Company, of approximately $0.9 million, was used to reduce the indebtedness under the loan agreement, and the Company deemed the balance of the loan, approximately $0.7 million, to have been paid in full. This represented non-cash compensation to the former President and Chief Executive Officer. The Company also paid cash compensation in the form of a bonus of approximately $0.5 million to cover the personal income tax obligations resulting from this agreement. The total of the non-cash compensation of $0.7 million and the cash compensation of $0.5 million is included in operating expenses for the year ended December 31, 2004. As part of this agreement, the former President and Chief Executive Officer surrendered 825,000 vested options to purchase shares of the Company’s Class A common stock; 500,000, 150,000, 150,000 and 25,000 options at $13.56, $12.25, $5.00 and $5.55 per share, respectively.

Note 20.   Quarterly Data (Unaudited)

	2006
	1st			2nd			3rd			4th
	Quarter			Quarter			Quarter			Quarter
	(in thousands, except per share amounts)
Revenues	$	35,743		$	33,997		$	31,933		$	28,280
Operating income (loss)		(222	)		216			872			(5,202	)
Income (loss) from continuing operations before income taxes		(448	)		381			1,642			(4,878	)
Income (loss) from continuing operations		(1,428	)		(507	)		131			(3,075	)
Income (loss) from discontinued operations		(732	)		585			(1,701	)		(1,303	)
Net income (loss)		(2,160	)		78			(1,570	)		(4,378	)
Net income (loss) per share:
Continuing operations — basic and diluted	$	(0.06	)	$	(0.02	)	$	0.01		$	(0.12	)
Discontinued operations — basic and diluted	$	(0.03	)	$	0.02		$	(0.07	)	$	(0.05	)
Net loss per share — basic and diluted	$	(0.09	)	$	—		$	(0.06	)	$	(0.17	)

82

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2005
	1st			2nd			3rd			4th
	Quarter			Quarter			Quarter			Quarter
	(in thousands, except per share amounts)
Revenues	$	31,452		$	35,282		$	39,030		$	39,878
Operating loss		(2,393	)		(2,909	)		(217	)		(2,274	)
Loss from continuing operations before income taxes		(2,909	)		(2,938	)		(405	)		(2,625	)
Loss from continuing operations		(3,790	)		(3,734	)		(1,454	)		(2,616	)
Income (loss) from discontinued operations		68			(4,406	)		2,680			725
Net income (loss)		(3,722	)		(8,140	)		1,226			(1,891	)
Net income (loss) per share:
Continuing operations — basic and diluted	$	(0.15	)	$	(0.15	)	$	(0.06	)	$	(0.11	)
Discontinued operations — basic and diluted	$	—		$	(0.18	)	$	0.11		$	0.03
Net income (loss) per share — basic and diluted	$	(0.15	)	$	(0.33	)	$	0.05		$	(0.08	)

Due to the use of weighted average shares outstanding when calculating earnings per share, the sum of the quarterly per share data may not equal the per share data for the year.

As of January 1, 2006, the Company adopted SFAS No. 123(R) which generated non-cash compensation of $0.3 million, $0.5 million, $0.5 million, and less than $0.1 million during the first, second, third and fourth quarter, respectively.

During the second quarter of 2006, the Company recorded a gain of $0.2 million on a favorable settlement of a dispute related to an earn out agreement that we had entered into in conjunction with the acquisition of our Netherlands subsidiary.

During the fourth quarter of 2006, the Company recorded an additional accrual for audit fees of $0.5 million which were a consequence of additional work performed by the Company’s auditors to complete the audit of the Company’s financial statements and the required testing and review of the Company’s internal controls, in accordance with Section 404 of the Sarbanes Oxley Act of 2002.

During the first quarter of 2005, the Company recorded a cumulative loss of $0.1 million on the Company’s deployment contract with a major customer in the southeastern United States. The recognition of the cumulative loss was necessary because it was determined that the fixed-fee contract was in a loss position due to escalating construction costs.

During the second quarter of 2005, a review of the Company’s deployment contract with a major customer in the north central region of the United States determined that the margin on the contract was significantly less than previously expected primarily due to escalating construction costs. As a result it was necessary to adjust the inception-to-date gross profit downward to recognize the effects of the lower margin. This resulted in a decrease to earnings of $3.6 million in the second quarter.

During the second quarter of 2005, the Company recorded a net restructuring charge of $0.8 million. Because the Company reoccupied some of the leased office space that had previously been included in the reserve for restructuring, the reserve was reduced by $0.2 million in the quarter and by $0.1 million in the fourth quarter.

During the third quarter of 2005, the Company amended two contracts with a major customer in the north central and southeast regions of the United States. As a result, it was necessary to adjust the inception-to-date gross profit for the two contracts upward to recognize the positive benefits of the contract amendments. This resulted in an increase to earnings of $3.1 million in the third quarter.

83

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the fourth quarter of 2005, the Company had to lower the booking margins for the two above-mentioned contracts in the north central and southeast regions of the United States. This caused earnings to be $0.6 million lower in the fourth quarter than it would have been if the margin adjustments had not been made.

Note 21.   Subsequent Events

In January 2007, Detron Netherlands, entered into a credit agreement with ABN AMRO Bank (“ABN AMRO”) whereby the Company was the beneficiary of an overdraft credit facility, (“Facility A”), and a loan facility, (“Facility B”). The maximum amount which Detron Netherlands may have outstanding under Facility A is $2.0 million such that this is not to exceed 70% of the accounts receivable that were pledged as security for the loan. Interest on amounts outstanding under this Facility A are calculated at a rate equal to ABN AMRO’s adjustable Euro basis interest rate plus 1.5%. This was 5.75% at December 31, 2006. There were no amounts advanced to the Company under Facility A which has a term of 1.5 years. Under Facility B, ABN AMRO advanced to Detron Netherlands $0.5 million. Interest on the loan is calculated at a fixed interest rate of 5.5% per year. The loan is repayable over two years, the first payment is due May 1, 2007. Both of these facilities are secured by a pledge on the accounts receivable and fixed assets of Detron Netherlands. At December 31, 2006, there were no amounts outstanding under Facility B.

On March 9, 2007, the Company entered into a revolving credit facility (“the new credit facility”) with Bank of America, N.A. (“Bank of America”) and terminated the Company’s existing credit facility with CFC. Under the terms of the new credit facility, the aggregate amount owed to Bank of America by the Company, at any time may not exceed $6.5 million. The term of the new credit facility is through September 15, 2007. LCC may from time to time borrow under this facility, and these loans may be base rate loans, Eurodollar base rate loans or Eurodollar daily floating rate loans. Interest on base rate loans is calculated using a fluctuating rate per annum equal to the higher of the Federal Funds Rate plus 0.50% or the prime rate as determined by Bank of America. Interest on Eurodollar base rate loans is calculated using a per annum rate equal to the British Bankers’ Association LIBOR rate. Interest on Eurodollar daily floating rate loans is calculated using a rate per annum equal to the quotient obtained by dividing the Eurodollar daily floating base rate, which is the British Bankers’ Association LIBOR rate, by one minus the Eurodollar reserve percentage. The reserve percentage is issued by the Federal Reserve to lenders from time to time.

On March 9, 2007, the Company purchased the equity interests in the Europe, Middle East and Africa business of Wireless Facilities, Inc., a Delaware corporation (“WFI”), for a cash purchase price of $4.0 million.

On March 29, 2007, the Company filed a current report on Form 8-K disclosing that the Company anticipated a delay in filing its annual report on Form 10-K for the year ended December 31, 2006, (the “2006 Form 10-K”) with the U.S. Securities and Exchange Commission, which includes its annual financial statements for 2006. The Company was unable to file the 2006 Form 10-K by the prescribed date due to the need for additional time for the Company’s management to complete its assessment of the effectiveness of its internal controls over financial reporting and for its auditors to complete its required testing and review procedures with respect to such internal controls as of December 31, 2006 in accordance with Section 404 of the Sarbanes Oxley Act (SOX) of 2002 and to complete any other remaining items necessary for filing the Form 10K.

On April 5, 2007, the Company filed a current report on Form 8-K disclosing that, in accordance with NASDAQ’s rules, on April 3, 2007, the Company received a NASDAQ staff determination letter stating that the Company was not in compliance with NASDAQ Marketplace Rule 4310(c) (14) because it had not timely filed with NASDAQ its Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The Company requested and was granted a hearing before the NASDAQ Listing Qualifications Panel (the “Panel”). The Company attended a hearing before the Panel on May 17, 2007. The Company was granted an extension for continued listing on the NASDAQ Stock Market in a letter dated June 25, 2007 from the Panel. The Company’s continued listing is subject to the Company filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 by August 14, 2007, and filing its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 by September 24,

84

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2007. The Panel noted that the September 24, 2007 date for filing the March 31, 2007 Form 10-Q represents the full extent of the Panel’s authority to grant an exception date for filing the March 31, 2007 Form 10-Q and has advised the Company that should it be unable to meet the deadline for filing such Form 10-Q, the Company’s shares may be delisted from the NASDAQ Global Market unless the NASDAQ Listing Council would call the case for review and stay the delisting.

On April 19, 2007, the Company raised $17.0 million through the sale of 5,100,000 newly issued Class A common shares of the Company at a price of $3.35 per share in a private placement. As part of the transaction the Company is required to file a registration statement covering the common stock within 45 days of the closing. The Company has yet to file such registration statement with the SEC since it cannot do so prior to filing with the SEC its Annual Report on Form 10-K for the year ended December 31, 2007 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2007, June 30, 2007 and September 30, 2007. The Company is currently conducting discussions with the investors regarding the amount of liquidated damages payable by the Company and whether the Company may satisfy all or a portion of its obligations to pay such damages by the issuance of shares of its capital stock to such investors in lieu of paying cash.

On April 27, 2007, the Company filed a current report on Form 8-K disclosing that it was unable to file its 2006 Form 10-K by April 30, 2007, as originally expected, due to the need for additional time and effort needed to complete management’s assessment of the effectiveness of its internal controls over financial reporting and needed by the Company’s auditors to complete its audit of the Company’s financial statements and the required testing and review relating to internal controls, in accordance with Section 404 of the Sarbanes Oxley Act of 2002.

On May 8, 2007, the Company filed a current report on Form 8-K disclosing that the client-auditor relationship between the Company and its principal auditor, KPMG LLP, will cease upon completion of the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2006 and the audit of management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006. The Company is in the process of selecting a new audit firm to replace KPMG LLP. The timing for filing the Form 10-Q for the quarter ended March 31, 2007 will depend upon the timing of the selection of the new audit firm and review of the Company’s first quarter results by the new audit firm when selected.

On June 1, 2007 the Company acquired certain assets and liabilities of WFI’s U.S. wireless engineering services business which included customer contracts, tools, other assets and approximately 350 employees. The purchase price for the acquisition is approximately $39.0 million (calculated principally as the difference between $46.0 million and the amount of certain working capital to be retained by WFI, estimated to be approximately $7.0 million), $17.0 million of which was paid in cash and $22.0 million of which was paid by the issuance by the Company to WFI of a promissory note (the “Note”), which Note is subordinated to the Company’s obligations under the amended and restated credit facility discussed below. On July 5, 2007, WFI entered into an assignment agreement with SPCP Group L.L.C. (“SPCP”) whereby the rights, title and interest in the Note were transfered to SPCP.

On May 29, 2007, in connection with the agreement to purchase certain assets and liabilities of WFI’s U.S. wireless engineering services business, the Company amended and restated its outstanding credit facility with Bank of America. The amended and restated credit agreement (which was amended on November 30, 2007, to among other things, provide for a bank waiver and amend certain covenants in the agreement for all events of default), provides for a total principal borrowing amount of up to $21.95 million which may be borrowed, repaid and reborrowed by the Company on a revolving basis until November 29, 2009. It also provides for a term loan of $6.5 million with scheduled principal payments of $3.5 million on June 1, 2008, $1.0 million on each of September 1 and December 1, 2008 and March 1, 2009 and any balance on November 29, 2009, an increase in the applicable interest rate on borrowings by 1.00% per annum, the amendment of the financial covenants set forth in the agreement and the payment to the bank of a fee of up to $0.6 million in connection with the amendment. In addition, the Company is required to maintain a so-called “lockbox arrangement” pursuant to which all monies

85

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

payable to the Company in the U.S. plus certain unrestricted cash balances of the Company’s non-U.S. subsidiaries in excess of $6.0 million must be paid into a specially designated account and automatically applied to the payment of amounts outstanding under the revolving portion of the credit facility as well as any other obligations under the credit facility that are due and owing.

On July 3, 2007, the Company filed a current report on Form 8-K disclosing that as part of its recent WFI acquisitions, effective June 27, 2007, the Company has taken steps towards recognizing integration related and other cost synergies by implementing a workforce reduction that eliminated approximately 60 positions worldwide and consolidated certain facilities in the U.K. The headcount reductions were primarily related to redundant non-billable or administrative positions and were substantially completed by June 29, 2007. The facility and other non-headcount related actions took place in the third quarter of 2007. The Company incurred a total charge of approximately $2.3 million, primarily in the second and third quarters of 2007. Approximately $1.1 million of the charge was related to severance and headcount related costs and $1.2 million was related to consolidation of certain facilities and other non-headcount related expenses. The Company recorded the severance charges related to these headcount reductions as an operating expense in the second and third quarters of 2007. The facilities and other non headcount related charges were recorded as operating expense in the third and fourth quarters of 2007. The Company paid the majority of severance and related costs in the third quarter with the remaining costs expected to be paid in the fourth quarter of 2007. The cash payments related to the consolidation of facilities will be made over the term of the related leases, the longest of which terminates in May 2012.

On August 13, 2007, the Company filed a current report on Form 8-K disclosing that the NASDAQ Listing and Hearing Review Council (the “Listing Council”) has decided to review the June 25, 2007 decision of the Panel regarding the Company. The Listing Council has also determined to stay the Panel’s decision to suspend trading in the Company’s securities in the event the Company fails to file its Annual Report on Form 10-K for the year ended December 31, 2006 by August 14, 2007 or fails to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 by September 24, 2007. The Company also announced that it will not be in a position to file its 2006 Form 10-K or its Form 10-Q for the quarter ended June 30, 2007 by August 14, 2007 nor will it be in a position to file a Form 8-K/A with respect to its previously announced acquisition of the U.S. wireless engineering services business of Wireless Facilities, Inc. by the due date of August 15, 2007.

On August 20, 2007 the Company filed a current report on Form 8-K disclosing that the Company has received an additional NASDAQ staff determination letter stating that the Company is not in compliance with NASDAQ Marketplace Rule 4310(c)(14) because it had not timely filed its Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Second Quarter 10-Q”) with NASDAQ. This failure to timely file the Second Quarter 10-Q will be considered by the Listing Council in rendering a determination regarding the Company’s continued listing on NASDAQ. As required by NASDAQ Marketplace Rule 4804(c), the Company will provide the Listing Council with a written explanation of its views with respect to its failure to file the Second Quarter 10-Q and an update regarding certain actions taken by it to enable it to make progress in making its future SEC filings on a timely basis.

On October 11, 2007, the Company filed a current report on Form 8-K disclosing that, LCC UK Limited (“LCC UK”), a subsidiary of the Company, served a twelve-month notice of termination to SEMAB Management Srl (“SEMAB”), a private limited liability company controlled by Mr. Carlo Baravalle, pursuant to the terms of a Consulting Agreement between LCC UK and SEMAB, dated December 23, 2004, (the “SEMAB Consulting Agreement”). Mr. Baravalle provided services to LCC UK and the Company under the terms of the SEMAB Consulting Agreement since December 23, 2004. On December 5, 2007, the Company filed a Current Report on Form 8-K disclosing that on November 29, 2007, the Company had executed a Settlement Agreement pursuant to which Mr. Baravalle ceased to serve as the Company’s Executive Vice President, Europe, Middle-East, Africa and Asia-Pacific and, effective November 29, 2007, he assumed the role of Senior Advisor to the Chief Executive Officer focused on business development activities primarily in the Middle-East.

On November 12, 2007, in connection with the Company’s decision to sell its Brazilian subsidiary, LCCI Brazil, under the terms agreed in the Sale and Purchase Agreement, executed on October 27, 2006, the Company

86

LCC INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

received notice from the buyers, that they have decided not to proceed with the acquisition of LCCI Brazil. The Company made the decision to sell or liquidate LCCI Brazil in July 2006, and is working on alternatives including an opportunity to sell the entity to another interested party under similar terms and conditions. As of December 31, 2006, the carrying value of the assets and liabilities held for sale as reported in the consolidated financial statements as of and for the year ended December 31, 2006, approximate fair value.

On November 19, 2007, the Company filed a current report on Form 8-K disclosing that on November 13, 2007, the Company received an additional NASDAQ staff determination letter stating that the Company is not in compliance with NASDAQ Marketplace Rule 4310(c)(14) because it had not timely filed its Quarterly Report on Form 10-Q for the period ended September 30, 2007 (the “Third Quarter 10-Q”) with NASDAQ. This failure to timely file the Form 10-Q will be considered by the Listing Council in rendering a determination regarding the Company’s continued listing on the NASDAQ Global Market. As required by NASDAQ Marketplace Rule 4804(c), the Company provided the Listing Council with a written explanation of its views with respect to its failure to file the Third Quarter 10-Q and an update regarding certain actions taken by it to enable it to make progress in making its future SEC filings on a timely basis. The timing for filing the Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 will depend upon the timing of the selection of the new audit firm and review of the Company’s results for such quarters by the new audit firm when selected.

87

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The client-auditor relationship between the Company and KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, ceased December 11, 2007, the date of completion of the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2006 and the audit of management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006 (the “2006 Audit and Assessment”).

On April 24, 2007, the Company’s Board of Directors discussed the Audit Committee’s desire to cease using KPMG as the Company’s outside auditor and also discussed the optimal timing to select and retain an alternative audit firm. The Board decided to defer a formal decision until completion of the 2006 Audit and Assessment. On May 2, 2007, the Company received a letter from KPMG to the Chairman of the Audit Committee of the Company indicating that KPMG would no longer serve as the Company’s outside auditors upon completion of the 2006 Audit and Assessment. The Company’s Audit Committee met on May 2, 2007 and approved a resolution to select and retain a new outside auditor. During the Company’s two fiscal years ended December 31, 2006 and the subsequent period through December 11, 2007, there were no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements would have caused KPMG to make reference to the subject matter of such disagreements in connection with its report.

During the Company’s two fiscal years ended December 31, 2006 and the subsequent period through December 11, 2007, there have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the deficiencies in internal control over the review and accounting for the Company’s fixed-price customer contracts as disclosed in the Company’s amended Annual Report filed on Form 10-K/A for the year ended December 31, 2004. The deficiencies in controls caused the Company to restate its consolidated financial statements for the year ended December 31, 2004. Deficiencies in internal control over the review and accounting for the Company’s fixed-price customer contracts were also disclosed in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2005. Material misstatements were identified in revenues and costs in the Company’s preliminary fiscal 2005 consolidated financial statements. Such misstatements were corrected prior to the issuance of the 2005 consolidated financial statements.

The audit reports of KPMG on the Company’s consolidated financial statements as of and for the years ended December 31, 2004, 2005 and 2006, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows: (i) KPMG’s audit report on the consolidated financial statements of the Company as of and for the years ended December 31, 2004, contained a separate paragraph stating that “As discussed in Note 1, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2004” and (ii) effective January 1, 2006, as described in Note 2 of the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment.

Item 9A.   Controls and Procedures

  (a)   Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer, who is its principal executive officer, and its Chief Financial Officer, who is its principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2006. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2006, the Company’s disclosure controls and procedures were not effective as a result of the material weaknesses in internal control over financial reporting noted in item (b) below.

88

  (b)   Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•  Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006. The Company’s management based the evaluation on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control-Integrated Framework. Based on this evaluation, the Company’s management has identified the following two material weaknesses as of December 31, 2006:

•  The Company’s entity-level policies and procedures for monitoring the effectiveness of control activities that relate to individual accounts and classes of transactions were not effective. Specifically, there was not effective planning of the nature, timing or extent of monitoring activities or adequate resources to ensure monitoring is performed on a timely basis by personnel with sufficient expertise. As a result of this material weakness, deficiencies in the design or operation of internal control over financial reporting, including deficiencies that represent more than a remote likelihood of a material misstatement in the Company’s annual or interim financial statements, may not be identified and remediated on a timely basis.

•  The Company’s policies and procedures were not designed in a manner to ensure that all costs (primarily related to Value Added Tax and the impact of changes in foreign currency exchange rates) were included in the accrual of costs related to its operations in Algeria and lacked adequate supervisory review. This material weakness resulted in errors in the accrued liabilities in the Company’s preliminary 2006 financial statements and in more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected.

Because of the material weaknesses described above, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2006.

Management excluded Detron Belgium, which was acquired on December 29, 2006, from its evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006. As of and for the year ended December 31, 2006, Detron Belgium represented $4.2 million (including goodwill of $1.6 million) of total assets and $0 of revenue, respectively, in the consolidated financial statements of the Company.

KPMG LLP, the Company’s independent registered public accounting firm, has issued an auditors’ report on the Company’s assessment of it’s internal control over financial reporting. This report appears below in Item 9A (b).

89

Report of Independent Registered Public Accounting Firm
on Internal Control over Financial Reporting

The Board of Directors and Shareholders

LCC International, Inc. and subsidiaries:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, included in the accompanying Form 10-K, that LCC International, Inc. and subsidiaries (the Company) did not maintain an effective assessment process and effective internal control over financial reporting as of December 31, 2006, because of the effect of the material weaknesses identified in management’s assessment, based on criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been identified and included in management’s assessment as of December 31, 2006:

•  The Company’s entity-level policies and procedures for monitoring the effectiveness of control activities that relate to individual accounts and classes of transactions were not effective. Specifically, there was not effective planning of the nature, timing or extent of monitoring activities or adequate resources to ensure monitoring is performed on a timely basis by personnel with sufficient expertise. As a result of this material weakness, deficiencies in the design or operation of internal control over financial reporting, including deficiencies that represent more than a remote likelihood of a material misstatement in the Company’s annual or interim financial statements, may not be identified and remediated on a timely basis.

•  The Company’s policies and procedures were not designed in a manner to ensure that all costs (primarily related to Valued Added Tax and the impact of changes in foreign currency exchange rates) were included in the accrual of costs related to its operations in Algeria and lacked adequate supervisory review. This material weakness resulted in errors in the accrued liabilities in the Company’s preliminary 2006 financial statements

90

and in more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected.

The Company acquired Detron Belgium on December 29, 2006, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, Detron Belgium’s internal control over financial reporting associated with total assets of $4.2 million (including goodwill of $1.6 million) and revenue of $0 included in the consolidated financial statements of the Company as of and for the year ended December 31, 2006. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Detron Belgium.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of LCC International, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, shareholders’ equity and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2006. The aforementioned material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2006 consolidated financial statements, and this report does not affect our report dated December 11, 2007, which expresses an unqualified opinion on those financial statements.

In our opinion, management’s assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company did not maintain effective internal control over financial reporting as of December 31, 2006, based on criteria established in “Internal Control — Integrated Framework” issued by COSO.

KPMG LLP

McLean, Virginia

December 11, 2007

91

  (c)  Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2006.

  (d)   Remediation Efforts

Since December 31, 2006, the Company’s management has taken action to correct each of the material weaknesses described in Management’s Report on Internal Control Over Financial Reporting (Item 9A (b)) as follows:

•  With respect to the material weakness related to the entity-level policies and procedures for monitoring, the Company has added an experienced senior manager responsible for external reporting and has increased and upgraded the quality of its accounting personnel in both its Corporate Controller’s staff and its Americas’ Finance staff. Additionally, certain accounting procedures more closely related to the Americas operations which were formerly performed by the Corporate Controller and the Corporate Accounting personnel have been reassigned to the Company’s Americas Operations Finance Staff. This reassignment has resulted in the Corporate Controller’s staff having more time to focus on preparation of the Company’s financial reporting and monitor control activities.

•  Additionally, the Company’s management has taken action with respect to the planning, development, implementation and execution of its Internal Audit Function in order to ensure more timely testing of the Company’s internal controls by management. This action includes the outsourcing of the Company’s internal audit function to what the Company believes is an appropriately experienced third party whose primary focus is to work with the Company’s management to develop, plan, implement and execute testing of controls and procedures on a basis that will allow the Company’s management to evaluate and assess internal controls timely.

•  With respect to the material weakness associated with the accrual of costs related to its deployment activities in Algeria, the Company’s management has trained operations and financial personnel as to the identification of all of the cost elements that should be included in the accrual of costs related to its deployment activities. Additionally, the Company has required that a senior finance director perform a review of the accruals relating to Algeria before issuance of its quarterly and annual financial statements.

In our Annual Report on Form 10-K for the year ended December 31, 2005, management reported a material weakness related to the lack of an effective review of the performance status of fixed price contracts in certain of our Americas U.S. operations by personnel having sufficient technical expertise in accounting for contracts under the percentage of completion method. As noted in such Annual Report on Form 10-K, the Company’s management took several actions to address such weakness. Additionally, the entire business unit to which such material weakness was limited was sold on June 30, 2006.

Item 9B.   Other information

Not applicable.

92

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

Board of Directors

The entire board of directors currently consists of seven members.

Name	Age		Position	Director Since
Julie A. Dobson		51	Chairperson of the Board of Directors		2003
Dean J. Douglas		50	Director		2005
Melvin L. Keating		60	Director		2007
Richard J. Lombardi		65	Director		2005
Susan Ness		59	Director		2001
Dr. Rajendra Singh		53	Director		1983
Neera Singh		48	Director		1983

Julie A. Dobson has served as the Chairperson of the board of directors since March 2005 and has been a director since July 2003. Ms. Dobson is a member of our audit committee and our compensation committee. Since 2002, Ms. Dobson has served as the Chairperson of TeleBright Corp., a company that develops software and tools for telecom services. From July 1998 until February 2002, Ms. Dobson was Chief Operating Officer of TeleCorp PCS, Inc., a wireless telecommunications provider. Ms. Dobson joined TeleCorp PCS as a start-up and was responsible for all aspects of operations and participated in raising debt and equity financing, until AT&T Wireless purchased the company in February 2002. Ms. Dobson spent 18 years with Bell Atlantic Corporation, a telecommunications company, where she held various positions in several of its domestic and international business units, including serving as President, New York region of Bell Atlantic Mobile (formerly Bell Atlantic Corp and now known as Verizon Wireless), from October 1997 through July 1998, Vice President, Strategic Planning and Business Development, Bell Atlantic Enterprises Corporation from 1996 to 1997, and President and Chief Executive Officer, Bell Atlantic Business Systems, International from 1993 to 1996. Ms. Dobson also serves on the board of directors of PNM Resources, Inc., a holding company of energy and energy-related companies, and Safeguard Scientifics, Inc., a holding company for information technology companies.

Dean J. Douglas has been a director since October 2005. He has been the President and Chief Executive Officer of the Company since October 4, 2005. From 2002 to 2005 Mr. Douglas served as Vice President, Communications and Distribution Sectors, IBM Global Services, a business segment of International Business Machines (“IBM”). In that position, Mr. Douglas was responsible for the outsourcing, out-tasking and business transformation services businesses for the telecommunications industry in the Americas, where his clients included most of the major telecommunications carriers. From 2000 to 2002, Mr. Douglas served as the general manager, Wireless Services of IBM Global Services. Prior to joining IBM in 2000, Mr. Douglas served in various capacities in the Cellular Infrastructure Group and the Land Mobile Products Sector of Motorola, Inc. (“Motorola”), the sector of Motorola that designs, manufactures and sells analog and digital two-way voice and data products and systems, as well as general manager of Motorola’s Invisix joint venture with Cisco Systems, Inc.

Melvin L. Keating has been a director since October 2007 and serves on our audit committee and as Chairperson of our compensation committee. He has been President and Chief Executive Officer of Alliance Semiconductor Corp, a worldwide manufacturer and seller of semiconductors, since October 2005. From April 2004 to September 2005, Mr. Keating served as Executive Vice President, Chief Financial Officer and Treasurer of Quovadx Inc., a healthcare software company. Mr. Keating was employed as a Strategy Consultant for Warburg Pincus Equity Partners, from 1997 to 2004, providing acquisition and investment target analysis and transactional advice while also serving on the board of directors and chairing the audit committee of Price Legacy, a public REIT he created with Warburg’s investment. Mr. Keating also was President and Chief Executive Officer of Sunbelt Management Company, a private, European-owned real estate development firm, from 1995 to 1997. From 1986 to 1995, Mr. Keating was Senior Vice President-Financial Administration of Olympia & York Companies/Reichmann International, responsible for joint ventures, financial reporting and acquisitions. Mr. Keating serves on

93

the board of directors, and is chairman of the audit committee, of Integrated Silicon Solutions, Inc., a fabless semiconductor company that designs and markets integrated circuits for the digital consumer electronics, networking, mobile communications and automotive electronics markets. He is also on the board of directors, and a member of the audit committee, of Kitty Hawk Inc., a holding company of freight services companies.

Richard J. Lombardi has been a director since September 2005 and is the Chairperson of our audit committee and a member of our nominating and corporate governance committee. From 1998 to present, Mr. Lombardi has been a self-employed consultant providing services for various telecommunications entities, such as AT&T and NetCom Solutions. Mr. Lombardi was President of AT&T Government Markets, a company that engages in government contracts for network integration capabilities, professional services and advanced technologies, from 1993 to 1997. In addition to having been President of AT&T Government Markets, Mr. Lombardi was Vice President of AT&T Federal Systems and Vice President of the AT&T Southern Region from 1988 to 1993 and 1985 to 1988, respectively. Mr. Lombardi also served as a director and Chairperson of the audit and operations committee at NetCom Solutions International, Inc., a network services and logistics integration company, from 1998 to 2004. Mr. Lombardi has served on the executive committee of the Computer & Communications Industry Association, a nonprofit membership organization for companies in the computer, Internet, information technology and telecommunications industries, including serving one year as its chairperson, since 1995.

Susan Ness has been a director since June 2001 and is the Chairperson of our nominating and governance committee, a member of our audit committee and a member of our compensation committee. She is President and CEO of GreenStone Media, LLC, a radio content production and syndication company formed in 2005. From 2001 to 2005, Ms. Ness was a business consultant to communication companies. She was Distinguished Visiting Professor of Communication at the Annenberg School for Communication (University of Pennsylvania) and Director of Information and Society of the Annenberg Policy Center for the 2001-2002 academic year. Ms. Ness was a commissioner of the Federal Communications Commission from 1994 until 2001. During her tenure with the Federal Communications Commission, Ms. Ness focused extensively on spectrum matters, both domestically and globally, including serving as the Federal Communications Commission’s senior representative to three world radio communications conferences. Prior to joining the Federal Communications Commission, Ms. Ness was a Vice President of American Security Bank, a full-service bank located in Washington, DC, and was the group head for lending to communications companies. She also was assistant general counsel to the Banking, Currency and Housing Committee of the United States House of Representatives during the mid-1970s. In May 2003, Ms. Ness became a director of Adelphia Communications Corporation, a cable media company which had previously filed for bankruptcy in June 2002.

Dr. Rajendra Singh is a co-founder of our Company and has been a director since our Company’s inception in 1983. Dr. Singh was our President from our formation in 1983 until September 1994, was Chief Executive Officer from January 1994 until January 1995, and was Treasurer from January 1994 until January 1996. Dr. Singh was co-Chairperson of our board of directors from January 1995 until September 1996 and was the Chairperson of our board of directors, interim President and Chief Executive Officer from October 1998 to May 1999. Since leaving his position as an officer with the Company, Mr. Singh has concentrated on managing his investments and other assets. Dr. Singh is also the principal owner of Cherrywood Holdings, Inc. (“Cherrywood”), an investment company in wireless service and technology. From 1994 to present, Dr. Singh has been co-chair of the members committee of Telcom Ventures, L.L.C. (“Telcom Ventures”), an investment firm specializing in wireless service providers and emerging wireless technologies, as well as RF Investors, an investment company in wireless service and technology. In addition, Dr. Singh established, developed and directed APPEX, Inc., a billing services firm sold to Electronic Data Systems in October 1990. Dr. Singh is married to Neera Singh, a director and a former executive officer of our Company.

Neera Singh is a co-founder of our Company and has been a director since our Company’s inception in 1983. Mrs. Singh has decided not to stand for re-election at the 2007 Annual Meeting of stockholders. Mrs. Singh served as our Vice President from our formation in 1983 to October 1991 and Executive Vice President from January 1994 until September 1996. Mrs. Singh also served as our co-Chairperson of our board of directors from January 1995 until September 1996. Since leaving her position as an officer with the Company, Mrs. Singh has concentrated on managing her investments and other assets. From 1994 to present, Mrs. Singh has been co-Chairperson of the

94

members committee of Telcom Ventures and RF Investors, and a principal owner of Cherrywood. Mrs. Singh is married to Dr. Rajendra Singh, a director and former executive officer of our Company.

Corporate Governance and Related Matters

Our board of directors and audit committee have implemented a number of corporate governance measures designed to serve the long-term interests of our stockholders and employees. The corporate governance measures comply with rules adopted by the National Association of Securities Dealers, Inc., or the NASD, and the Securities and Exchange Commission, or the SEC. Our board will continue to evaluate, and improve upon as appropriate, our corporate governance principles and policies. Set forth below are several of the corporate governance initiatives adopted by our board of directors and audit committee to assure that we are governed by the highest standards.

Corporate Standards of Conduct.  Our board of directors and audit committee have adopted the Company’s Corporate Standards of Conduct, or the Policy. The Policy is a code of conduct and ethics applicable to every director, officer and employee of our Company and sets forth our policies and expectations on a number of topics, including conflicts of interest, relationships with others, corporate payments, disclosure policy, compliance with laws, corporate opportunities and the protection and proper use of our assets. We have also established formal procedures for receiving and handling complaints regarding accounting, auditing and internal controls matters. Employees or others can report concerns on an anonymous basis by e-mailing or writing to our general counsel at the addresses provided on our website. Any concerns regarding accounting or auditing matters so reported will be communicated to our audit committee.

Director Independence.  The board of directors has affirmatively determined that a majority of our current directors are “independent” within the meaning of NASD rules. For a director to be “independent” under such rules, (i) the director is not precluded from being deemed “independent” under certain specific NASD provisions; and (ii) the board of directors affirmatively determines that the director has no relationship which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out such director’s responsibilities.

Audit Committee Independence and Financial Expertise.  Rules adopted by the NASD and the SEC in 2003 impose additional independence requirements for all members of the audit committee. Our board of directors has determined that each of the current members of our audit committee meets these additional independence requirements. The SEC also adopted rules requiring issuers to disclose whether it has at least one “audit committee financial expert” and, if so, the name of the expert and whether the expert is “independent” as that term is used in the SEC rules. Our board has determined that Ms. Dobson and Mr. Keating each qualify as our “audit committee financial expert” within the meaning of the SEC rules, and that all of the members of our audit committee are “independent” as that term is used in the SEC rules. The audit committee’s responsibilities are described in a written charter adopted by our board of directors and include the responsibility of selecting our independent accountants, examining and considering matters relating to our financial affairs and reviewing our financial releases, interim annual financial statements, reviewing the scope of the independent annual audit and internal audits and the independent auditors’ letter to management concerning the effectiveness of our internal financial and accounting controls, approving guidelines for the hiring of former employees of the independent auditors, and reviewing the policies regarding expense accounts and perquisites and annually auditing travel and entertainment expenses of senior executives.

Nominating and Corporate Governance Committee.  The nominating and corporate governance committee is charged with identifying individuals qualified to become board members, recommending to the board the director nominees for the next annual meeting of stockholders, recommending to the board desired changes to the size and composition of the board, considering from time to time the board committee structure and makeup and recommending to the board retirement policies and procedures affecting board members. The committee also takes a leadership role with respect to our corporate governance practices. Each member of this committee is “independent” within the meaning of the NASD rules.

The nominating and corporate governance committee charter sets forth certain criteria for the committee to consider in evaluating potential director nominees. The charter provides that the committee, in selecting nominees, should assess the nominee’s qualifications as independent as well as his or her knowledge, perspective, skills, broad

95

business judgment and leadership, relevant industry or regulatory affairs knowledge, business creativity and vision, experience, age and diversity.

Our nominating and corporate governance committee relies primarily on recommendations from management and members of the board to identify director nominee candidates. When appropriate, the committee may retain search firms to assist in identifying suitable candidates. The committee also will consider timely written suggestions from stockholders. Stockholders wishing to suggest a candidate for director nomination for the 2008 annual meeting should mail their suggestions to LCC International, Inc., 7900 Westpark Drive, Suite A-315, McLean, Virginia 22102, Attn: Secretary. Suggestions must be received by our secretary no later than the date designated for receipt of stockholders’ proposals in a prior public disclosure made by us. If there has been no such prior public disclosure, then a stockholder’s notice must be delivered, or mailed and received, not less than 60 days nor more than 90 days prior to the annual meeting; provided, however, that in the event that less than 70 days’ notice of the date of the annual meeting is given to stockholders or prior public disclosure of the date of the meeting is made, notice by the stockholder must be received no later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. Director nominee candidates recommended by our stockholders are evaluated in the same manner in which candidates recommended by other sources are evaluated. In addition, pursuant to our amended and restated bylaws, stockholders eligible to vote at the annual meeting may also make nominations for directors if such nominations are made pursuant to timely notice, as specified above, in writing to our secretary and include certain information concerning the nominating stockholder and each person the stockholder proposes to nominate for election, as detailed in Section 3.4 of our amended and restated bylaws (dated July 23, 1996).

Compensation Committee.  Each member of our compensation committee (referred to in this Form 10-K as the “compensation committee”) is “independent” within the meaning of the NASD rules. The compensation committee has overall responsibility for approving and evaluating our compensation plans, policies and programs, including administering our stock incentive plans. The compensation committee considers and makes recommendations to our board of directors with respect to programs for human resource development and management organization and succession, approves changes in senior executive compensation and considers and makes recommendations to our board of directors with respect to general compensation matters and policies. There is no charter for this committee. For additional information about this committee, see the “Compensation Discussion and Analysis” below.

Communicating with the Board of Directors.  The board welcomes communications from stockholders and has adopted a procedure for receiving and addressing stockholder communications. Stockholders may send written communications to the entire board by addressing such communications to LCC International, Inc., 7900 Westpark Drive, Suite A-315, McLean, Virginia 22102, Attn: Secretary. Our corporate secretary will provide all such correspondence to the entire board of directors.

Availability of the Policy and Committee Charters.  The written charters governing the audit committee, the nominating and corporate governance committee and the compensation committee, as well as the Policy, are posted on the corporate governance page of our website at http://www.lcc.com. You may also obtain a copy of any of these documents without charge by writing to: LCC International, Inc., 7900 Westpark Drive, McLean, Virginia 22102, Attn: Secretary.

Board Meetings and Committee Meetings

During the year ended December 31, 2006, our board of directors held 14 meetings, and it took action by unanimous written consent on two occasions. No director attended fewer than 75% of the total number of meetings of our board of directors or any committee of our board of directors on which he or she served during the period on which he or she served. Four members of the board of directors attended our 2006 annual meeting of stockholders. We encourage, but do not require, members of our board of directors to attend the annual meeting of stockholders.

Our nominating and corporate governance committee is currently comprised of Mr. Lombardi and Ms. Ness. Ms. Ness is chairperson of our nominating and corporate governance committee. During fiscal year 2006, our nominating and corporate governance committee was comprised of the same members and Mr. Mark Ein, who

96

resigned as a director effective October 19, 2007. Our nominating and corporate governance committee met one time during the year ended December 31, 2006.

Our compensation committee currently is comprised of Ms. Dobson, Mr. Keating and Ms. Ness. Mr. Keating is chairperson of our compensation committee. During fiscal year 2006, our compensation committee was comprised of Ms. Dobson, Mr. Ein and Ms. Ness. Our compensation committee met four times and it took action by unanimous written consent on four other occasions during the year ended December 31, 2006.

Our audit committee currently is comprised of Ms. Dobson, Mr. Keating, Mr. Lombardi and Ms. Ness. Mr. Lombardi is serving as chairperson of our audit committee. During fiscal year 2006, our audit committee was comprised of the same members with the exception of Mr. Keating. The audit committee held 12 meetings during the year ended December 31, 2006.

97

MANAGEMENT

Our executive officers, and their respective ages as of November 7, 2007, are as follows:

Name	Age		Position
Dean J. Douglas		50	President and Chief Executive Officer
Louis Salamone, Jr.		60	Executive Vice President, Chief Financial Officer and Treasurer
Carlo Baravalle		46	Executive Vice President, Europe, Middle-East, Africa and Asia-Pacific
Peter A. Deliso		46	Senior Vice President New Ventures, General Counsel and Secretary
Kenneth M. Young		43	Senior Vice President, Chief Marketing Officer and President of Americas

Dean J. Douglas has served as the President and Chief Executive Officer of the Company since October 4, 2005. From 2002 to October, 2005 Mr. Douglas served as Vice President, Communications and Distribution Sectors, IBM Global Services, a business segment of IBM. In that position, Mr. Douglas was responsible for the outsourcing, out-tasking and business transformation services businesses for the telecommunications industry in the Americas, where his clients included most of the major telecommunications carriers. From 2000 to 2002, Mr. Douglas served as the General Manager, Wireless Services of IBM Global Services. Prior to joining IBM in 2000, Mr. Douglas served in various capacities in the Cellular Infrastructure Group and the Land Mobile Products Sector of Motorola, as well as General Manager of Motorola’s Invisix joint venture with Cisco Systems, Inc.

Louis Salamone, Jr. has served as Senior Vice President, Chief Financial Officer and Treasurer since May 15, 2006. He was promoted by the board of directors to Executive Vice President, Chief Financial Officer and Treasurer effective January 1, 2007. Mr. Salamone served as Senior Vice President and Chief Financial Officer of Global eXchange Services, a provider of business-to-business integration, synchronization and collaboration solutions from December 2004 until May 2006. Prior thereto, Mr. Salamone served as Senior Vice President and Chief Financial Officer of US internetworking (“USi”), a leading Application Service Provider (“ASP”), from May 2002 to November 2004. He joined USi following the merger of Interpath Communications, Inc. (“Interpath”), another leading ASP, and USi, both of which were controlled by Bain Capital, as part of USi’s emergence from bankruptcy in May of 2002. Mr. Salamone served as Executive Vice President and Chief Financial Officer of Interpath from November of 2000 until its merger with USi in May 2002. Prior to joining Interpath, Mr. Salamone was Executive Vice President and Chief Financial Officer and a member of the board of directors from March 1996 to June 2000 of Applied Graphics Technologies, Inc., a multinational leader in providing a broad range of graphics and media related services to the advertising and entertainment industries as well as directly to advertisers and media companies. From 1993 to 1996, Mr. Salamone served as Senior Vice President and Chief Financial Officer of Nextel Communications, Inc., a leading provider of wireless communications services. Mr. Salamone began his career with Deloitte + Touche (“Deloitte”) in 1968 where he was a partner. While with Deloitte he served in various leadership capacities, including Partner in Charge of the New York Metro Region middle market practice and was a leader in the firm’s High Technology practice.

Carlo Baravalle served as Executive Vice President of the Europe, Middle-East, Africa and Asia-Pacific regions on a full-time independent contractor basis beginning December 2006 until November 29, 2007, and a Senior Vice President since December 2004. From May 2001 until December 2004, Mr. Baravalle served as our Senior Vice President, Europe, Middle-East, Africa and Asia-Pacific. From January 2000 to May 2001, Mr. Baravalle was Managing Director, international development and operations, of MoneyExtra PLC. MoneyExtra PLC became Exchange FS Group PLC, a company that develops, distributes, and supports electronic trading in the insurance industry and consumer and financial services on the internet, and was responsible for the development and management of its international operations. From 1998 to 2000, Mr. Baravalle was Vice President, Product Marketing, GSM-UMTS, the wireless division for Lucent Technologies and which respectively stand for the Global System for Mobile Communications and Universal Mobile Telecommunications System business, where he was responsible for all strategy, business planning, marketing, sales support and partnership activities worldwide for the GSM, GPRS and UMTS product lines. From 1996 to 1998, Mr. Baravalle was Director

98

of Corporate Finance for Warburg Dillon Reed’s telecom sector. Warburg Dillon Reed is now known as UBS Warburg, a financial firm involved in the wealth management Business, global investment banking and securities. From 1993 to 1996, Mr. Baravalle was Business Development Director for British Telecom (“BT”), where he was responsible for implementing BT’s global strategy through external growth. Mr. Baravalle has also held positions in strategic consulting and finance.

Peter A. Deliso has served as our Senior Vice President, New Ventures, General Counsel & Secretary since October 2005, as our Interim Chief Executive Officer from March 2005 to October 2005, and as our Vice President Corporate Affairs, General Counsel and Secretary since June 1994. During this time, Mr. Deliso has served as a principal member of the Company’s senior executive staff, assuming various legal, operational and corporate development roles with the Company. From late 1989 until January 1994, Mr. Deliso served as corporate counsel for Mobile Telecommunications Technologies Corp. (“Mtel”) and its various domestic and international subsidiaries. Prior to his employment with Mtel, Mr. Deliso was with the law firm of Garvey, Schubert & Barer specializing in international, corporate and securities law.

Kenneth M. Young has served as Senior Vice President and Chief Marketing Officer and President of Americas since July 2007 and as Senior Vice President Chief Marketing Officer from May 2006 to July 2007. From May 2004 to May 2006, Mr. Young served as Chief Operating Officer for Liberty Media’s Connectid mobile content subsidiary as well as Senior Vice President and Chief Marketing Officer of Liberty Media’s TruePosition location based services organization. Before joining Liberty Media, Mr. Young spent over 16 years with the now AT&T corporation and held senior management positions with Cingular Wireless, SBC Wireless, and Southwestern Bell Telephone operations. During his tenure with SBC, Mr. Young led various marketing, sales, business development and P&L operations focused on consumer and enterprise markets.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our officers, directors and persons who own more than 10% of our class A common stock file with the SEC reports about their ownership of our class A common stock. The reporting persons are required by rules of the SEC to furnish us with copies of all Section 16(a) reports they file. Except as noted below, based solely on our review of the copies of such reports furnished to us by our directors and officers during and with respect to the year 2006 or upon written representations that no other reports were required, we believe that all Section 16(a) filing requirements applicable to our directors, officers and greater than 10% beneficial owners were satisfied timely, except that one transaction in a Form 4 for each of Mr. Ein, Ms. Ness, Mr. Lombardi, Ms. Singh, Dr. Singh and Mr. Young, one transaction in a Form 5 for Ms. Dobson, one transaction in each of two Form 4s for Ms. Dobson, and one transaction in each of two Form 5s for each of Mr. Ein, Ms. Ness, Ms. Singh and Dr. Singh were reported late.

Item 11.   Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This section provides information regarding the compensation policies and programs in place for our principal executive officer, the two individuals who served as our principal financial officer in 2006 and the other highest paid executive officers who were serving as executive officers as of December 31, 2006 (collectively, our “NEOs”). It includes, among other things, the overall objectives of our compensation program and each element of compensation that we provide.

Compensation Philosophy and Objectives

Our overall compensation philosophy is designed to facilitate the recruitment, retention and motivation of our executive officers and employees and to align their incentives with those of our stockholders. In this regard, our compensation objectives are:

•  To provide a compensation package at a level at which we can successfully recruit talented executives;

•  To reward executive officers in a manner that is directly associated with creating stockholder value;

99

•  To compensate employees fairly and equitably in return for high-quality delivery of services to our clients;

•  To reward employees for supporting profit growth, disciplined spending, identifying and seizing opportunities to save, and hard work; and

•  To reward employees as stockholders and contributors as Company profitability increases and thereby retain valuable employees.

Our compensation committee is charged with making decisions with respect to the compensation of our NEOs, as well as our other executive officers, and administering our various incentive and benefit plans.

Setting Executive Compensation

In determining each of the components of the compensation paid to our executive officers, including the NEOs, as well as the amount of each component, the compensation committee looks to both objective/market-based metrics, as well as more subjective/internal analyses.

Market Analysis

In setting the total compensation packages for our NEOs, the compensation committee periodically engages independent outside consultants, such as Mercer, the Hay Group and Watson Wyatt, to assist us in determining the reasonableness of executive compensation for our executive officers by providing their insight into current compensation philosophies, current market trends and compensation benchmark data for both public and private companies within the wireless telecommunications industry. For each executive position in our Company, the benchmark data our consultants provide is based upon a range of compensation packages for each comparable position of other companies within the wireless industry.

To supplement and confirm the analysis provided by our consultants, the compensation committee consults the public filings of a smaller group of similar telecommunications companies and those we consider our “peer group.” This smaller group of companies changes from year to year, but has historically included Boston Communications Group Inc., FiberTower Network Services Corp., Wireless Facilities, Inc., Telecommunications Systems Inc. and WPCS International Inc.

Internal Analysis

In addition to the market analysis described above, the compensation committee also reviews the results of operations during the course of the previous year. The compensation committee compares this with our targeted results for the year, and compares these results with the operating results of the peer group. In addition, the compensation committee reviews and approves the proposed compensation levels of each of our executives, including the bonus programs and equity grant programs, to determine whether the compensation packages provided to executives are appropriate given the information garnered above.

Role of Executive Officers in Compensation Discussions

With regard to compensation paid to each NEO other than himself, Mr. Douglas reviews, on at least an annual basis, the amount of each component of compensation paid to each NEO during the previous year. That analysis factors the executive’s individual performance, contribution to the Company and execution of responsibilities. Based on this review, Mr. Douglas makes recommendations to the compensation committee regarding the compensation to be paid to such persons during the following year. While the compensation committee takes Mr. Douglas’ recommendations into consideration, the compensation committee makes the ultimate decision relating to the amounts and form of compensation paid to the NEOs based on the totality of its analysis. Mr. Douglas is present during the compensation committee’s deliberations of the compensation paid to each NEO other than himself. The compensation committee also may meet in executive session to discuss these recommendations. Mr. Douglas is not present for the executive session. The review of Mr. Douglas’ compensation from year-to-year is conducted exclusively by the compensation committee.

100

Elements of Compensation

For the fiscal year ended December 31, 2006, we paid the following compensation to our NEOs:

•  Base salary;

•  Long-term equity awards;

•  Annual incentive cash compensation; and

•  Post-termination compensation.

The compensation committee considers these elements in the aggregate in determining the total compensation to be paid to our NEOs for a given year.

Base Salary

We provide the NEOs with a base salary that we believe is competitive and compensates them for services rendered during the year. In addition, as discussed below, the annual incentive award granted to each NEO is based on a percentage of the NEO’s base salary.

In setting the base salary of our chief executive officer only, the compensation committee determined that it was in the best interests of the Company and its stockholders to set the base salary at the lower end of salaries of chief executive officers of our peer group and increase the compensation to our chief executive officer in the form of equity awards (options, restricted stock units, etc.). The goal of compensating our chief executive officer in this manner is to tie his compensation to the performance of the Company through equity rights. Under this model, the chief executive officer is incented to focus on areas that result in an increase in price per share of our stock and a better overall return to our stockholders.

Long-Term Equity Participation

Historically, we have granted equity awards, in the form of both performance-based and service-based stock options and service-based restricted stock units, to our NEOs pursuant to our Equity Incentive Plan. In recent years, including in 2006, the compensation committee determined that the majority of the awards made to our NEOs under the Equity Incentive Plan should be in the form of performance-based options so that our NEO’s interests are closely aligned with those of our stockholders. To that end, of the approximately 4,000,000 shares outstanding under our Equity Incentive Plan, approximately 2,000,000 are based on performance criteria. Specifically:

•  Mr. Douglas, our President and Chief Executive Officer, was granted 1,000,000 options which vest in 25% increments if and when the 20-day average closing price per share of our common stock equals or exceeds the following amounts (as adjusted for stock splits and reverse stock splits): $4.00, $5.75, $7.25 and $9.00.

•  Mr. Baravalle, our Executive Vice President, Europe, Middle East, Africa and Asia Pacific, was granted 400,000 options which vest in 25% increments if and when the 20-day average closing price per share of our common stock equals or exceeds the following amounts (as adjusted for stock splits and reverse stock splits): $4.25, $6.00, $7.50 and $9.00.

•  Mr. Salamone, our Executive Vice President, Chief Financial Officer and Treasurer, was granted 400,000 options which vest in 25% increments if and when the 20-day average closing price per share of our common stock equals or exceeds the following amounts (as adjusted for stock splits and reverse stock splits): $4.00, $5.75, $7.25 and $9.00.

•  Mr. Young, our Senior Vice President, Chief Marketing Officer and President of Americas was granted 175,000 options which vest in 25% increments if and when the 20-day average closing price per share of our common stock equals or exceeds the following amounts (as adjusted for stock splits and reverse stock splits): $4.00, $5.75, $7.25 and $9.00.

The amount of equity compensation that is provided to each NEO in a given year is generally determined by reference to the number of shares remaining available for issuance under the Equity Incentive Plan, the trading price of a share of our common stock, the potential trading price of a share of our common stock considering our future

101

business plans and the potential proceeds from equity ownership our NEO’s could realize. In addition, we have begun to grant equity awards to key employees based upon this same methodology, adjusted to reflect the appreciation in share price.

Annual Incentive Cash Compensation

Our NEOs participate in the Executive Bonus Plan. Pursuant to the Executive Bonus Plan, the NEO may receive a cash bonus if performance targets for the applicable year are met. The performance targets are established by the compensation committee at the beginning of each year. For each of our NEOs, other than Mr. Douglas, performance targets for the 2006 fiscal year were based solely on the attainment of EBITDA goals for the region in which the NEO has primary responsibility. For all of our NEOs other than Mr. Baravalle and Mr. Greenwell, EBITDA goals were for the Company’s worldwide operations. For Mr. Baravalle the EBITDA goals were for the Company’s Europe, Middle East, and Africa operations and for Mr. Greenwell, former Senior Vice President, the Americas and Asia Pacific, the EBITDA goals were for the Company’s North America and Asia Pacific operations.

The compensation committee chose EBITDA as the appropriate performance target for the Executive Bonus Plan for 2006 because this measure focuses on the profitability of the relevant segment of the Company as opposed to revenue. For Mr. Douglas, in addition to EBITDA, the compensation committee determined that his annual incentive bonus would be based on growing new areas of our business and divesting the Company’s U.S. network deployment business.

For 2006, the NEOs were eligible to receive target bonuses in a range of 50% to 100% of their base salaries. In the cases of Mr. Douglas and Mr. Salamone, their employment agreements provide that each year their target bonus opportunity will be 100% and 75%, respectively, of their base salary in effect for such year.

The following is a summary of the bonus potential for each of our NEOs for 2006:

	Target Bonus as a
	Percentage of
Executive	Base Salary
Dean J. Douglas		100	%
Louis Salamone, Jr.		75	%
Carlo Baravalle		50	%
Peter A. Deliso		50	%
Kenneth M. Young		50	%
James W. Greenwell		50	%
Charles R. Waldron		50	%

After reviewing the 2006 financial performance of the Company, the compensation committee determined that the EBITDA performance targets were met at the maximum potential EBITDA performance target for Mr. Baravalle. The amount of Mr. Baravalle’s bonus is set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Mr. Greenwell, former Senior Vice President, the Americas and Asia Pacific, and Mr. Waldron, former Senior Vice President, Chief Financial Officer and Treasurer, were not employed at the end of 2006. With respect to the other NEOs who were employed by the Company at the end of the year, the compensation committee determined that the EBITDA performance targets were not met. As a result, the committee determined that it was advisable not to grant a bonus under the Executive Bonus Plan. The committee recognized, however, the contributions and efforts of the other NEOs during 2006, including the successful divestiture of the Company’s deployment business and progress made in realizing the Company’s strategic goals and, in light of these efforts, the committee decided to exercise its discretion to grant these NEOs a discretionary bonus in the amounts set forth in the “Bonus” column of the Summary Compensation Table.

The committee gave each NEO who earned a bonus the option to receive his bonus in cash or in fully vested stock units. In either case, the bonuses will be paid on the first day that the next trading window for executive officers opens under the Company’s insider trading policy. Each of Messrs. Douglas, Salamone, Deliso and Young

102

elected to receive 100% of his bonus in fully vested stock units and Mr. Baravalle elected to receive his bonus in cash. The number of stock units each NEO who has elected to receive stock units will receive will be equal to the NEO’s bonus amount divided by the fair market value of a share of our common stock on the first day that the next trading window for executive officers opens under the Company’s insider trading policy, provided that the price used would be no less than $4.27 per share, which was the closing price on the trading day immediately prior to the date of the meeting at which the committee approved the bonus award.

Equity Grant Practices

Historically, the compensation committee has made broad-based, annual grants of equity awards to our employees. Typically, this was done on the first regularly scheduled compensation committee meeting of each year, which is generally in February. The exercise price of these options is the closing market price of our common stock on the date prior to the date of grant, and the date of grant is the date of compensation committee approval of the award.

Recently, the compensation committee has transitioned to a practice of granting equity awards primarily to our executive officers and other senior employees of the Company. These grants are generally made throughout the year in connection with new hires or otherwise in the discretion of the compensation committee. The compensation committee generally meets as necessary to make these awards and the exercise price for any options granted will be the closing market price of our common stock on the date prior to such grant date.

Pursuant to a resolution of the compensation committee adopted in 2000, the chief executive officer was authorized to make grants through the end of 2006 to newly hired employees below the level of vice president for options and restricted stock units in an amount according to a sliding scale dependent upon the level of the newly hired employee. This authorization is no longer in effect.

We do not have a program, plan or practice of timing equity grants in coordination with the release of material non-public information.

Post-Termination Compensation

We have entered into agreements with certain of our NEOs providing for payments and other benefits if the NEO’s employment terminates due to certain circumstances, such as being terminated without “cause,” leaving employment for “good reason” or upon a change in control.

The severance arrangements for Messrs. Douglas and Salamone are set forth in their employment agreements with the Company. The compensation committee believes these severance arrangements are an important part of overall compensation for Messrs. Douglas and Salamone as they provide reasonable protection of their expectations in joining the Company, specifically with respect to their equity incentive grants. The severance arrangements for Mr. Deliso are set forth in the Company’s Change in Control Severance Plan. The severance arrangements for Mr. Baravalle are set forth in the Settlement Agreement described under the heading “Actions Taken After Fiscal Year-End — Termination of Baravalle Consulting Agreement.”

Additional information regarding these post-termination agreements, including a definition of key terms and a quantification of benefits that would have been received by our NEOs had termination occurred on December 31, 2006, is found under the heading “Potential Payments upon Termination or Change of Control”.

The compensation committee also believes that these arrangements are important as a recruitment and retention device as all or nearly all of the companies with which the Company competes for talented executives have similar agreements in place for their NEOs.

Compensation Deductibility Policy

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations, no deduction is allowed for annual compensation in excess of $1,000,000 paid by a publicly-traded company to its chief executive officer and, pursuant to recent IRS interpretations, the three other most highly compensated officers. Under those provisions, however, there is no limitation on the deductibility of “qualified performance-based compensation.” In general, our policy has been, and will continue to be, to maximize the extent

103

of tax deductibility of executive compensation under the provisions of Section 162(m) so long as doing so is compatible with its determinations as to the most appropriate methods and approaches for the design and delivery and compensation to our executive officers.

Actions Taken After Fiscal Year-End

Termination of Baravalle Consulting Agreement

Pursuant to a Consulting Agreement between LCC UK Limited, a subsidiary of the Company (“LCC UK”), and SEMAB Management Srl, a private limited liability company controlled by Mr. Baravalle (“SEMAB”), dated as of December 23, 2004 (the “SEMAB Consulting Agreement”), Mr. Baravalle served as the Company’s Executive Vice President, Europe, Middle East, Africa and Asia Pacific. As previously disclosed on Form 8-K filed by the Company on October 11, 2007, LCC UK served a twelve-month notice of termination to SEMAB, pursuant to the terms of the SEMAB Consulting Agreement on October 5, 2007. Mr. Baravalle has provided services to LCC UK and the Company under the terms of the SEMAB Consulting Agreement since December 23, 2004.

On November 29, 2007, LCC UK and SEMAB executed a Settlement Agreement pursuant to which Mr. Baravalle ceased to serve as the Company’s Executive Vice President, Europe, Middle-East, Africa and Asia-Pacific and, effective November 29, 2007, he assumed the role of Senior Advisor to the Chief Executive Officer focused on business development activities primarily in the Middle-East. Pursuant to the Settlement Agreement, Mr. Baravalle will be paid his regular monthly fees through April 5, 2008, at which point he will receive a lump sum payment of Euro 228,000. He will also be eligible to receive bonus compensation as described in the Settlement Agreement.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2006 to be filed with the Securities and Exchange Commission.

THE COMPENSATION COMMITTEE

Julie A. Dobson
Susan Ness

104

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Each of our NEOs is eligible to receive severance payments and other benefits in the event of termination of employment or a change of control of the Company. The payments for Messrs. Douglas and Salamone are set forth in their employment agreements while the payments for certain of our other NEOs are set forth in our Change in Control Severance Plan, adopted in June 2005. In addition, certain awards granted under our Equity Incentive Plan are affected by a change in control of the Company.

Employment Agreements with Mr. Douglas and Mr. Salamone

Severance Payments

We entered into employment agreements with Mr. Douglas on October 4, 2005 and Mr. Salamone on April 21, 2006. These agreements provide for severance and change in control payments as follows:

•  Death or Disability.  If the executive’s employment is terminated by reason of his death or disability, he will be entitled to receive any earned and unpaid salary, earned and unpaid benefits (such as accrued but unused vacation), and prior years’ bonuses earned but not yet paid;

•  Non-Renewal.  If the executive’s employment is terminated due to his election not to renew the employment agreement or by our election not to renew the agreement at any time after his 66^th birthday, the executive will be entitled to earned and unpaid salary, earned and unpaid benefits, prior years’ bonuses earned but not yet paid, and any earned bonus for his final year of employment;

•  Cause, Without Good Reason.  If the executive’s employment is terminated by us for “cause,” or by the executive without “good reason,” the executive is entitled to receive any earned and unpaid salary and benefits, but not any bonuses.

•  as used in the employment agreements, “cause” means (i) the executive’s committing a felony or act of fraud or neglect; (ii) the continuing failure of the executive to perform his duties; (iii) any material violation of a published Company policy; (iv) any material violation of the non-competition, non-solicitation, non-disclosure and assignment of inventions covenants contained in the employment agreement; or (v) the executive’s material breach of his employment agreement.

•  as used in the employment agreements, “good reason” means (i) a material reduction of the executive’s authority, duties and responsibilities; (ii) a reduction in the executive’s annual salary, except in connection with a reduction in compensation generally applicable to senior management, provided that for Mr. Salamone, such a reduction may not exceed 15% of his base salary as established on April 21, 2006; (iii) the Company’s material and willful breach of the employment agreement; and (iv) in the case of Mr. Douglas, (A) a requirement that his work location be moved more than 50 miles from McLean, Virginia, or (B) the failure of the Company to obtain the assumption of Mr. Douglas’ employment agreement by its successor.

•  Without Cause, For Good Reason.  If the executive’s employment is terminated by us without cause, or by the executive for good reason, or as a result of the Company’s election not to renew the executive’s employment agreement at any time prior to his 66^th birthday, the executive is entitled to receive:

•  any earned and unpaid salary and benefits;

•  prior years’ bonuses earned but not yet paid; and

•  a severance payment equal to, in the case of Mr. Douglas, 1.5 times, and in the case of Mr. Salamone, one time, the sum of his annual salary in effect on the day of termination and his target bonus for the calendar year in which the termination of his employment occurs or, if no target bonus for the year of termination has been set on or prior to the termination of his employment, the target bonus for the prior year.

•  Without Cause or For Good Reason in Change in Control Period.  If the executive’s employment is terminated by us without cause, or by the executive for good reason or as a result of the Company’s election not to renew the executive’s employment agreement at any time prior to his 66^th birthday, in the case of

105

Mr. Douglas within 3 months prior to or 18 months following a change in control of the Company, and in the case of Mr. Salamone, within 365 days following a change in control of the Company, each executive will receive:

•  the severance benefits described above (in the event of a termination without cause or a termination for good reason), except that the severance payment for Mr. Douglas will equal 2 times the sum of his annual salary and target bonus and the severance payment for Mr. Salamone will equal 1.5 times his annual salary and target bonus;

•  an amount equal to any excise taxes charged to them as a result of his receipt of change in control payments; and

•  in the case of Mr. Douglas only, if he elects COBRA health care continuation coverage, for 12 months following termination of his employment he will be entitled to the difference between his share of pre-termination group health plan costs and the cost of COBRA coverage.

The payments described above would be made in a lump sum within 30 days of the date of termination, unless a delay is required in order to avoid an excise tax pursuant to Section 409A of the Internal Revenue Code.

Acceleration of Certain Equity Grants

In addition to the above severance arrangements, pursuant to the employment agreements, (i) Mr. Douglas was granted 500,000 restricted stock units and options to purchase 1,000,000 shares of our class A common stock, and (ii) Mr. Salamone was granted 150,000 restricted stock units and options to purchase 400,000 shares of our class A common stock. The executive’s employment agreement provides for accelerated vesting of such equity awards in the following circumstances:

Death or Disability:  If the executive’s employment is terminated by reason of his death or disability, 100% of the outstanding restricted stock units and options vest.

Without Cause, For Good Reason:  If the executive’s employment is terminated by us without cause, or by the executive for good reason, 100% of the outstanding restricted stock units vest.

Without Cause or For Good Reason in Change in Control Period:  If the executive’s employment is terminated by us without cause, or by the executive for good reason, in either case within three months prior to, or 18 months following a change in control of the Company, 100% of the outstanding options vest.

Change in Control within 18 months of Grant Date:  If there is a change in control within 18 months of the grant date, the restricted stock units will vest to the extent of 662/3% of the total amount thereof and the options will vest to the extent of 50% of the amount thereof.

Conditions to Receipt of Severance Payments

Pursuant to the employment agreements, Mr. Douglas and Mr. Salamone each agreed that, during the term of the employment agreement and for one year thereafter, he would not engage in any competitive activity with us or solicit any of our employees, customers or vendors. The employment agreements also contain an agreement by the executives to maintain the confidentiality of our confidential information.

106

Summary of Payments

The following is a summary of the estimated payments Mr. Douglas would have received in connection with a termination of employment. The summary below assumes that (i) Mr. Douglas was terminated on December 31, 2006, (ii) our stock price was equal to $4.05, the closing market price of our stock on December 29, 2006, the last trading day of 2006, and (iii) upon termination of employment he had been fully paid all earned salary and prior years’ bonuses.

	Bonus for							Acceleration of		Tax
	Final Year of							Equity Awards		Gross up
	Employment			Severance		Benefits		(Intrinsic Value)		Payments		Total
Death or Disability		—			—		—	$	2,910,003		—	$	2,910,003
Non-Renewal of Agreement prior to 66th Birthday	$	375,000	(1)		—		—		—		—	$	375,000
Termination without Cause or for Good Reason		—		$	1,125,000		—	$	1,350,003		—	$	2,475,003
Termination without Cause or For Good Reason during Change in Control Period		—		$	1,500,000	$	3,490	$	2,910,003	$	1,580,662	$	5,994,155

(1) Assumes Mr. Douglas worked until December 31, 2006 and that target EBITDA goals for the year were attained.

The following is a summary of the estimated payments Mr. Salamone would have received in connection with a termination of employment. The summary below assumes that (i) Mr. Salamone was terminated on December 31, 2006, (ii) our stock price was equal to $4.05, the closing market price of our stock on December 29, 2006, the last trading day of 2006, and (iii) upon termination of employment he had been fully paid all earned salary and prior years’ bonuses.

	Bonus for							Acceleration of		Tax
	Final Year of							Equity Awards		Gross up
	Employment			Severance		Benefits		(Intrinsic Value)		Payments		Total
Death or Disability		—			—		—	$	727,500		—	$	727,500
Non-Renewal of Agreement prior to 66th Birthday	$	103,311(1	)		—		—		—		—	$	103,111
Termination without Cause or for Good Reason		—		$	514,666		—	$	607,500		—	$	1,122,166
Termination without Cause or For Good Reason during Change in Control Period		—		$	771,999		—	$	727,500	$	411,104	$	1,910,603

(1) Assumes Mr. Salamone worked until December 31, 2006 and that target EBITDA goals for the year were attained. Bonus number is pro-rated for the number of days in 2006 that Mr. Salamone was employed by the Company.

LCC International, Inc. Change in Control Severance Plan

On June 15, 2005, we adopted the LCC International, Inc. Change in Control Severance Plan (the “Change in Control Plan”). The plan provides that the compensation committee will designate those employees who will participate in the Change in Control Plan. The compensation committee designated Peter A. Deliso, Carlo Baravalle and James Greenwell as participants in the plan, however, Messrs. Baravalle and Greenwell are no longer eligible to participate in the plan by virtue of their change in status. In the future, the compensation committee may designate additional participants in the Change in Control Plan.

107

Severance Payments

Pursuant to the Change in Control Plan, if a participant is “involuntarily terminated” within 12 months following a change in control of the Company, he is entitled to receive:

•  accrued but unpaid compensation;

•  a pro-rata bonus for the year of termination determined by multiplying his target bonus for the year of termination by a fraction, the numerator of which is the number of days through the termination date and the denominator of which is 365;

•  payment of both the employer and employee portion of the COBRA premiums for continuation of group health coverage during the 18-month period immediately following termination of employment; and

•  a cash payment equal to 150% of the executive’s annualized base salary at the rate in effect during the last regularly scheduled payroll period immediately preceding either (i) the occurrence of the change in control, or (ii) the executive’s involuntary termination, whichever is greater.

As defined under the plan, an involuntary termination is:

•  an executive’s termination by us without cause;

•  the executive’s resignation following a reduction in annual base pay or target bonus opportunity, a material reduction in benefits or a relocation of his place of employment which is more than 35 miles from his place of employment prior to the change in control, if any of such changes or reductions were made without the executive’s consent; or

•  the executive’s resignation following a change in his position with the Company (or with a successor entity) that is effected without the executive’s written consent and materially reduces his level of responsibility or authority or that materially increases his level of responsibility or authority without an appropriate increase in compensation.

The payments described above would be made in a lump sum within 30 days of the date of termination, unless a delay is required in order to avoid an excise tax pursuant to Section 409A of the Internal Revenue Code.

Each executive must execute a general release of claims to receive a severance payment and is subject to a covenant not to compete with us for the 18-month period immediately following a covered termination of employment. In addition, the Change in Control Plan provides that at the discretion of the compensation committee, we may provide a tax gross-up payment to participants whose payments under the Change in Control Plan are subject to the excise tax under the Internal Revenue Code on excess parachute payments.

The following is a summary of the estimated payments Mr. Deliso and Mr. Baravalle would have received in connection with an involuntary termination of employment. (We have not summarized the payments Mr. Greenwell would have received as he is no longer employed by the Company.) The summary below assumes that (i) the executive was terminated on December 31, 2006, (ii) our stock price was equal to $4.05, the closing market price of our stock on December 29, 2006, the last trading day of 2006, and (iii) upon termination of employment the executive was not entitled to accrued but unpaid compensation. The tax gross up payments include the amounts attributable to the acceleration of equity awards under the Equity Incentive Plans described below.

	Pro-Rata		COBRA
	Bonus		Premiums		Severance		Tax Gross up		Total
Peter A. Deliso	$	150,000	$	15,791	$	450,000	$	275,224	$	891,015
Carlo Baravalle(1)	$	299,569		—	$	898,707		—	$	1,198,276

(1) Mr. Baravalle does not reside in the United States and so COBRA and tax gross up payments are inapplicable to him. Mr. Baravalle is paid in Euros. Amounts shown have been converted into U.S. dollars based on an exchange rate of 1.3139 U.S. dollars per Euro.

108

Awards Granted under the Equity Incentive Plan

Generally, the award agreements covering options and restricted stock units (“RSUs”) granted to our NEOs pursuant to our Equity Incentive Plans provide that unvested options and RSUs vest in full upon a change in control of our Company or our Equity Incentive Plan gives the Company the discretion to accelerate the vesting of such awards. As noted above, the option and RSU agreements that Messrs. Douglas and Salamone entered into in connection with their employment agreements provide for different treatment of their options and RSUs in connection with a change in control. As of December 31, 2006, neither Mr. Douglas nor Mr. Salamone held any options or RSUs other than those granted to them pursuant to their employment agreements.

The following is a summary of the payments our NEOs, other than Mr. Douglas and Mr. Salamone, would receive in connection with the acceleration of their equity awards upon a change in control of the Company.

	Acceleration of		Acceleration of
	Options		RSUs		Total
Carlo Baravalle	$	356,701	$	438,753	$	795,454
Peter A. Deliso	$	16,604	$	438,753	$	455,357
Kenneth M. Young	$	129,500		—	$	129,500

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by each of the named executive officers for the fiscal year ended December 31, 2006.

								Stock			Option		Non-Equity		All Other
			Salary		Bonus			Awards			Awards		Incentive Plan		Compensation			Total
Name and Principal Position	Year		($)		($)(1)			($)(2)			($)(3)		Compensation(4)		($)(5)			($)
Dean J. Douglas		2006	$	375,000	$	381,250(6	)	$	193,426		$	216,065		—	$	31,986	(7)	$	1,197,727
President and Chief Executive Officer
Louis Salamone Jr.(8)		2006	$	220,076	$	164,063		$	61,144		$	104,348		—	$	28,265	(9)	$	577,896
Executive Vice President,
Chief Financial Officer, and Treasurer
Carlo Baravalle(10)		2006	$	599,138		—		$	61,167		$	132,972	$	597,825		—		$	1,391,102
Executive Vice President, Europe, Middle-East, Africa and Asia-Pacific
Peter A. Deliso		2006	$	300,000	$	150,000		$	61,167		$	4,528		—	$	6,977		$	522,672
Senior Vice President New Ventures, General Counsel and Secretary
Kenneth M. Young(11)		2006	$	163,485	$	156,249	(12)		—		$	37,505		—	$	11,460		$	368,699
Senior Vice President, Chief Marketing Officer, and President of Americas
James W. Greenwell(13)		2006	$	157,443		—		$	(17,125	)	$	173		—	$	32,833	(14)	$	173,324
Former Senior Vice President, the Americas and Asia-Pacific
Charles R. Waldron(15)		2006	$	127,083		—		$	(17,125	)		—		—	$	24,014	(16)	$	133,972
Former Senior Vice President, Chief Financial Officer and Treasurer

(1)	Represents discretionary bonuses awarded to certain of the named executive officers as discussed in further detail under “Annual Incentive Cash Compensation”.
(2)	Represents the amount recognized for financial statement reporting purposes in accordance with SFAS No. 123(R), other than any estimates relating to forfeitures, for awards of RSUs, under the Company’s Equity Incentive Plan for

109

	the fiscal year ended December 31, 2006. Assumptions used in the calculations of these amounts are included in Note 14, Incentive Plans, in the consolidated financial statements.
(3)	Represents the amount recognized for financial statement reporting purposes in accordance with SFAS No. 123(R), other than any estimates relating to forfeitures, for awards of stock options under the Company’s Equity Incentive Plan for the fiscal year ended December 31, 2006. Assumptions used in the calculations of these amounts are included in Note 14, Incentive Plans, in the consolidated financial statements.
(4)	Reflects an annual cash incentive award of $374,462 earned by Mr. Baravalle under the 2006 Executive Bonus Plan, which is discussed in further detail under the heading “Annual Incentive Cash Compensation”, and an annual cash incentive award of $223,363 paid to Mr. Baravalle in 2006 for 2005 performance.
(5)	This column includes (i) 401(k) matching contributions under the LCC International, Inc. 401(k) and Profit Sharing Plan as follows: Mr. Douglas — $1,219, Mr. Salamone — $875, Mr. Deliso — $6,300, Mr. Greenwell — $5,532, Mr. Waldron — $4,326; (ii) premiums on term life insurance as follows: Mr. Douglas — $450, Mr. Salamone — $1,238, Mr. Deliso — $450, Mr. Young — $188, Mr. Greenwell — $188, Mr. Waldron — $645; (iii) long term disability premiums as follows: Mr. Douglas — $227, Mr. Deliso — $227, and Mr. Greenwell — $142; and (iv) in the case of Mr. Young, $11,273 in relocation payments.
(6)	In addition to Mr. Douglas’ discretionary bonus, includes the $100,000 second and final installment of a $175,000 signing bonus payable under Mr. Douglas’ October 4, 2005 employment agreement.
(7)	In addition to the amounts set forth in note 5 above, amount includes $30,090 paid to Mr. Douglas for relocation expenses pursuant to the terms of his employment agreement.
(8)	Mr. Salamone was hired as the Company’s Senior Vice President and Chief Financial Officer on April 21, 2006, commenced employment on May 15, 2006 and was promoted to Executive Vice President, Chief Financial Officer and Treasurer on January 1, 2007.
(9)	In addition to the amounts set forth in note 5 above, amount includes a monthly housing allowance of $2,300 paid to Mr. Salamone from May 15, 2006 through the end of December 31, 2006 and travel reimbursements in the amount of $11,200.
(10)	Mr. Baravalle provides services to the Company as a consultant pursuant to a consulting agreement by and between LCC United Kingdom, Ltd. (“LCC UK”) and SEMAB Management Srl., a consulting company owned by Mr. Baravalle and other members of his family. The Company pays Mr. Baravalle a flat consulting fee. Mr. Baravalle does not participate in the Company’s benefit plans other than the Equity Incentive Plan and the Executive Bonus Plan. Mr. Baravalle’s compensation is paid in Euros. The exchange rate used to determine the U.S. dollar equivalent of Mr. Baravalle’s compensation for 2006 was 1.3139 U.S. dollars per Euro. Since November 29, 2007, Mr. Baravalle ceased to serve as Executive Vice President, Europe, Middle-East, Africa and Asia-Pacific and assumed the role of Senior Advisor to the Chief Executive Officer.
(11)	Mr. Young was hired as the Company’s Senior Vice President and Chief Marketing Officer on May 15, 2006 and, effective as of July 2007, serves as Senior Vice President, Chief Marketing Officer and President of the Americas.
(12)	In addition to Mr. Young’s discretionary bonus, includes a $75,000 signing bonus paid to Mr. Young upon his commencement of employment on May 15, 2006.
(13)	Mr. Greenwell resigned as the Company’s Senior Vice President, the Americas and Asia-Pacific effective August 11, 2006. The amounts in the “Stock Awards” and “Option Awards” column reflect the amount recognized in accordance with SFAS No. 123(R) for financial statement reporting purposes in connection with the forfeiture of Mr. Greenwell’s options and RSUs upon his resignation.
(14)	In addition to the amounts set forth in Note 5 above, includes $26,971 paid to Mr. Greenwell upon his termination of employment for his accrued but unused vacation.
(15)	Mr. Waldron resigned as the Company’s Senior Vice President, Chief Financial Officer and Treasurer effective June 16, 2006. (From May 15, 2006 to June 16, 2006, Mr. Waldron assisted in transitioning his duties to Mr. Salamone.) The amount in the “Stock Awards” column reflects the amount recognized in accordance with SFAS No. 123(R) for financial statement reporting purposes in connection with the forfeiture of Mr. Greenwell’s RSUs upon his resignation.

110

(16) Includes $17,100 paid to Mr. Waldron upon his termination of employment for his accrued but unused vacation and a $1,944 medical insurance subsidy paid to Mr. Waldron in accordance with the terms of our executive services agreement with Tatum Partners.

GRANTS OF PLAN-BASED AWARDS

										Estimated
										Future
										Payments			All Other
										Under			Stock			Equity
										Equity			Awards:			Exercise or				Grant Date
										Incentive			Number of			Base		Closing		Fair Value of
			Estimated Possible Payouts Under							Plan			Shares of			Price of		Market		Stock and
			Non-Equity Incentive Plan Awards(1)							Awards			Stock or			Option		Price on		Option
	Grant		Threshold		Target			Maximum		Target			Units			Awards		Grant		Awards
Name	Date		($)		($)			($)		(#)			(#)			($/Sh)(2)		Date		($)(3)
Dean J. Douglas		—	$	93,750	$	375,000	(4)	$	375,000		—			—			—		—		—
Louis Salamone, Jr.		—	$	164,666	$	164,666	(5)	$	205,833		—			—			—		—		—
		4/21/2006		—		—			—		400,000	(6)		—		$	3.75	$	3.69	$	474,687
		4/21/2006		—		—			—		—			150,000	(7)		—		—	$	552,750
Carlo Baravalle(8)		—	$	299,569	$	299,569		$	374,462
		1/3/2006		—		—			—		400,000	(9)		—		$	3.26	$	3.11	$	397,980
Peter A. Deliso		—	$	150,000	$	150,000		$	187,500		—			—			—		—		—
Kenneth M. Young		—	$	81,743	$	81,743		$	102,178		—			—			—		—		—
		5/16/2006		—		—			—		175,000	(10)		—		$	3.31	$	3.32	$	183,308
James W. Greenwell		—	$	127,500	$	127,500		$	159,375		—			—			—		—		—
Charles R. Waldron		—	$	137,500	$	137,500		$	171,875		—
		4/10/06		—		—			—		—			75,000	(11)		—		—	$	282,750

(1)	Represents the possible payouts to each of the named executive officers upon grant of the annual incentive award under the 2006 Executive Bonus Plan, subject to the achievement of the pre-established performance goals discussed under “Annual Incentive Cash Compensation”. Actual amounts earned by the named executive officers under the plan are set forth under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.
(2)	The exercise price of options granted under the Company’s Equity Incentive Plan is the closing price of our common stock on the date preceding the grant date.
(3)	Represents the grant date fair value, computed in accordance with SFAS No. 123(R) of the RSUs and options granted in 2006.
(4)	Pursuant to Mr. Douglas’ employment agreement, his target bonus will be 100% of his annual base salary as in effect for each applicable year.
(5)	Pursuant to Mr. Salamone’s employment agreement, with respect to the 2006 calendar year, he is entitled to an aggregate bonus of up to 75% of his annual salary in the event the Company achieves between 100% and 125% of its overall consolidated EBITDA objectives or 100% of his annual salary in the event the Company achieves 125% or more of its consolidated EBITDA objectives, pro rated based on the number of days he actually served as an executive of the Company during 2006 (229 days).
(6)	Pursuant to Mr. Salamone’s employment agreement, the Company granted Mr. Salamone options to purchase 400,000 shares of the company’s common stock. Mr. Salamone’s option agreement provides that the options will vest as to 25% of the total amount of options granted if and when the 20-day average closing price per share of the common stock at any time equals or exceeds the following amounts (to be adjusted for stock splits and reverse stock splits): $4.00 (as to the first 25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%) and $9.00 (as to the final 25%).
(7)	Pursuant to Mr. Salamone’s employment agreement, the Company granted Mr. Salamone 150,000 restricted stock units, or RSUs, with respect to the Company’s common stock. Mr. Salamone’s restricted stock unit agreement provides that his RSUs will vest in one-third increments on the first, second and third anniversaries of the grant date.

111

(8)	Mr. Baravalle’s bonus is paid in Euros. The exchange rate used to determine the U.S. dollar equivalent of Mr. Baravalle’s threshold, target and maximum bonus potential for 2006 was 1.3139 U.S. dollars per Euro.
(9)	Mr. Baravalle’s option agreement provides that his options will vest as to 25% of the total amount of options granted if and when the 20-day average closing price per share of the common stock at any time equals or exceeds the following amounts (to be adjusted for stock splits and reverse stock splits): $4.25 (as to the first 25%), $6.00 (as to the second 25%), $7.50 (as to the third 25%) and $9.00 (as to the final 25%).
(10)	Mr. Young’s option agreement provides that his options will vest as to 25% of the total amount thereof if and when the 20-day average closing price per share of the common stock at any time equals or exceeds the following amounts (to be adjusted for stock splits and reverse stock splits): $4.00 (as to the first 25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%) and $9.00 (as to the fourth 25%).
(11)	Mr. Waldron forfeited all of these RSUs upon his termination of employment on June 16, 2006.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

	Option Awards												Stock Awards
																				Equity
																				Incentive
																		Equity		Plan
																		Incentive		Awards:
																		Plan		Market or
						Equity												Awards:		Payout
						Incentive												Number of		Value of
						Plan												Unearned		Unearned
						Awards:										Market		Shares,		Shares,
	Number of		Number of			Number of							Number of			Value of		Units or		Units or
	Securities		Securities			Securities							Shares or			Shares or		Other		Other
	Underlying		Underlying			Underlying							Units of			Units of		Rights		Rights
	Unexercised		Unexercised			Unexercised			Option				Stock			Stock That		That		That
	Options		Options			Unearned			Exercise		Option		That Have			Have Not		Have Not		Have Not
	(#)		(#)			Options			Price		Expiration		Not Vested			Vested		Vested		Vested
Name	Exercisable		Unexercisable			(#)			($)		Date		(#)			($)(1)		(#)		($)
Dean J. Douglas		—		—			—			—		—		333,334	(2)	$	1,350,003		—		—
		—		—			1,000,000(3	)	$	2.49		10/4/2015		—			—		—		—
Louis Salamone, Jr.		—		—			—			—		—		150,000	(4)	$	607,500		—		—
		—		—			400,000(5	)	$	3.75		4/21/2016		—			—		—		—
Carlo Baravalle		—		—			—			—		—		33,334	(6)	$	135,003		—		—
		—		—			—			—		—		75,000	(7)	$	303,750		—		—
		100,000		—			—		$	5.64		4/24/2011		—			—		—		—
		6,667		—			—		$	2.12		6/6/2012		—			—		—		—
		16,667		—			—		$	2.38		2/5/2013		—			—		—		—
		20,000		10,000(8	)		—		$	5.84		3/25/2014		—			—		—		—
		—		—			400,000(9	)	$	3.26		1/3/2016		—			—		—		—
Peter A. Deliso		—		—			—			—		—		33,334	(10)	$	135,003		—		—
		—		—			—			—		—		75,000	(11)	$	303,750		—		—
		25,000		—			—		$	5.00		2/10/2009		—			—		—		—
		7,500		3,750(12	)		—		$	5.84		3/25/2014		—			—		—		—
		6,667		—			—		$	2.38		2/5/2013		—			—		—		—
		2,834		—			—		$	2.12		6/6/2012		—			—		—		—
Kenneth M. Young		—		—			175,000(13	)	$	3.31		5/16/2016		—			—		—		—
James W. Greenwell		—		—			—			—		—		—			—		—		—
Charles R. Waldron		—		—			—			—		—		—			—		—		—

(1)	Market value calculated by multiplying the closing market price of the Company’s class A common stock on December 29, 2006, or $4.05, by the number of shares or units of stock.
(2)	50% of the unvested RSUs will vest on each of October 4, 2007 and October 4, 2008.
(3)	Mr. Douglas’ options vest as to 25% of the total amount of options granted if and when the 20-day average closing price per share of the common stock at any time equals or exceeds the following amounts (to be adjusted for stock splits and reverse stock splits): $4.00 (as to the first 25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%) and $9.00 (as to the final 25%).
(4)	Mr. Salamone’s unvested RSUs will vest in one-third increments on each of April 21, 2007, 2008 and 2009.

112

(5)	Mr. Salamone’s options vest as to 25% of the total amount of options granted if and when the 20-day average closing price per share of the common stock at any time equals or exceeds the following amounts (to be adjusted for stock splits and reverse stock splits): $4.25 (as to the first 25%), $6.00 (as to the second 25%), $7.50 (as to the third 25%) and $9.00 (as to the final 25%).
(6)	50% of Mr. Baravalle’s unvested RSUs will vest on each of June 15, 2007 and June 15, 2008.
(7)	One-third of Mr. Baravalle’s unvested RSUs will vest on each of April 10, 2007, 2008 and 2009.
(8)	Mr. Baravalle’s 10,000 unvested options will vest on March 25, 2007.
(9)	Mr. Baravalle’s options vest as to 25% of the total amount of options granted if and when the 20-day average closing price per share of the common stock at any time equals or exceeds the following amounts (to be adjusted for stock splits and reverse stock splits): $4.25 (as to the first 25%), $6.00 (as to the second 25%), $7.50 (as to the third 25%) and $9.00 (as to the final 25%).
(10)	50% of Mr. Deliso’s unvested RSUs will vest on each of June 15, 2007 and June 15, 2008.
(11)	One-third of Mr. Deliso’s unvested RSUs will vest on each of April 10, 2007, 2008 and 2009.
(12)	Mr. Deliso’s 3,750 unvested options will vest on March 25, 2007.
(13)	Mr. Young’s options vest as to 25% of the total amount of options granted if and when the 20-day average closing price per share of the common stock at any time equals or exceeds the following amounts (to be adjusted for stock splits and reverse stock splits): $4.00 (as to the first 25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%) and $9.00 (as to the fourth 25%).

OPTION EXERCISES AND STOCK VESTED

	Options Awards				Stock Awards
	Number of Shares		Value Realized		Number of Shares		Value Realized
	Acquired on Exercise		on Exercise		Acquired on Vesting		on Vesting
Name	(#)		($)(1)		(#)		($)(2)
Dean J. Douglas		—		—		166,666	$	599,998
Louis Salamone, Jr.		—		—		—		—
Carlo Baravalle		—		—		16,666	$	63,497
Peter A. Deliso		—		—		16,666	$	63,497
Kenneth M. Young		—		—		—		—
James W. Greenwell		8,334	$	7,851		16,666	$	63,497
Charles R. Waldron		—		—		16,666	$	63,497

(1)	Value realized calculated based on the difference between the market price of the Company’s common stock on the date of exercise and the exercise price.
(2)	Value realized calculated by multiplying the number of shares of units by the market price of the Company’s common stock on the vesting date.

DIRECTOR COMPENSATION

Our standard compensation arrangement for our directors during 2006 was:

•  an annual board service fee of $30,000;

•  meeting fees of $1,000 for each meeting of the board of directors attended;

•  $1,000 for each meeting of the audit committee attended, and $500 for each meeting of the compensation committee or nominating and corporate governance committee attended;

•  an annual committee service fee of $2,000 for each committee on which a director serves, with an additional annual fee of $1,000 for any committee which a director chairs; and

113

•  an annual grant of options to purchase 10,000 shares of our common stock, which typically vest in one-third increments on each of the first three anniversaries of the grant date.

In 2007 we modified the compensation for attendees at committee meetings to $1,000 for each meeting of all committees attended and we increased the annual fee for committee chairpersons to $3,000.

Ms. Dobson, our chairperson of the board of directors receives the fees described, however, her annual board service fee is $50,000 (in lieu of $30,000).

	Fees Earned or			Option
	Paid in Cash			Awards(1)		Total
Name	($)			($)		($)
Julie A. Dobson	$	77,500		$	23,156	$	100,656
Mark D. Ein(2)	$	47,500	(3)	$	14,615	$	62,115
Susan Ness	$	56,500		$	14,615	$	64,588
Dr. Raj Singh(4)		—		$	14,615	$	14,615
Neera Singh(4)		—		$	14,615	$	14,615
Richard J. Lombardi	$	51,500		$	14,615	$	66,115
Dean J. Douglas(5)		—			—		—

(1)	Represents the amount recognized for financial statement reporting purposes in accordance with SFAS No. 123(R), other than any estimates relating to forfeitures, for the fiscal year ended December 31, 2006. The full grant date fair value of each option grant made in 2006, computed in accordance with SFAS No. 123(R), is $23,262. Assumptions used in the calculations of these amounts are included in Note 14, Incentive Plans, in the consolidated financial statements. As of December 31, 2006, the number of outstanding options held by each director was as follows: Ms. Dobson — 58,000 (of which 21,332 were exercisable), Mr. Ein — 150,000 (of which 129,999 were exercisable), Mr. Lombardi — 17,100 (of which 2,366 were exercisable), Ms. Ness — 59,400 (of which 39,399 were exercisable), Ms. Singh — 60,000 (of which 39,999 were exercisable), Dr. Singh — 60,000 (of which 39,999 were exercisable).
(2)	As reported in our Current Report on Form 8-K filed on October 25, 2007, Mr. Ein resigned from our board of directors on October 19, 2007. As also reported in such Current Report, on October 24, 2007 Melvin L. Keating was appointed as a member of our board of directors. Mr. Keating’s compensation (which is reported in such Current Report) is the same as that described herein.
(3)	$25,000 of Mr. Ein’s board fees were paid to his company, Leland Investments, Inc.
(4)	We do not provide any of the fees described above to Dr. Singh or Mrs. Singh because of their affiliation with Telcom Ventures. See “Certain Relationships between Mark Ein, Dr. Rajendra Singh and Neera Singh”.
(5)	Mr. Douglas, our President and Chief Executive Officer serves on our board of directors but does not receive any compensation other than otherwise disclosed in the tables above for such service.

114

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The table below provides information, as of December 31, 2006, concerning securities authorized for issuance under our equity compensation plans:

					Number of Securities
					Remaining Available for
	Number of Securities				Future Issuance
	to be Issued Upon		Weighted-Average		Under Equity
	Exercise of		Exercise Price of		Compensation Plans
	Outstanding Options,		Outstanding Options,		(Excluding Securities
	Warrants and Rights		Warrants and Rights		Reflected in Column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by securities holders
Equity Incentive Plan(1)(2)		3,256,629	$	4.26		923,859
Directors Stock Option Plan (Common Stock)		142,400	$	7.79		—
Equity compensation plans not approved by security holders(3)		500,000	$	2.49		—
Total		3,899,029	$	4.16		923,859

(1)	We have outstanding 1,366,679 unvested restricted stock units of common stock granted in 2006 under the Equity Incentive Plan not included in the above table.
(2)	For a description of our Equity Incentive Plan see Note 14, Incentive Plans, in the consolidated financial statements.
(3)	We have granted Mr. Dean Douglas options to purchase 1,000,000 shares of our common stock, as disclosed in the Outstanding Equity Awards at Fiscal Year-End Table. 500,000 of these were granted pursuant to our Equity Incentive Plan, which has been approved by our stockholders. The remaining 500,000 were granted pursuant to the Dean J. Douglas Employment Inducement plan which was not approved by our stockholders.

Directors Stock Option Plan

Our directors stock option plan provides for the grant of options that are not intended to qualify as “incentive stock options” under Section 422 of the Code to our directors who are not our officers or employees or officers or employees of any of our subsidiaries. The directors stock option plan authorizes the issuance of up to 250,000 shares of common stock pursuant to options granted under our directors stock option plan (subject to anti-dilution adjustments in the event of a stock split, recapitalization or similar transaction). The option exercise price for options granted under our directors stock option plan will be 100% of the fair market value of the shares of common stock on the date of grant of the option. Our directors are entitled to receive options to purchase shares of common stock in an amount determined at the discretion of our board of directors.

Payment for shares purchased under our directors stock option plan may be made either in cash or by exchanging shares of common stock with a fair market value equal to the option exercise price and cash or certified check for any difference. Options may be exercised by directing that certificates for the shares purchased be delivered to a licensed broker as agent for the optionee, provided that the broker tenders to us cash or cash equivalents equal to the option exercise price plus the amount of any taxes that we may be required to withhold in connection with the exercise of the option.

Options granted under our directors stock option plan are not transferable (other than by will or the laws of descent and distribution) and may be exercised only by the optionee during his or her lifetime. If any optionee’s service as a director with the Company terminates by reason of death or permanent and total disability, the

115

optionee’s options, whether or not then exercisable, may be exercised within 180 days after such death or disability (but not later than the date the option would otherwise expire). If the optionee’s service as a director terminates for any reason other than death or disability, options held by such optionee will terminate 60 days after such termination (but not later than the date the option would otherwise expire).

Our board of directors may amend our directors stock option plan with respect to shares of common stock as to which options have not been granted but no more than once in a six-month period other than to comport with changes in applicable United States federal laws. However, our stockholders must approve any amendment that would: (i) change the requirements as to eligibility to receive options; (ii) materially increase the benefits accruing to participants under our directors stock option plan; or (iii) materially increase the number of shares of common stock that may be sold pursuant to options granted under our directors stock option plan (except for adjustments upon changes in capitalization). In addition, amendments will be submitted for stockholder approval to the extent required by the stock market on which our common stock is listed or other applicable laws.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee was at any time during the past fiscal year an officer or employee of either us or any of our subsidiaries. During the past year, none of our executive officers has served as: (i) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee; (ii) a director of another entity, one of whose executive officers served on our compensation committee; or (iii) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as our director.

116

BENEFICIAL OWNERSHIP OF CLASS A COMMON STOCK

The table below sets forth certain information regarding beneficial ownership of our class A common stock (“common stock”) as of November 7, 2007 by (i) each director (and director nominee), (ii) each named executive officer, (iii) all persons known to us to be beneficial owners of more than 5% of our outstanding common stock, and (iv) all directors and executive officers as a group. This information is based upon the most recent filing made by such persons with the SEC or information provided to us by such persons. The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC. The information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of shares of our common stock deemed outstanding includes shares the respective person or group has the right to acquire within 60 days after November 7, 2007, including but not limited to any right to acquire such shares through the exercise of an option. For purposes of calculating each person’s or group’s percentage ownership, any shares not outstanding which are subject to such option shall be deemed to be outstanding for the purpose of computing the percentage of outstanding common stock owned by such person or group, but shall not be deemed to be outstanding for the purpose of computing the percentage of common stock owned by any other person or group.

Name of Executive Officer,			Percentage of
Director or 5% Beneficial Owner(1)	Shares Owned		Shares Owned
Dimensional Fund Advisors, Inc.(2)		1,748,004		5.58	%
SACC Partners(3)		2,590,018		8.27	%
Riley Investment Partners Master Fund, L.P.(4)		4,058,825		12.96	%
Carlo Baravalle(5)		395,737		1.25	%
Peter A. Deliso(6)		164,791		*
Julie A. Dobson(7)		47,665		*
Dean J. Douglas(8)		714,770		2.26	%
Melvin L. Keating		—		*
Richard J. Lombardi(9)		8,066		*
Susan Ness(10)		52,899		*
Louis Salamone Jr.(11)		250,000		*
Dr. Rajendra Singh(12)		4,565,575		14.53	%
Neera Singh(12)		4,565,575		14.53	%
Mark A. Slaven(13)		—		*
Charles Waldron(14)		—		*
Kenneth M. Young(15)		43,750		*
All Executive Officers and Directors as a Group (12 persons)		6,243,253		19.39	%

*	Less than 1% of the outstanding shares of common stock.
(1)	Unless otherwise noted and subject to applicable community property laws, to our knowledge, each person has sole voting and investment power over the shares shown as beneficially owned by such person, except to the extent authority is shared by spouses under applicable law. In addition, unless otherwise noted, the address of each of the beneficial owners identified is c/o LCC International, Inc., 7900 Westpark Drive, Suite A-315, McLean, Virginia 22102.
(2)	Information presented in the table is based upon information contained in a Schedule 13G, filed by the reporting person, on February 8, 2007. All securities reported by Dimensional Fund Advisors are owned by advisory clients of Dimensional Fund Advisors. To the knowledge of Dimensional Fund Advisors, none of such advisory clients owns more than 5% of the class. The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Ave., Santa Monica, California 90401.
(3)	Information presented in the table is based upon information contained in a Schedule 13G/A filed on September 25, 2006. The reporting persons in the schedule are SAAC Partners LP, Riley Investment Management LLC, B. Riley & Co., Inc. and Bryant Riley. Because Riley Investment Management LLC has sole investment and voting power over 2,590,018 shares of common stock owned of record by SACC

117

Partners LP, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares. The address of each of the foregoing reporting persons is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.

(4)	Information presented in the table is based upon information contained in a Schedule 13G/A filed on February 5, 2007 and Form 4 filed on April 24, 2007 and October 18, 2007. Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.’s security holdings and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 4,058,825 shares of common stock held by Riley Investment Partners Master Fund, L.P. Riley Investment Management LLC has shared voting and dispositive power over 304,400 shares of common stock owned by its investment advisory client. Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of these shares. The address of each of the foregoing reporting persons is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.
(5)	Includes 253,334 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to stock options granted under our Equity Incentive Plan.
(6)	Includes 45,751 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to stock options granted under our Equity Incentive Plan.
(7)	Includes 39,665 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to stock options granted under our directors stock option plan.
(8)	Includes 125,000 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to stock options granted under our Equity Incentive Plan and 125,000 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to stock options granted under our Dean J. Douglas Employment Inducement Plan.
(9)	Includes 8,066 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to options granted under our directors stock option plan.
(10)	Includes 49,399 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to options granted under our directors stock option plan.
(11)	Includes 100,000 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to stock options granted under our Equity Incentive Plan.
(12)	Includes: (i) 99,998 shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to options granted to Dr. Singh and Mrs. Singh under our Equity Incentive Plan; (ii) 40,000 shares of common stock held by Dr. Singh and Mrs. Singh; and (iii) 425,577 shares of common stock held by RF Investors; and (iv) 4,000,000 shares of common stock held by the Foundation. The address of Dr. Singh and Neera Singh is 201 North Union Street, Suite 360, Alexandria, Virginia 22314. Mrs. Singh has decided not to stand for re-election at the 2007 Annual Meeting of stockholders.
(13)	Director Nominee
(14)	On April 1, 2006, Mr. Waldron submitted his resignation, effective June 16, 2006, of all his positions with the Company.
(15)	Consists entirely of shares of common stock which may be acquired within 60 days of November 7, 2007 pursuant to stock options granted under our Equity Incentive Plan.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Director Independence

The board of directors has affirmatively determined that a majority of our current directors are “independent” within the meaning of NASD rules. For a director to be “independent” under such rules, (i) the director is not precluded from being deemed “independent” under certain specific NASD provisions; and (ii) the board of

118

directors affirmatively determines that the director has no relationship which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out such director’s responsibilities.

Certain Relationships and Related Transactions

The following is a summary of certain relationships and related transactions among us and our associated entities, and among our directors, executive officers and stockholders and our associated entities.

Provision of Services and Products to Telcom Ventures and Parties Related Thereto

RF Investors transferred all but 425,577 shares of its class B common stock to the Foundation on December 22, 2006, and upon such transfer the transferred class B common stock and the remaining shares held by RF Investors converted to common stock. As a result, immediately after such transfer, the shares of common stock held by the Foundation and by RF Investors constituted approximately 15.8% and 1.7%, respectively, of the outstanding voting power of the common stock. The aggregate balance of the voting power of the common stock, approximately 82.5%, is held by the Company’s other stockholders.

Prior to our initial public offering, both our employees and the employees of Telcom Ventures were eligible to participate in our life, medical, dental and 401(k) plans. In connection with the initial public offering in 1996, we agreed pursuant to an Overhead and Administrative Services Agreement to allow the employees of Telcom Ventures to continue to participate in our employee benefit plans in exchange for full reimbursement of the cash costs and expenses. We billed Telcom Ventures $128,000, $74,000 and $77,000 during the years ended December 31, 2006, 2005, and 2004, respectively, for payments made by us pursuant to this agreement. We received reimbursements from Telcom Ventures of $135,000, $67,000 and $82,000 during the years ended December 31, 2006, 2005, and 2004, respectively. At December 31, 2006 and 2005, outstanding amounts associated with payments made by us under this agreement were $1,000 and $8,000, respectively, and are included as due from related parties and affiliates within the consolidated balance sheets in the accompanying financial statements.

During the year ended December 31, 2006, we provided services to two customers where Telcom Ventures has a minority investment. Revenues earned from these customers during the year ended December 31, 2006 were approximately $66,000. Billed and unbilled receivables of approximately $66,000 were outstanding at December 31, 2006, and are included in trade accounts receivable and unbilled receivables in the accompanying consolidated Balance Sheet. During the year ended December 31, 2006, we provided services to Telcom Ventures directly, generating revenues of approximately $18,000 which have been collected.

Registration Rights Agreement

We entered into a registration rights agreement with RF Investors in 1996 prior to our initial public offering. The registration rights agreement grants RF Investors and the Foundation (as transferee of RF Investors) specified rights with respect to the registration of their shares of our common stock under the Securities Act of 1933.

Certain Relationships between Mark Ein, Dr. Rajendra Singh and Neera Singh

Vernon Investors II, LLC, a company owned by Dr. Rajendra Singh, Neera Singh and certain Singh family trusts, invested $1,666,666 in Venturehouse Group, LLC in 1998. Dr. Singh also joined the board of directors of Venturehouse Group at the time of such investment. Mark Ein is the founder of Venturehouse Group and has been its chief executive officer since 1999. In June 2001, Venturehouse Group redeemed Vernon Investors’ entire investment in Venturehouse Group in exchange for a promissory note in the principal amount of $317,000. The promissory note is due in full on June 13, 2011, and interest on the note is due and payable annually on June 12th. Dr. Singh no longer serves on the board of directors of Venturehouse Group. Mr. Ein resigned from our board of directors on October 19, 2007.

Certain Transactions with Carlo Baravalle

On December 23, 2004, LCC UK entered into a Consulting Agreement with SEMAB Management Srl (“SEMAB”) a private limited company controlled by Carlo Baravalle (the “SEMAB Consulting Agreement”).

119

Under the terms of the SEMAB Consulting Agreement, SEMAB agreed that a consultant, mutually agreeable to SEMAB and LCC UK, would provide services as a senior vice president of the Europe, Middle-East, Africa and Asia-Pacific regions to LCC UK on a full-time independent contractor basis. Concurrently therewith, SEMAB and LCC UK entered into an Appointment Letter Agreement which provided that Mr. Baravalle was appointed by SEMAB and accepted by LCC UK as the consultant. LCC UK agreed to pay SEMAB an annual service fee of €420,000 (less any fees paid to the consultant for service on any board of directors of LCC UK, us or any of our subsidiaries) in addition to a commencement fee of €114,726. LCC UK also agreed to reimburse SEMAB for certain out-of-pocket business expenses in connection with the performance of services by Mr. Baravalle.

The SEMAB Consulting Agreement has an initial term of five years. Notwithstanding the foregoing, the SEMAB Consulting Agreement provides, among other termination rights, that LCC UK may terminate the agreement at any time, for any reason, upon 12 months written notice. On October 5, 2007, LCC UK notified SEMAB that it was exercising its right to terminate the SEMAB Consulting Agreement at the end of a 12-month notice period. Accordingly, the SEMAB Consulting Agreement will terminate on October 4, 2008.

On November 29, 2007, LCC UK and SEMAB executed a Settlement Agreement pursuant to which Mr. Baravalle ceased to serve as the Company’s Executive Vice President, Europe, Middle-East, Africa and Asia-Pacific and, effective November 29, 2007, he assumed the role of Senior Advisor to the Chief Executive Officer focused on business development activities primarily in the Middle-East. Pursuant to the Settlement Agreement, Mr. Baravalle will be paid his regular monthly fees through April 5, 2008, at which point he will receive a lump sum payment of Euro 228,000. He will also be eligible to receive bonus compensation as described in the Settlement Agreement.

Under the terms of our Equity Incentive Plan, options granted to Mr. Baravalle will remain in effect in accordance with their original terms for so long as Mr. Baravalle continues to provide services to us as a consultant. Prospectively, Mr. Baravalle will be entitled, subject to the provisions of our Equity Incentive Plan, to receive stock options under the plan as may be determined advisable by, and approved by, the compensation committee of our board of directors. LCC UK has also agreed to reimburse SEMAB for certain out-of-pocket business expenses in connection with the performance of the Mr. Baravalle’s services.

Policy on Related Party Transactions

Our audit committee charter requires that our audit committee review and approve transactions in which officers, directors or other related parties have an interest or which involve parties whose relationship with our Company may enable them to negotiate terms more favorable than those available to other, more independent parties. The audit committee charter containing this conflict of interest policy was adopted by our board of directors in March 2003 in response to corporate governance rules proposed and subsequently adopted by the NASD and the SEC. With the exception of the transaction involving Mr. Baravalle, the related party transactions discussed above were not reviewed by the audit committee because all of these transactions were entered into before this conflict of interest policy was adopted.

Item 14.   Principal Accountant Fees and Services

Principal Accounting Fees and Services

The following table sets forth the fees paid by us for professional services rendered by KPMG LLP for the fiscal years ended December 31, 2005 and December 31, 2006.

Fee Category	Fiscal 2006 Fees		Fiscal 2005 Fees
Audit Fees	$	2,337,136	$	1,465,570
Audit-Related Fees		27,260		26,910
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	2,364,396	$	1,492,480

120

Audit Fees.  The aggregate fees for professional services rendered by KPMG LLP for the audit of LCC’s annual financial statements, the reviews of the financial statements, included in LCC’s Forms 10-Q, registration statements filed with the SEC and statutory audits for LCC’s foreign subsidiaries for fiscal years 2006 and 2005 were approximately $2.3 million and $1.5 million, respectively.

Audit-related fees.  The aggregate fees for assurance and related services rendered by KPMG LLP that were reasonably related to their audit of LCC’s consolidated financial statements opinion on managements’ assessment of the effective operation of internal control over financial reporting, and reviews of the condensed consolidated financial statements included in LCC’s Form 10-Q for fiscal years 2006 and 2005 were approximately $27,260 and $26,910, respectively.

Tax fees.  The Company did not retain KPMG LLP for tax compliance, tax advice tax planning services years 2006 and 2005, therefore, no fees were paid to KPMG LLP for these services.

All other fees.  No other services were rendered by KPMG LLP for fiscal years 2006 and 2005.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a)(1) The following consolidated financial statements of LCC International, Inc. and its subsidiaries and report of independent registered public accounting firm are included in Item 8 hereof.

Report of Independent Registered Public Accounting Firm.

Consolidated Statements of Operations — Years Ended December 31, 2006, 2005, and 2004.

Consolidated Balance Sheets as of December 31, 2006 and 2005.

Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2006, 2005, and 2004.

Consolidated Statements of Cash Flows — Years Ended December 31, 2006, 2005, and 2004.

Notes to Consolidated Financial Statements.

(a)(2) Except as listed below, all schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission either have been included in the Consolidated Financial Statements of LCC International, Inc. or are not required under the related instructions or are inapplicable, and therefore have been omitted.

Schedule II — Valuation and Qualifying Accounts

(a)(3) The following exhibits are either provided with this Form 10-K or are incorporated herein by reference:

Exhibit
No.			Description
	3	.1	Restated Certificate of Incorporation of the LCC International, Inc. (the “Company”) (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	3	.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	4	.1	Form of Class A and Class B Common Stock certificates (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.1	1996 Directors Stock Option Plan of the Company (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).

121

Exhibit
No.			Description
	10	.2	Amendment to 1996 Directors Stock Option Plan of the Company, dated April 22, 1997 (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 1999).
	10	.3	Amendment to 1996 Directors Stock Option Plan of the Company, dated April 16, 1998 (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 1999).
	10	.4	Amendment to 1996 Directors Stock Option Plan of the Company, dated February 1, 2000 (incorporated by reference to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 24, 2000).
	10	.5	Amendment to 1996 Directors Stock Option Plan of the Company, dated January 30, 2001 (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2001).
	10	.6	Amended and Restated Equity Incentive Plan of the Company (formerly the 1996 Employee Stock Option Plan), dated March 10, 2004 (incorporated by reference to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 28, 2004).
	10	.7	Form of Terms and Conditions and Option Grant Letter under the Company’s Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2004).
	10	.8	1996 Employee Stock Purchase Plan of the Company, as amended May 25, 1999 (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2001).
	10	.9	Form of the Company’s Directors Stock Option Plan stock option agreement for directors who will receive Class A Common Stock other than Mark D. Ein (incorporated by reference to Exhibit 10.44 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.10	Form of the Company’s Directors Stock Option Plan stock option agreement for Mark D. Ein (incorporated by reference to Exhibit 10.45 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.11	Form of the Company’s Directors Stock Option Plan stock option agreement for directors who receive Class B Common Stock (incorporated by reference to Exhibit 10.35 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.12	Form of the Company’s 1996 Employee Stock Option Plan incentive stock option agreement (incorporated by reference to Exhibit 10.41 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.13	Form of the Company’s 1996 Employee Stock Option Plan non-incentive stock option agreement (incorporated by reference to Exhibit 10.42 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.14	Form of the Company’s 1996 Employee Stock Option Plan, as amended, non-incentive stock option agreement for eligible persons who have executed grant letters on or after January 30, 2001 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2001).
	10	.15	Agreement between C. Thomas Faulders, III, and the Company dated as of December 10, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2004).

122

Exhibit
No.			Description
	10	.16	Letter dated June 16, 2003, from the Company to Julie A. Dobson (incorporated by reference to Exhibit 10.24 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-108575, filed with the SEC on November 5, 2003).
	10	.17	Letter dated June 19, 2001, from the Company to Susan Ness (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2002).
	10	.18	Form of Indemnity Agreement between the Company and the current and former officers and directors of the Company (incorporated by reference to Exhibit 10.32 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.19	Intercompany Agreement dated as of September 20, 1996 among Telcom Ventures, RF Investors, L.L.C., LCC, L.L.C., the Company, Cherrywood Holdings, Inc., Rajendra Singh, Neera Singh, certain trusts for the benefit of members of the Singh family, Carlyle-LCC Investors I, L.P., Carlyle-LCC Investors II, L.P., Carlyle-LCC Investors III, L.P., Carlyle-LCC IV(E), L.P., MDLCC, L.L.C. and TC Group, L.L.C. (incorporated by reference to Exhibit 10.30 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.20	Registration Rights Agreement dated July 25, 1996 among the Company, RF Investors, L.L.C. and MCI Telecommunications Corporation (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on August 16, 1996).
	10	.21	Overhead and Administrative Services Agreement dated August 27, 1996 between the Company and Telcom Ventures, L.L.C. (incorporated by reference to Exhibit 10.33 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.22	Agreement of Merger dated September 15, 1996 between LCC, L.L.C. and the Company (incorporated by reference to Exhibit 10.34 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.23	Consulting Agreement, dated as of December 23, 2004, by and among LCC United Kingdom and SEMAB Management Srl; Letter Agreement, dated as of December 23, 2004, by and among SEMAB Management Srl and LCC United Kingdom Limited; Letter Agreement, dated as of December 23, 2004, by and among Carlo Baravalle and LCC United Kingdom Limited; and Compromise Agreement, dated as of December 23, 2004, by and among Carlo Baravalle and LCC United Kingdom Limited (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2004).
	10	.24	Stock Unit Agreement of LCC International, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2005).
	10	.25	Change in Control Severance Plan of LCC International, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2005).
	10	.26	Letter Agreement, dated September 14, 2005, between LCC International, Inc. and Richard J. Lombardi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2005).
	10	.27	Employment Agreement, dated as of October 4, 2005, between LCC International, Inc. and Dean J. Douglas (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).
	10	.28	Agreement, dated as of October 4, 2005, between LCC International, Inc. and Dean J. Douglas with respect to the grant of certain restricted stock units with respect to 500,000 shares of Class A common stock pursuant to the Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).

123

Exhibit
No.			Description
	10	.29	Agreement, dated as of October 4, 2005, between LCC International, Inc. and Dean J. Douglas with respect to the grant of options to purchase 500,000 shares of Class A common stock pursuant to the Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).
	10	.30	Agreement, dated as of October 4, 2005, between LCC International, Inc. and Dean J. Douglas with respect to the grant of options to purchase 500,000 shares of Class A common stock (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).
	10	.31	Amended Executive Services Agreement, dated as of October 4, 2005, between LCC International, Inc. and Tatum CFO Partners, LLP (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).
	10	.32	Asset Purchase Agreement, dated as of June 2, 2006, by and among Nokia Inc., LCC International, Inc. and LCC Wireless Design Services, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2006).
	10	.33	Form of Loan and Security Agreement, (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2006).
	10	.34	Employment Agreement, dated as of April 21, 2006, between LCC International, Inc. and Louis Salamone (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2006).
	10	.35	Agreement, dated as of April 21, 2006, between LCC International, Inc. and Louis Salamone with respect to the grant of certain restricted stock units with respect to 150,000 shares of Class A common stock pursuant to the amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2006).
	10	.36	Agreement, dated as of April 21, 2006, between LCC International, Inc. and Louis Salamone with respect to the grant of options to purchase 400,000 shares of Class A common stock pursuant to the Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2006).
	10	.37	Investment and Registration Rights Agreement, dated as of December 22, 2006, by and between LCC International, Inc. and Detron Corporation B.V.
	10	.38	Investment and Registration Rights Agreement, dated as of December 22, 2006, by and between LCC International, Inc. and Excicom BVBA.
	10	.39	Agreement, dated as of March 9, 2007, by and between LCC Wireless Engineering Services, Inc. and Wireless Facilities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed with the SEC on March 9, 2007).
	10	.40	Purchase Agreement, dated as of April 19, 2007, by and among LCC International, Inc. and the Investors set forth on the signature pages affixed thereto.
	10	.41	Registration Rights Agreement, dated as of April 19, 2007, by and among LCC International, Inc. and the Investors executing the Agreement and named in the Purchase Agreement filed as Exhibit 10.40 to this Form 10-K.
	10	.42	Asset Purchase Agreement, dated as of May 29, 2007 by and between LCC International, Inc. and Wireless Facilities, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report or Form 8-K filed with the SEC on May 29, 2007).
	10	.43	Amended and Restated Credit Agreement, dated as of May 29, 2007 by and between LCC International, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report or Form 8-K filed with the SEC on May 29, 2007).

124

Exhibit
No.			Description
	10	.44	Subordination Agreement, dated as of June 1, 2007, by and among LCC International, Inc., Wireless Facilities, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report or Form 8-K filed with the SEC on June 5, 2007).
	10	.45	Assignment Agreement, dated as of July 3, 2007, by and between LCC International Inc. and Wireless Facilities, Inc. and SPCP Group L.L.C.
	10	.46	Promissory Note, dated as of June 1, 2007, by and between LCC International Inc. and SPCP Group L.L.C.
	10	.47	Amendment to Registration Rights Agreement, executed as of August 2, 2007, by and among LCC International Inc., RF Investors L.L.C. and The Raj and Neera Singh Charitable Foundation, Inc.
	10	.48	Letter Agreement, dated September 29, 2007, between LCC International, Inc. and Melvin L. Keating (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2007).
	10	.49	First Amendment to Amended and Restated Credit Agreement and Waiver, dated November 30, 2007 by and between LCC International Inc., the parties identified therein as Guarantors and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2007).
	10	.50	Settlement Agreement, dated as of November 29, 2007, by and between LCC United Kingdom Limited and SEMAB Management SRL (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2007).
	21		List of Subsidiaries (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2005).
	23		Consent of KPMG LLP.
	31	.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32	.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Exhibits to this Form 10-K are attached or incorporated by reference as stated above.

(c) None.

125

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of the

LCC INTERNATIONAL, INC.

By:  /s/  Dean J. Douglas

Dean J. Douglas

President and Chief Executive Officer

(Duly Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 11, 2007.

Signatures	Title
/s/  Dean J. Douglas Dean J. Douglas	President and Chief Executive Officer (Principal Executive Officer)
/s/  Louis Salamone, Jr. Louis Salamone, Jr.	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/  Julie A. Dobson Julie A. Dobson	Director, Chairman of the Board of Directors
Melvin L. Keating	Director
/s/  Richard J. Lombardi Richard J. Lombardi	Director
/s/  Susan Ness Susan Ness	Director
/s/  Neera Singh Neera Singh	Director
/s/  Rajendra Singh Rajendra Singh	Director

126

SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS

			Column C
Column A	Column B		Additions						Column D			Column E
	Balance at		Charged to			Charges to			Deductions			Balance at
	Beginning		Costs and			Other			and Other			End of
Description	of Period		Expenses			Accounts			Adjustments			Period
	(in thousands)
Year ended December 31, 2004
Allowance for doubtful accounts		466		146			87			(79	)		620
Valuation allowance for deferred taxes		8,321		6,246			—			(601	)		13,966
Year ended December 31, 2005
Allowance for doubtful accounts		620		728			(113	)		(918	)		317
Valuation allowance for deferred taxes		13,966		4,056			—			(739	)		17,283
Year ended December 31, 2006
Allowance for doubtful accounts		317		(20	)		6			(103	)		200
Valuation allowance for deferred taxes		17,283		8,498			—			(1,322	)		24,459

127

EXHIBIT INDEX

Exhibit
No.			Description
	3	.1	Restated Certificate of Incorporation of the LCC International, Inc. (the “Company”) (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	3	.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	4	.1	Form of Class A and Class B Common Stock certificates (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.1	1996 Directors Stock Option Plan of the Company (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.2	Amendment to 1996 Directors Stock Option Plan of the Company, dated April 22, 1997 (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 1999).
	10	.3	Amendment to 1996 Directors Stock Option Plan of the Company, dated April 16, 1998 (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 1999).
	10	.4	Amendment to 1996 Directors Stock Option Plan of the Company, dated February 1, 2000 (incorporated by reference to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 24, 2000).
	10	.5	Amendment to 1996 Directors Stock Option Plan of the Company, dated January 30, 2001 (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2001).
	10	.6	Amended and Restated Equity Incentive Plan of the Company (formerly the 1996 Employee Stock Option Plan), dated March 10, 2004 (incorporated by reference to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 28, 2004).
	10	.7	Form of Terms and Conditions and Option Grant Letter under the Company’s Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2004).
	10	.8	1996 Employee Stock Purchase Plan of the Company, as amended May 25, 1999 (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2001).
	10	.9	Form of the Company’s Directors Stock Option Plan stock option agreement for directors who will receive Class A Common Stock other than Mark D. Ein (incorporated by reference to Exhibit 10.44 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.10	Form of the Company’s Directors Stock Option Plan stock option agreement for Mark D. Ein (incorporated by reference to Exhibit 10.45 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.11	Form of the Company’s Directors Stock Option Plan stock option agreement for directors who receive Class B Common Stock (incorporated by reference to Exhibit 10.35 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.12	Form of the Company’s 1996 Employee Stock Option Plan incentive stock option agreement (incorporated by reference to Exhibit 10.41 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.13	Form of the Company’s 1996 Employee Stock Option Plan non-incentive stock option agreement (incorporated by reference to Exhibit 10.42 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).

128

Exhibit
No.			Description
	10	.14	Form of the Company’s 1996 Employee Stock Option Plan, as amended, non-incentive stock option agreement for eligible persons who have executed grant letters on or after January 30, 2001 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2001).
	10	.15	Agreement between C. Thomas Faulders, III, and the Company dated as of December 10, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2004 .
	10	.16	Letter dated June 16, 2003, from the Company to Julie A. Dobson (incorporated by reference to Exhibit 10.24 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-108575, filed with the SEC on November 5, 2003).
	10	.17	Letter dated June 19, 2001, from the Company to Susan Ness (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2002).
	10	.18	Form of Indemnity Agreement between the Company and the current and former officers and directors of the Company (incorporated by reference to Exhibit 10.32 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.19	Intercompany Agreement dated as of September 20, 1996 among Telcom Ventures, RF Investors, L.L.C., LCC, L.L.C., the Company, Cherrywood Holdings, Inc., Rajendra Singh, Neera Singh, certain trusts for the benefit of members of the Singh family, Carlyle-LCC Investors I, L.P., Carlyle-LCC Investors II, L.P., Carlyle-LCC Investors III, L.P., Carlyle-LCC IV(E), L.P., MDLCC, L.L.C. and TC Group, L.L.C. (incorporated by reference to Exhibit 10.30 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.20	Registration Rights Agreement dated July 25, 1996 among the Company, RF Investors, L.L.C. and MCI Telecommunications Corporation (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on August 16, 1996).
	10	.21	Overhead and Administrative Services Agreement dated August 27, 1996 between the Company and Telcom Ventures, L.L.C. (incorporated by reference to Exhibit 10.33 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.22	Agreement of Merger dated September 15, 1996 between LCC, L.L.C. and the Company (incorporated by reference to Exhibit 10.34 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, Registration No. 333-6067, filed with the SEC on September 20, 1996).
	10	.23	Consulting Agreement, dated as of December 23, 2004, by and among LCC United Kingdom and SEMAB Management Srl; Letter Agreement, dated as of December 23, 2004, by and among SEMAB Management Srl and LCC United Kingdom Limited; Letter Agreement, dated as of December 23, 2004, by and among Carlo Baravalle and LCC United Kingdom Limited; and Compromise Agreement, dated as of December 23, 2004, by and among Carlo Baravalle and LCC United Kingdom Limited (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2004).
	10	.24	Stock Unit Agreement of LCC International, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2005).
	10	.25	Change in Control Severance Plan of LCC International, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2005).
	10	.26	Letter Agreement, dated September 14, 2005, between LCC International, Inc. and Richard J. Lombardi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2005).
	10	.27	Employment Agreement, dated as of October 4, 2005, between LCC International, Inc. and Dean J. Douglas (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).

129

Exhibit
No.			Description
	10	.28	Agreement, dated as of October 4, 2005, between LCC International, Inc. and Dean J. Douglas with respect to the grant of certain restricted stock units with respect to 500,000 shares of Class A common stock pursuant to the Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).
	10	.29	Agreement, dated as of October 4, 2005, between LCC International, Inc. and Dean J. Douglas with respect to the grant of options to purchase 500,000 shares of Class A common stock pursuant to the Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).
	10	.30	Agreement, dated as of October 4, 2005, between LCC International, Inc. and Dean J. Douglas with respect to the grant of options to purchase 500,000 shares of Class A common stock (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).
	10	.31	Amended Executive Services Agreement, dated as of October 4, 2005, between LCC International, Inc. and Tatum CFO Partners, LLP (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2005).
	10	.32	Asset Purchase Agreement, dated as of June 2, 2006, by and among Nokia Inc., LCC International, Inc. and LCC Wireless Design Services, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2006).
	10	.33	Form of Loan and Security Agreement, (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2006).
	10	.34	Employment Agreement, dated as of April 21, 2006, between LCC International, Inc. and Louis Salamone (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2006).
	10	.35	Agreement, dated as of April 21, 2006, between LCC International, Inc. and Louis Salamone with respect to the grant of certain restricted stock units with respect to 150,000 shares of Class A common stock pursuant to the amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2006).
	10	.36	Agreement, dated as of April 21, 2006, between LCC International, Inc. and Louis Salamone with respect to the grant of options to purchase 400,000 shares of Class A common stock pursuant to the Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2006).
	10	.37	Investment and Registration Rights Agreement, dated as of December 22, 2006, by and between LCC International, Inc. and Detron Corporation B.V.
	10	.38	Investment and Registration Rights Agreement, dated as of December 22, 2006, by and between LCC international, Inc. and Excicom BVBA.
	10	.39	Agreement, dated as of March 9, 2007, by and between LCC Wireless Engineering Services, Inc. and Wireless Facilities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed with the SEC on March 9, 2007).
	10	.40	Purchase Agreement, dated as of April 19, 2007, by and among LCC International, Inc. and the Investors set forth on the signature pages affixed thereto.
	10	.41	Registration Rights Agreement, dated as of April 19, 2007, by and among LCC International, Inc. and the Investors executing the Agreement and named in the Purchase Agreement filed as Exhibit 10.40 to this Form 10-K.
	10	.42	Asset Purchase Agreement, dated as of May 29, 2007 by and between LCC International, Inc. and Wireless Facilities, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report or Form 8-K filed with the SEC on May 29, 2007).
	10	.43	Amended and Restated Credit Agreement, dated as of May 29, 2007 by and between LCC International, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report or Form 8-K filed with the SEC on May 29, 2007).

130

Exhibit
No.			Description
	10	.44	Subordination Agreement, dated as of June 1, 2007, by and among LCC International, Inc., Wireless Facilities, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report or Form 8-K filed with the SEC on June 5, 2007).
	10	.45	Assignment Agreement, dated as of July 3, 2007, by and between LCC International, Inc. and Wireless Facilities, Inc. and SPCP Group L.L.C.
	10	.46	Promissory Note, dated as of June 1, 2007, by and between LCC International, Inc. and SPCP Group L.L.C.
	10	.47	Amendment to Registration Rights Agreement, executed as of August 2, 2007, by and among LCC International Inc., RF Investors L.L.C. and The Raj and Neera Singh Charitable Foundation, Inc.
	10	.48	Letter Agreement, dated September 29, 2007 between LCC International, Inc. and Melvin L. Keating (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2007).
	10	.49	First Amendment to Amended and Restated Credit Agreement and Waiver, dated November 30, 2007 by and between LCC International Inc., the parties identified therein as Guarantors and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2007).
	10	.50	Settlement Agreement, dated as of November 29, 2007, by and between LCC United Kingdom Limited and SEMAB Management SRL (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2007).
	21		List of Subsidiaries (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2005).
	23		Consent of KPMG LLP.
	31	.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32	.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

131

EX-10.37

EXHIBIT 10.37

INVESTMENT AND REGISTRATION RIGHTS AGREEMENT

     This Investment Agreement (the “Agreement”), dated as of December 29, 2006, is entered into by and between LCC International, Inc., a Delaware corporation (“LCCI”), and Detron Corporation B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Seller 1”).

Recitals

     A. Seller 1 is party to that Share Purchase Agreement (the “Share Purchase Agreement”), dated as of December 22, 2006 and executed on December 22, 2006, with LCC United Kingdom Limited, a private company with limited liability organized under the laws of England and a subsidiary of the Company (“LCC UK”), Exicom BVBA, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of Belgium (“Seller 2”), pursuant to which Seller 1 and Seller 2 are transferring to LCC UK all of the outstanding shares of Detron Belgium NV, a private company (naamloze vennootschap) organized under the laws of Belgium (the “Company”).

     B. The parties to the Share Purchase Agreement and LCCI have agreed that the consideration to be paid to Seller 1 for the shares of the Company transferred by Seller 1 to LCC UK pursuant to the Share Purchase Agreement shall be in the form of shares of Class A common stock, par value $.01 per share, of LCCI (“Class A Common Stock”).

     In consideration of the premises, mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Issuance of Shares. Simultaneously herewith, in reliance on the representations and warranties contained in Section 3, LCCI is issuing to Seller 1 378,985 shares of Class A Common Stock (the “Seller 1 Shares”).

     2. Representations and Warranties of the Company. LCCI hereby represents and warrants to Seller 1 as follows:

     2.1 Organization and Standing. LCCI has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority necessary to own its properties and to conduct its business as presently conducted, to deliver this Agreement and to issue the Seller 1 Shares and to perform its obligations hereunder.

     2.2 Authority. The execution and delivery by LCCI of this Agreement, and the performance by LCCI of its obligations hereunder, have been duly and validly authorized by all requisite corporate action on the part of LCCI. This Agreement is a legally valid and binding obligation of LCCI, enforceable against LCCI in accordance with its terms. The execution and delivery of this Agreement by LCCI, and the performance by LCCI of its obligations hereunder do not, as of the date hereof, (a) conflict with or violate the provisions of LCCI’s Restated Certificate of Incorporation or Bylaws, (b) conflict with, result in a breach of, constitute (with or

without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which LCCI is a party or by which LCCI is bound or to which its assets are subject, (c) result in the imposition of any encumbrance upon any assets of LCCI or (d) violate or contravene any United State federal, Delaware corporate or applicable state statute, rule or regulation applicable to LCCI or any order, writ, judgment, injunction, decree, determination or award applicable to LCCI or any of its properties or assets, except in the cases of clauses (b) through (d) above, for any such filings, consents, violations, breaches, defaults or other occurrences that (A) would not prevent the Company from performing its obligations under this Agreement in any material respect or (B) would not reasonably be likely to have a material adverse effect on the business, assets, operations or financial condition of LCCI.

     2.3 Reports and Financial Statements. LCCI has timely filed all reports required to be filed with the United States Securities Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder, the “Exchange Act”), or the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Securities Act”), since December 31, 2001 (collectively, the “LCCI SEC Reports”). The LCCI SEC Reports, as of their respective dates, or, in case of any LCCI SEC Reports that have been amended, as of the date of any such amendment, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of the LCCI SEC Reports, as of their respective dates, or, in case of any LCCI SEC Reports that have been amended, as of the date of any such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of LCCI included in the LCCI SEC Reports have been prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of unaudited statements, to normal recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of LCCI and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of LCCI and its consolidated subsidiaries for the periods then ended. Except as disclosed in the LCCI SEC Reports, since December 31, 2005 there has been no change in any of the significant accounting (including tax accounting) policies or procedures of LCCI or any of its consolidated subsidiaries.

     2.4 Issuance of Shares. The issuance and delivery of the Seller 1 Shares has been duly authorized. The Seller 1 Shares are duly and validly issued, fully paid and non-assessable, and will be free of all liens, charges, claims, encumbrances and restrictions on transfer other than the restrictions on transfer under applicable securities laws.

     2.5 Offering Exemption. Assuming the accuracy of the representations and warranties made by Seller 1 in Section 3.3 of this Agreement, the issuance of the Seller 1 Shares is exempt from the registration requirements of the Securities Act.

     3. Representations of Seller 1. Seller 1 represents and warrants to LCCI as follows:

     3.1 Organization and Standing. Seller 1 has been duly incorporated and is validly existing and in good standing under the laws of The Netherlands and has the requisite corporate power and authority necessary to own its properties and to conduct its business as

2

presently conducted, to deliver this Agreement and to accept the Seller 1 Shares and to perform its obligations hereunder.

     3.2 Authority. Seller 1 has full power and authority to enter into and to perform this Agreement in accordance with its terms and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller 1 and constitutes a valid and binding obligations of Seller 1 enforceable in accordance with its terms. The execution and delivery of this Agreement by Seller 1 and the performance by Seller 1 of its obligations hereunder, do not, as of the date hereof, (a) conflict with or violate the provisions of Seller 1’s organizational documents, (b) require on the part of Seller 1 any filing with, or any permit, authorization, consent or approval of, any governmental entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Seller 1 is a party or by which Seller 1 is bound or to which its assets are subject, (d) result in the imposition of any encumbrance upon any assets of Seller 1 or (e) violate or contravene any statute, rule or regulation of The Netherlands applicable to Seller 1 or any order, writ, judgment, injunction, decree, determination or award applicable to Seller 1 or any of its properties or assets, except in the cases of clauses (b) through (e) above, for any such filings, consents, violations, breaches, defaults or other occurrences that (A) would not prevent or delay the consummation of any of the transactions contemplated by this Agreement in any material respect , or otherwise prevent Seller 1 from performing its obligations under this Agreement in any material respect or (B) would not reasonably be likely to have a material adverse effect on the business, assets, operations or financial condition of Seller 1.

     3.3 Securities Laws Representations.

     (a) Seller 1 is acquiring the Seller 1 Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and Seller 1 has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof.

     (b) Seller 1 has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Seller 1 Shares, has carefully reviewed the representations concerning LCCI contained in this Agreement and has made detailed inquiry concerning LCCI, its business and its personnel; the officers of LCCI have made available to Seller 1 any and all written information that Seller 1 has requested and have answered to Seller 1’s satisfaction all inquiries made by Seller 1. Seller 1 has adequate net worth and means of providing for its current needs and contingencies to sustain a complete loss of its investment in LCCI. Seller 1’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and Seller 1’s investment in the Seller 1 Shares will not cause such overall commitment to become excessive. If needed, Seller 1 has discussed with its professional legal, tax and/or financial advisors the suitability of an investment in LCCI for Seller 1’s particular tax and financial situation. Seller 1 understands that the Seller 1 Shares have not been registered under the Securities Act or any other securities laws, by reason of their issuance by LCCI in a transaction exempt from the registration requirements thereof and that the Seller 1 Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. Seller 1 acknowledges that the certificates representing the Seller 1 Shares shall bear a legend indicating the restrictions on transfers to which they are subject, and

3

any transfer agent employed or utilized by LCCI shall be instructed not to effect transfer of the Seller 1 Shares without prior written authorization from LCCI.

     (c) Seller 1 is an “accredited investor” within the definition set forth in Rule 501(a) of Regulation D under the Securities Act by virtue of not having been formed for the specific purpose of acquiring the Seller 1 Shares and of having total assets in excess of US$5,000,000. Seller 1 did not receive any information regarding the offer, purchase and sale of the Seller 1 Shares through any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act.

     (d) Seller 1 is aware of the provisions of Rule 144 under the Securities Act, which permits limited resales of “restricted securities” (as such term is defined in Rule 144), subject to the satisfaction of certain conditions, including, among other things: (i) the condition that there be available certain current public information about the issuer of such securities; (ii) the condition that the sale of securities be effected not less than one year after a party has purchased and paid for the securities to be sold; (iii) the condition that the sale of securities be effected through an unsolicited “brokers’ transaction” or in transactions directly with a “market maker” (as such terms are defined in Rule 144); and (iv) the condition that the number of securities being sold during any three-month period not exceed specified limitations.

     (e) (i) Seller 1 hereby certifies that it is not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Securities Act (“Regulation S”) and is not acquiring the for the account or benefit of a “U.S. person.” Seller 1 is not a “U.S. person” by virtue of being a partnership, corporation or similar entity organized or incorporated under the laws of a state, province or country other than the United States or a state thereof and not organized by a resident of the United States principally for the purpose of investing in securities in transactions not registered under the laws of the Securities Act.

     (ii) Seller 1 acknowledges that the issuance of the Seller 1 Shares constitutes an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S. The issuance of the Seller 1 Shares is an “offshore transaction” because Seller 1: (x) is not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S; (y) was not a “U.S. person” at the time the offer to acquire the Seller 1 Shares was made to and accepted by Seller 1; and (z) was not solicited to acquire the Seller 1 Shares by way of directed selling efforts in the United States.

     (iii) Seller 1 agrees to resell the Seller 1 Shares only in accordance with the resale provisions of Regulation S, pursuant to an available exemption from registration or pursuant to a registration statement under the Securities Act. Seller 1 agrees not to engage in hedging transactions with regard to the Seller 1 Shares unless such transactions are in compliance with applicable provisions of the Securities Act. Seller 1 is aware that the certificates representing the Seller 1 Shares shall contain a legend to the effect of the foregoing.

     4. Piggyback Registration Rights.

          4.1 Certain Definitions. The following terms shall have the following meanings for purposes of this Agreement:

          “Class B Common Stock” means the Class B Common Stock, par value $.01 per share, of LCCI, which stock is convertible into Class A Common Stock on a share-for-share basis as described in LCCI’s Certificate of Incorporation.

4

          “Common Stock” means the Class A Common Stock and the Class B Common Stock.

          “Detron Investors” means Seller 1 and Seller 2.

          “Person” means any natural person, corporation, limited liability company, partnership, limited partnership, venture, trust, estate, governmental entity or other entity.

          “Registrable Securities” means all shares of Class A Common Stock held at the relevant time by Seller 1 and any other issued or issuable shares of Class A Common Stock held by Seller 1 at the relevant time, either at the time of initial issuance or subsequently, by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have been transferred in a public offering registered under the Securities Act or in a sale made through a broker, dealer or market-maker pursuant to Rule 144 promulgated under the Securities Act or may be sold by Seller 1 pursuant to Rule 144(k) under the Securities Act or otherwise sold pursuant to Rule 144 under the Securities Act. For purposes of this Agreement, Seller 1 will be deemed to be a holder of Registrable Securities whenever Seller 1 has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

          “RF Investors Shareholders” means RF Investors, LLC and its successors and assigns.

          4.2 Registration Rights.

          (a) If LCCI proposes to register any shares of its Common Stock under the Securities Act whether for its own account or for the account of other security holders or both on any form other than S-8, S-4 (or Form S-3 if such registration covers an offering of the type contemplated by Form S-8) or any successor forms, LCCI will give prompt written notice (a “Registration Notice”) to Seller 1 of its intention so to register such shares of Common Stock. Seller 1 may, within 15 days after the receipt of the Registration Notice, notify LCCI in writing of the number of shares of Registrable Securities, if any, that Seller 1 desires to have included in such registration (a “Registration Request”), and LCCI shall use its best efforts to cause such shares of Registrable Securities to be included in such registration.

          (b) LCCI shall not be required to include such shares of Registrable Securities of Seller 1 in any such registration if and to the extent that, in the opinion of the managing underwriter for such offering, the inclusion of such shares of Registrable Securities would adversely affect the marketing of such proposed offering or if Seller 1 has not agreed to enter into an underwriting agreement in customary form with the underwriters and to refrain from selling any additional shares of Registrable Securities for such reasonable period following the effective date of the offering as such managing underwriter may request. If the number of shares of Registrable Securities to be offered by Seller 1 is so reduced (but Seller 1 is permitted to include some shares of Registrable Securities in such registration), then the shares that may be included by Seller 1 in such registration shall be limited accordingly. If more than one LCCI shareholder having registration rights has requested to participate in the registration, LCCI will include in such registration (i) first, the Common Stock LCCI proposes to sell, (ii) second, the

5

Common Stock the RF Investors Shareholders propose to sell, and (iii), third, the Common Stock the Detron Investors propose to sell, which number of shares of Common Stock will be limited pro rata, based on the number of shares requested by each of the Detron Investors to be included in such registration.

          4.3 Registration Procedures. If and whenever LCCI is required to use its best efforts to effect or cause the registration of any shares under the Securities Act as provided in this Agreement, LCCI shall, as expeditiously as possible:

          (i) use its best efforts to prepare and file with the SEC within 90 days after receipt of a Registration Request for registration with respect to such shares, a registration statement on any form for which LCCI then qualifies or which counsel for LCCI shall deem appropriate and which form shall be available for the sale of the shares in accordance with the intended methods of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided that before filing with the SEC a registration statement or prospectus or any amendments or supplements thereto, LCCI will (i) furnish to one counsel selected by the selling RF Investors Shareholders and one counsel selected by the Detron Investors copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel and (ii) notify Seller 1 of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

          (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 120 days or such shorter period which will terminate when all shares covered by such registration statement have been sold and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by Seller 1 set forth in such registration statement;

          (iii) furnish to Seller 1 and each underwriter, if any, of shares covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents as Seller 1 may reasonably request in order to facilitate the disposition of the shares owned by Seller 1;

          (iv) use its best efforts to register or qualify such shares under such other state securities or “blue sky” laws of such jurisdictions as Seller 1 and each underwriter, if any, of shares covered by such registration statement reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable Seller 1 and each underwriter, if any, to consummate the disposition in such jurisdictions of the shares owned by Seller 1; provided that LCCI will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction;

          (v) use its best efforts to cause the shares covered by such registration statement to be registered with or approved by such other governmental agencies or

6

authorities as may be necessary by virtue of the business and operations of LCCI to enable Seller 1 to consummate the disposition of such shares;

          (vi) immediately notify Seller 1 during any time when a Registration Statement is effective under the Securities Act of the happening of any event which comes to LCCI’s attention if as a result of such event the prospectus included in such registration statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and LCCI will promptly prepare and furnish to Seller 1 and file with the SEC a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such shares, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

          (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as Seller 1 or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such shares, including customary indemnification;

          (viii) make available for inspection by Seller 1, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by Seller 1 or the underwriters, all financial and other records, pertinent corporate documents and properties of LCCI and its subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause LCCI’s and its subsidiaries’ officers, directors and employees to supply all information and respond to all inquiries reasonably requested by any such Person in connection with such registration statement;

          (ix) use its best efforts to obtain a “cold comfort” letter from LCCI’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Seller 1 or the underwriter reasonably request; and

          (x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC.

          4.4 Duties of Seller 1 in Connection with Registration.

          (a) It shall be a condition precedent to the obligation of LCCI to take any action pursuant to this Agreement in respect of the securities which are to be registered at the request of Seller 1 that Seller 1 shall furnish to LCCI such information regarding the securities held by Seller 1 and any intended method of disposition thereof as LCCI shall reasonably request and as shall be required in connection with the action taken by LCCI.

          (b) Seller 1 agrees that, upon receipt of any notice from LCCI of the happening of any event of the kind described in clause (vi) of Section 4.3 hereof, Seller 1 will forthwith discontinue disposition of shares pursuant to the registration statement covering such shares until Seller 1’s receipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) of Section 4.3 hereof, and, if so directed by LCCI, Seller 1 will

7

deliver to LCCI (at LCCI’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in Seller 1’s possession, of the prospectus covering such shares current at the time of receipt of such notice. In the event LCCI shall give any such notice, the period mentioned in clause (ii) of Section 4.3 hereof shall be extended by the greater of (i) three months or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to clause (vi) Section 4.3 hereof to and including the date when Seller 1 shall have received the copies of the supplemented or amended prospectus contemplated by clause (vi) of Section 4.3 hereof.

          4.5 Expenses. LCCI shall, whether or not any registration statement pursuant to this Agreement shall become effective under the Securities Act, pay all expenses incident to its performance of or compliance with this Agreement, including without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for LCCI and all independent public accountants (including the expenses of any audit or “cold comfort” letter) and other Persons retained by LCCI, the reasonable fees and disbursements of one counsel retained by the RF Investors Shareholders and one counsel retained by the Detron Investors and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding underwriting commissions and discounts). In all cases, any allocation of LCCI personnel or other general overhead expenses of LCCI or other expenses for the preparation of financial statements or other data normally prepared by LCCI in the ordinary course of its business shall be borne by LCCI.

          4.6 Indemnification and Contribution.

          (a) By LCCI. In the case of each registration effected by LCCI, LCCI will indemnify and hold harmless Seller 1, its officers and directors, if any, each underwriter of the shares of Common Stock registered and each Person who controls Seller 1 and any such underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities to which they or any of them may become subject under the Securities Act or any other statute or law, including any amount paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the consent of LCCI, and to reimburse them for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions (subject to Section 4.6(c) below), insofar as any such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any post-effective amendment thereof, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used before the effective date of such registration statement, or contained in the prospectus (as amended or supplemented if LCCI files any amendment thereof or supplement thereto with the SEC), if used within the period during which LCCI is required to keep the registration statement to which such prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnification provisions contained in this Section 4.6(a) shall not (A) apply to such losses, claims, damages, liabilities or actions arising out of, based upon, any such untrue statement or alleged untrue statement, or any such omission made in reliance upon and in conformity with information furnished in writing to LCCI by Seller 1 (or such underwriter) for use in connection with the preparation of the registration statement or any preliminary prospectus or prospectus

8

amendment thereof or supplement thereto, or (B) inure to the benefit of any underwriter from whom the Person asserting any such losses, claims, damages, expenses, or liabilities purchased the shares of Common Stock which are the subject thereof or to the benefit of any Person controlling such underwriter, if such underwriter failed to send or give a copy of the prospectus or any amendment thereof or supplement thereto to such Person at or before the written confirmation of the sale of such shares of Common Stock to such Person.

          (b) By Seller 1. In the case of each registration effected by LCCI, Seller 1 shall agree, in the same manner and to the same extent as set forth in Section 4.6 (a), to indemnify and hold harmless LCCI, each Person, if any, who controls LCCI within the meaning of Section 15 of the Securities Act, and their directors and officers, with respect to any statement in or omission from such registration statement or any post effective amendment thereof or any preliminary prospectus or prospectus (as amended or supplemented if amended or supplemented as aforesaid) contained in such registration statement, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to LCCI by Seller 1 for use in connection with the registration statement or any post-effective amendment thereof or any preliminary prospectus or prospectus contained in such registration statement or any such amendment thereof or supplement thereto.

          (c) General. Each party entitled to indemnity under this Section 4.6 (the “indemnified party”) will, promptly after the receipt of notice of a claim, a threat of litigation or the commencement of any action against such indemnified party in respect of which indemnity may be sought from any other party (the “indemnifying party”) on account of an indemnity agreement contained in this Section 4.6, notify the indemnifying party in writing of the commencement thereof. The failure of any indemnified party so to notify an indemnifying party of such action shall relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party on account of the indemnity agreement contained in this Section 4.6, unless such indemnified party can establish that the indemnifying party has not been materially prejudiced in its ability to defend against or settle such action by such failure. In addition, any failure to give such notice shall not relieve the indemnifying party from any other liability that it may have to such indemnified party. Notice given within ten days of commencement of the action shall be conclusively presumed not to adversely affect the indemnifying party’s ability to defend or settle the action. In case any such action is brought against any indemnified party and such indemnified party notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof and acknowledgment in writing by the indemnifying party that the claim in question is one for which the indemnifying party is obligated to indemnify the indemnified party, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation made at the request of the indemnifying party; provided, however, that if such indemnified party has a reasonable basis to believe, and does believe, that its interests in such action conflict with those of the indemnifying party, the indemnified party may so notify such indemnifying party and the indemnifying party will remain liable to such indemnified party for all fees, costs and expenses incurred by such indemnified party in retaining one separate counsel to participate in the defense of such action.

9

          (d) Contribution. To provide for contribution in circumstances in which the indemnification provided for in this Section 4.6 is for any reason held to be unavailable from Seller 1 or LCCI, Seller 1 and LCCI shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provisions (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting any contribution received by Seller 1 or LCCI, including from Persons who control LCCI within the meaning of Section 15 of the Securities Act, officers of LCCI who signed the registration statement and directors of LCCI, who may also be liable for contribution) to which Seller 1 and LCCI may be subject, in such proportions as are appropriate to reflect the relative fault of Seller 1 and LCCI in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of Seller 1 and LCCI shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 4.6(d). Notwithstanding the foregoing provisions of this Section 4.6(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4.6(d), each Person, if any, who controls an LCC Shareholder or LCCI within the meaning of Section 15 of the Securities Act, each officer of LCCI who shall have signed the registration statement and each director of an LCC Shareholder or LCCI shall have the same rights to contribution as Seller 1 or LCCI subject in each case to the provisions of the preceding sentence. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect to which a claim for contribution may be made against another party or parties under this Section 4.6(d), notify such party from whom contribution may be sought, and such notice shall be a condition precedent to the other party’s liability under this Section 4.6(d) or otherwise.

          4.7 Holdback Agreements. If any registration pursuant to this Agreement shall be in connection with an underwritten offering, Seller 1 agrees, if so requested in writing by LCCI, not to effect any sale or distribution, including any private placement or any sale pursuant to Rule 144, or any successor provision, promulgated under the Securities Act, of any equity security of LCCI or of any security convertible into or exchangeable or exercisable for any equity security of LCCI (in each case, other than as part of such underwritten offering) during the seven days prior to, and during the 90 day period which begins on, the effective date of such registration statement (except as part of such registration).

          4.8 Transfer of Registration Rights. Seller 1 may transfer or assign its rights hereunder, in whole or in part, but only to a purchaser or other transferee of its Registrable Securities. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, and by taking and holding such Registrable Securities such Person shall be entitled to receive the benefits hereof and shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof. If Seller 1 shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement.

10

          4.9 Other Registration Rights. LCCI will not grant to any Persons the right to request LCCI to register any equity securities of LCCI, or any securities convertible or exchangeable into or exercisable for such securities, which are more favorable to such Persons than the rights granted to Seller 1 hereunder without the prior written consent of Seller 1, unless LCCI agrees to amend this Agreement to grant such more favorable rights to Seller 1, in lieu of the rights granted hereunder. For the avoidance of doubt, the parties acknowledge that the foregoing provisions do not apply to the rights granted by LCCI to the RF Investors Shareholders under that certain Registration Rights Agreement dated July 25, 1996 among LCC International, Inc., RF Investors, LLC and MCI Telecommunications Corporation.

     5. Miscellaneous.

     5.1 Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement in any court described in Section 5.11.

     5.2 Assignment; Successors and Assigns. No assignment or transfer by any party of such party’s rights and obligations under this Agreement will be made except with the prior written consent of the other party to this Agreement. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the respective successors and permitted assigns of the parties hereto.

     5.3 Expenses. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby.

     5.4 Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be delivered by hand or sent by facsimile, by courier or registered mail, return receipt requested, postage prepaid. Such notices and other communications shall be addressed:

If to LCCI, at
7925 Jones Branch Drive
McLean, VA 22102
United States of America
FAX: 1 (703) 873-2900
Attention: General Counsel

or at such other address or addresses as may have been furnished in writing by LCCI to Seller 1, with a copy to (which shall not constitute notice)

Hogan & Hartson LLP
555 Thirteenth Street, NW
Washington, DC 20004
Fax: 1 (202) 637-5910
Attention: Lorraine Sostowski, Esq.

If to Seller 1, at

Afrikalaan 23
5232 BD’s-Hertogenbosch
The Netherlands

11

FAX: 31 73 627 3545
Attention: Tom Tank

or at such other address or addresses as may have been furnished in writing by Seller 1 to LCCI. Such notices or other communications shall be effective when received, and in any event no later than:

(i) when sent by facsimile 2 (two) business hours after receipt. Receipt shall be deemed to have occurred when transmission of such facsimile communication has been completed and a positive transmission report has been produced by the transmitting machine. For the purposes of this provision, “business hour” shall mean any time between 09.00 and 18.00 hours on a business day in the country of the addressee;

(ii) when sent by courier service 3 (three) days after dispatch; and

(iii) when sent by registered mail 3 (three) days after dispatch.

     5.5 Brokers. LCCI is not subject to an existing agreement with any finder and no fees will be paid by LCCI to any such finder in regard to the transactions contemplated by this Agreement. Seller 1 is not subject to an existing agreement with any finder and no fees will be paid by Seller 1 to any such finder in regard to the transactions contemplated by this Agreement. Each party will indemnify and save the other party harmless from and against any and all claims, liabilities or obligations with respect to brokerage or finders’ fees or commissions, or consulting fees in connection with the transactions contemplated by this Agreement asserted by any Person on the basis of any statement or representation alleged to have been made by such indemnifying party.

     5.6 Entire Agreement. This Agreement and the Share Purchase Agreement embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

     5.7 Amendments and Waivers. Any term of this Agreement may be amended only with the written consent of LCCI and Seller 1. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only in a writing signed by the party claimed to have waived. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

     5.8 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.

     5.9 Headings. The headings of the sections, subsections, and paragraphs of this Agreement have been added for convenience only and shall not be deemed to be a part of this Agreement.

     5.10 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

     5.11 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the choice of

12

law or conflicts of law provisions thereof. Each of the parties hereto (i) submits to the jurisdiction of any state or federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court, and (ii) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.3; the foregoing, however, shall not affect the right of any party to serve legal process in any other manner permitted by law.

     5.12 Further Assurances. LCCI, on the one hand, and Seller 1, on the other hand, agree to cooperate with each other, and at the request of the other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

     5.13 Survival. The representations and warranties each party contained herein shall survive until the expiration of the statute of limitations applicable thereto.

{Signature pages follow}

13

          IN WITNESS WHEREOF, the undersigned have executed this Investment Agreement (in counterpart signature and by facsimile signature) as of the date set forth in the first paragraph hereof.

LCC INTERNATIONAL, INC.
By:	/s/ Peter Deliso
Name:	Peter Deliso
Title:	Senior Vice President
DETRON CORPORATION B.V.
By:	/s/ Stan Schreuder
Name:	Stan Schreuder
Title:	Managing-Director

EX-10.38

EXHIBIT 10.38

INVESTMENT AND REGISTRATION RIGHTS AGREEMENT

     This Investment Agreement (the “Agreement”), dated as of December 29, 2006, is entered into by and between LCC International, Inc., a Delaware corporation (“LCCI”), and Excicom BVBA, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of Belgium (“Seller 2”).

Recitals

     A. Seller 2 is party to that Share Purchase Agreement (the “Share Purchase Agreement”), dated as of December 22, 2006 and executed on December 22, 2006, with LCC United Kingdom Limited, a private company with limited liability organized under the laws of England and a subsidiary of the Company (“LCC UK”), Detron Corporation B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Seller 1”), pursuant to which Seller 2 and Seller 1 are transferring to LCC UK all of the outstanding shares of Detron Belgium NV, a private company (naamloze vennootschap) organized under the laws of Belgium (the “Company”).

     B. The parties to the Share Purchase Agreement and LCCI have agreed that the consideration to be paid to Seller 2 for the shares of the Company transferred by Seller 2 to LCC UK pursuant to the Share Purchase Agreement shall be in the form of shares of Class A common stock, par value $.01 per share, of LCCI (“Class A Common Stock”).

     In consideration of the premises, mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Issuance of Shares. Simultaneously herewith, in reliance on the representations and warranties contained in Section 3, LCCI is issuing to Seller 2 126,328 shares of Class A Common Stock (the “Seller 2 Shares”).

     2. Representations and Warranties of the Company. LCCI hereby represents and warrants to Seller 2 as follows:

     2.1 Organization and Standing. LCCI has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority necessary to own its properties and to conduct its business as presently conducted, to deliver this Agreement and to issue the Seller 2 Shares and to perform its obligations hereunder.

     2.2 Authority. The execution and delivery by LCCI of this Agreement, and the performance by LCCI of its obligations hereunder, have been duly and validly authorized by all requisite corporate action on the part of LCCI. This Agreement is a legally valid and binding obligation of LCCI, enforceable against LCCI in accordance with its terms. The execution and delivery of this Agreement by LCCI, and the performance by LCCI of its obligations hereunder do not, as of the date hereof, (a) conflict with or violate the provisions of LCCI’s Restated Certificate of Incorporation or Bylaws, (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture,

agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which LCCI is a party or by which LCCI is bound or to which its assets are subject, (c) result in the imposition of any encumbrance upon any assets of LCCI or (d) violate or contravene any United State federal, Delaware corporate or applicable state statute, rule or regulation applicable to LCCI or any order, writ, judgment, injunction, decree, determination or award applicable to LCCI or any of its properties or assets, except in the cases of clauses (b) through (d) above, for any such filings, consents, violations, breaches, defaults or other occurrences that (A) would not prevent the Company from performing its obligations under this Agreement in any material respect or (B) would not reasonably be likely to have a material adverse effect on the business, assets, operations or financial condition of LCCI.

     2.3 Reports and Financial Statements. LCCI has timely filed all reports required to be filed with the United States Securities Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder, the “Exchange Act”), or the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Securities Act”), since December 31, 2001 (collectively, the “LCCI SEC Reports”). The LCCI SEC Reports, as of their respective dates, or, in case of any LCCI SEC Reports that have been amended, as of the date of any such amendment, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of the LCCI SEC Reports, as of their respective dates, or, in case of any LCCI SEC Reports that have been amended, as of the date of any such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of LCCI included in the LCCI SEC Reports have been prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of unaudited statements, to normal recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of LCCI and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of LCCI and its consolidated subsidiaries for the periods then ended. Except as disclosed in the LCCI SEC Reports, since December 31, 2005 there has been no change in any of the significant accounting (including tax accounting) policies or procedures of LCCI or any of its consolidated subsidiaries.

     2.4 Issuance of Shares. The issuance and delivery of the Seller 2 Shares has been duly authorized. The Seller 2 Shares are duly and validly issued, fully paid and non-assessable, and will be free of all liens, charges, claims, encumbrances and restrictions on transfer other than the restrictions on transfer under applicable securities laws.

     2.5 Offering Exemption. Assuming the accuracy of the representations and warranties made by Seller 2 in Section 3.3 of this Agreement, the issuance of the Seller 2 Shares is exempt from the registration requirements of the Securities Act.

     3. Representations of Seller 2. Seller 2 represents and warrants to LCCI as follows:

     3.1 Organization and Standing. Seller 2 has been duly incorporated and is validly existing and in good standing under the laws of Belgium and has the requisite corporate power and authority necessary to own its properties and to conduct its business as presently conducted, to deliver this Agreement and to accept the Seller 2 Shares and to perform its obligations hereunder.

2

     3.2 Authority. Seller 2 has full power and authority to enter into and to perform this Agreement in accordance with its terms and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller 2 and constitutes a valid and binding obligations of Seller 2 enforceable in accordance with its terms. The execution and delivery of this Agreement by Seller 2 and the performance by Seller 2 of its obligations hereunder, do not, as of the date hereof, (a) conflict with or violate the provisions of Seller 2’s organizational documents, (b) require on the part of Seller 2 any filing with, or any permit, authorization, consent or approval of, any governmental entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Seller 2 is a party or by which Seller 2 is bound or to which its assets are subject, (d) result in the imposition of any encumbrance upon any assets of Seller 2 or (e) violate or contravene any statute, rule or regulation of Belgium applicable to Seller 2 or any order, writ, judgment, injunction, decree, determination or award applicable to Seller 2 or any of its properties or assets, except in the cases of clauses (b) through (e) above, for any such filings, consents, violations, breaches, defaults or other occurrences that (A) would not prevent or delay the consummation of any of the transactions contemplated by this Agreement in any material respect , or otherwise prevent Seller 2 from performing its obligations under this Agreement in any material respect or (B) would not reasonably be likely to have a material adverse effect on the business, assets, operations or financial condition of Seller 2.

     3.3 Securities Laws Representations.

     (a) Seller 2 is acquiring the Seller 2 Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and Seller 2 has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof.

     (b) Seller 2 has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Seller 2 Shares, has carefully reviewed the representations concerning LCCI contained in this Agreement and has made detailed inquiry concerning LCCI, its business and its personnel; the officers of LCCI have made available to Seller 2 any and all written information that Seller 2 has requested and have answered to Seller 2’s satisfaction all inquiries made by Seller 2. Seller 2 has adequate net worth and means of providing for its current needs and contingencies to sustain a complete loss of its investment in LCCI. Seller 2’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and Seller 2’s investment in the Seller 2 Shares will not cause such overall commitment to become excessive. If needed, Seller 2 has discussed with its professional legal, tax and/or financial advisors the suitability of an investment in LCCI for Seller 2’s particular tax and financial situation. Seller 2 understands that the Seller 2 Shares have not been registered under the Securities Act or any other securities laws, by reason of their issuance by LCCI in a transaction exempt from the registration requirements thereof and that the Seller 2 Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. Seller 2 acknowledges that the certificates representing the Seller 2 Shares shall bear a legend indicating the restrictions on transfers to which they are subject, and any transfer agent employed or utilized by LCCI shall be instructed not to effect transfer of such Seller 2 Shares without prior written authorization from LCCI.

3

     (c) Seller 2 is aware of the provisions of Rule 144 under the Securities Act, which permits limited resales of “restricted securities” (as such term is defined in Rule 144), subject to the satisfaction of certain conditions, including, among other things: (i) the condition that there be available certain current public information about the issuer of such securities; (ii) the condition that the sale of securities be effected not less than one year after a party has purchased and paid for the securities to be sold; (iii) the condition that the sale of securities be effected through an unsolicited “brokers’ transaction” or in transactions directly with a “market maker” (as such terms are defined in Rule 144); and (iv) the condition that the number of securities being sold during any three-month period not exceed specified limitations.

     (d) (i) Seller 2 hereby certifies that it is not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Securities Act (“Regulation S”) and is not acquiring the for the account or benefit of a “U.S. person.” Seller 2 is not a “U.S. person” by virtue of being a partnership, corporation or similar entity organized or incorporated under the laws of a state, province or country other than the United States or a state thereof and not organized by a resident of the United States principally for the purpose of investing in securities in transactions not registered under the laws of the Securities Act.

          (ii) Seller 2 acknowledges that the issuance of the Seller 2 Shares constitutes an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S. The issuance of the Seller 2 Shares is an “offshore transaction” because Seller 2: (x) is not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S; (y) was not a “U.S. person” at the time the offer to acquire the Seller 2 Shares was made to and accepted by Seller 2; and (z) was not solicited to acquire the Seller 2 Shares by way of directed selling efforts in the United States.

          (iii) Seller 2 agrees to resell the Seller 2 Shares only in accordance with the resale provisions of Regulation S, pursuant to an available exemption from registration or pursuant to a registration statement under the Securities Act. Seller 2 agrees not to engage in hedging transactions with regard to the Seller 2 Shares unless such transactions are in compliance with applicable provisions of the Securities Act. Seller 2 is aware that certificates representing the Seller 2 Shares shall contain a legend to the effect of the foregoing.

     4. Piggyback Registration Rights.

          4.1 Certain Definitions. The following terms shall have the following meanings for purposes of this Agreement:

          “Class B Common Stock” means the Class B Common Stock, par value $.01 per share, of LCCI, which stock is convertible into Class A Common Stock on a share-for-share basis as described in LCCI’s Certificate of Incorporation.

          “Common Stock” means the Class A Common Stock and the Class B Common Stock.

          “Detron Investors” means Seller 1 and Seller 2.

          “Person” means any natural person, corporation, limited liability company, partnership, limited partnership, venture, trust, estate, governmental entity or other entity.

4

          “Registrable Securities” means all shares of Class A Common Stock held at the relevant time by Seller 2 and any other issued or issuable shares of Class A Common Stock held by Seller 2 at the relevant time, either at the time of initial issuance or subsequently, by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have been transferred in a public offering registered under the Securities Act or in a sale made through a broker, dealer or market-maker pursuant to Rule 144 promulgated under the Securities Act or may be sold by Seller 2 pursuant to Rule 144(k) under the Securities Act or otherwise sold pursuant to Rule 144 under the Securities Act. For purposes of this Agreement, Seller 2 will be deemed to be a holder of Registrable Securities whenever Seller 2 has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

          “RF Investors Shareholders” means RF Investors, LLC and its successors and assigns.

          4.2 Registration Rights.

          (a) If LCCI proposes to register any shares of its Common Stock under the Securities Act whether for its own account or for the account of other security holders or both on any form other than S-8, S-4 (or Form S-3 if such registration covers an offering of the type contemplated by Form S-8) or any successor forms, LCCI will give prompt written notice (a “Registration Notice”) to Seller 2 of its intention so to register such shares of Common Stock. Seller 2 may, within 15 days after the receipt of the Registration Notice, notify LCCI in writing of the number of shares of Registrable Securities, if any, that Seller 2 desires to have included in such registration (a “Registration Request”), and LCCI shall use its best efforts to cause such shares of Registrable Securities to be included in such registration.

          (b) LCCI shall not be required to include such shares of Registrable Securities of Seller 2 in any such registration if and to the extent that, in the opinion of the managing underwriter for such offering, the inclusion of such shares of Registrable Securities would adversely affect the marketing of such proposed offering or if Seller 2 has not agreed to enter into an underwriting agreement in customary form with the underwriters and to refrain from selling any additional shares of Registrable Securities for such reasonable period following the effective date of the offering as such managing underwriter may request. If the number of shares of Registrable Securities to be offered by Seller 2 is so reduced (but Seller 2 is permitted to include some shares of Registrable Securities in such registration), then the shares that may be included by Seller 2 in such registration shall be limited accordingly. If more than one LCCI shareholder having registration rights has requested to participate in the registration, LCCI will include in such registration (i) first, the Common Stock LCCI proposes to sell, (ii) second, the Common Stock the RF Investors Shareholders propose to sell, and (iii), third, the Common Stock the Detron Investors propose to sell, which number of shares of Common Stock will be limited pro rata, based on the number of shares requested by each of the Detron Investors to be included in such registration.

5

          4.3 Registration Procedures. If and whenever LCCI is required to use its best efforts to effect or cause the registration of any shares under the Securities Act as provided in this Agreement, LCCI shall, as expeditiously as possible:

          (i) use its best efforts to prepare and file with the SEC within 90 days after receipt of a Registration Request for registration with respect to such shares, a registration statement on any form for which LCCI then qualifies or which counsel for LCCI shall deem appropriate and which form shall be available for the sale of the shares in accordance with the intended methods of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided that before filing with the SEC a registration statement or prospectus or any amendments or supplements thereto, LCCI will (i) furnish to one counsel selected by the selling RF Investors Shareholders and one counsel selected by the Detron Investors copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel and (ii) notify Seller 2 of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

          (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 120 days or such shorter period which will terminate when all shares covered by such registration statement have been sold and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by Seller 2 set forth in such registration statement;

          (iii) furnish to Seller 2 and each underwriter, if any, of shares covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents as Seller 2 may reasonably request in order to facilitate the disposition of the shares owned by Seller 2;

          (iv) use its best efforts to register or qualify such shares under such other state securities or “blue sky” laws of such jurisdictions as Seller 2 and each underwriter, if any, of shares covered by such registration statement reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable Seller 2 and each underwriter, if any, to consummate the disposition in such jurisdictions of the shares owned by Seller 2; provided that LCCI will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction;

          (v) use its best efforts to cause the shares covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of LCCI to enable Seller 2 to consummate the disposition of such shares;

6

          (vi) immediately notify Seller 2 during any time when a Registration Statement is effective under the Securities Act of the happening of any event which comes to LCCI’s attention if as a result of such event the prospectus included in such registration statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and LCCI will promptly prepare and furnish to Seller 2 and file with the SEC a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such shares, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

          (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as Seller 2 or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such shares, including customary indemnification;

          (viii) make available for inspection by Seller 2, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by Seller 2 or the underwriters, all financial and other records, pertinent corporate documents and properties of LCCI and its subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause LCCI’s and its subsidiaries’ officers, directors and employees to supply all information and respond to all inquiries reasonably requested by any such Person in connection with such registration statement;

          (ix) use its best efforts to obtain a “cold comfort” letter from LCCI’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Seller 2 or the underwriter reasonably request; and

          (x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC.

          4.4 Duties of Seller 2 in Connection with Registration.

          (a) It shall be a condition precedent to the obligation of LCCI to take any action pursuant to this Agreement in respect of the securities which are to be registered at the request of Seller 2 that Seller 2 shall furnish to LCCI such information regarding the securities held by Seller 2 and any intended method of disposition thereof as LCCI shall reasonably request and as shall be required in connection with the action taken by LCCI.

          (b) Seller 2 agrees that, upon receipt of any notice from LCCI of the happening of any event of the kind described in clause (vi) of Section 4.3 hereof, Seller 2 will forthwith discontinue disposition of shares pursuant to the registration statement covering such shares until Seller 2’s receipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) of Section 4.3 hereof, and, if so directed by LCCI, Seller 2 will deliver to LCCI (at LCCI’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in Seller 2’s possession, of the prospectus covering such shares current at the time of receipt of such notice. In the event LCCI shall give any such notice, the period mentioned in clause (ii) of Section 4.3 hereof shall be extended by the

7

greater of (i) three months or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to clause (vi) Section 4.3 hereof to and including the date when Seller 2 shall have received the copies of the supplemented or amended prospectus contemplated by clause (vi) of Section 4.3 hereof.

          4.5 Expenses. LCCI shall, whether or not any registration statement pursuant to this Agreement shall become effective under the Securities Act, pay all expenses incident to its performance of or compliance with this Agreement, including without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for LCCI and all independent public accountants (including the expenses of any audit or “cold comfort” letter) and other Persons retained by LCCI, the reasonable fees and disbursements of one counsel retained by the RF Investors Shareholders and one counsel retained by the Detron Investors and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding underwriting commissions and discounts). In all cases, any allocation of LCCI personnel or other general overhead expenses of LCCI or other expenses for the preparation of financial statements or other data normally prepared by LCCI in the ordinary course of its business shall be borne by LCCI.

          4.6 Indemnification and Contribution.

          (a) By LCCI. In the case of each registration effected by LCCI, LCCI will indemnify and hold harmless Seller 2, its officers and directors, if any, each underwriter of the shares of Common Stock registered and each Person who controls Seller 2 and any such underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities to which they or any of them may become subject under the Securities Act or any other statute or law, including any amount paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the consent of LCCI, and to reimburse them for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions (subject to Section 4.6(c) below), insofar as any such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any post-effective amendment thereof, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used before the effective date of such registration statement, or contained in the prospectus (as amended or supplemented if LCCI files any amendment thereof or supplement thereto with the SEC), if used within the period during which LCCI is required to keep the registration statement to which such prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnification provisions contained in this Section 4.6(a) shall not (A) apply to such losses, claims, damages, liabilities or actions arising out of, based upon, any such untrue statement or alleged untrue statement, or any such omission made in reliance upon and in conformity with information furnished in writing to LCCI by Seller 2 (or such underwriter) for use in connection with the preparation of the registration statement or any preliminary prospectus or prospectus amendment thereof or supplement thereto, or (B) inure to the benefit of any underwriter from whom the Person asserting any such losses, claims, damages, expenses, or liabilities purchased the shares of Common Stock which are the subject thereof or to the benefit of any Person controlling such underwriter, if such underwriter failed to send or give a copy of the prospectus

8

or any amendment thereof or supplement thereto to such Person at or before the written confirmation of the sale of such shares of Common Stock to such Person.

          (b) By Seller 2. In the case of each registration effected by LCCI, Seller 2 shall agree, in the same manner and to the same extent as set forth in Section 4.6 (a), to indemnify and hold harmless LCCI, each Person, if any, who controls LCCI within the meaning of Section 15 of the Securities Act, and their directors and officers, with respect to any statement in or omission from such registration statement or any post effective amendment thereof or any preliminary prospectus or prospectus (as amended or supplemented if amended or supplemented as aforesaid) contained in such registration statement, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to LCCI by Seller 2 for use in connection with the registration statement or any post-effective amendment thereof or any preliminary prospectus or prospectus contained in such registration statement or any such amendment thereof or supplement thereto.

          (c) General. Each party entitled to indemnity under this Section 4.6 (the “indemnified party”) will, promptly after the receipt of notice of a claim, a threat of litigation or the commencement of any action against such indemnified party in respect of which indemnity may be sought from any other party (the “indemnifying party”) on account of an indemnity agreement contained in this Section 4.6, notify the indemnifying party in writing of the commencement thereof. The failure of any indemnified party so to notify an indemnifying party of such action shall relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party on account of the indemnity agreement contained in this Section 4.6, unless such indemnified party can establish that the indemnifying party has not been materially prejudiced in its ability to defend against or settle such action by such failure. In addition, any failure to give such notice shall not relieve the indemnifying party from any other liability that it may have to such indemnified party. Notice given within ten days of commencement of the action shall be conclusively presumed not to adversely affect the indemnifying party’s ability to defend or settle the action. In case any such action is brought against any indemnified party and such indemnified party notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof and acknowledgment in writing by the indemnifying party that the claim in question is one for which the indemnifying party is obligated to indemnify the indemnified party, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation made at the request of the indemnifying party; provided, however, that if such indemnified party has a reasonable basis to believe, and does believe, that its interests in such action conflict with those of the indemnifying party, the indemnified party may so notify such indemnifying party and the indemnifying party will remain liable to such indemnified party for all fees, costs and expenses incurred by such indemnified party in retaining one separate counsel to participate in the defense of such action.

     (d) Contribution. To provide for contribution in circumstances in which the indemnification provided for in this Section 4.6 is for any reason held to be unavailable from Seller 2 or LCCI, Seller 2 and LCCI shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provisions (including any investigation, legal and other expenses incurred in connection with, and any

9

amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting any contribution received by Seller 2 or LCCI, including from Persons who control LCCI within the meaning of Section 15 of the Securities Act, officers of LCCI who signed the registration statement and directors of LCCI, who may also be liable for contribution) to which Seller 2 and LCCI may be subject, in such proportions as are appropriate to reflect the relative fault of Seller 2 and LCCI in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of Seller 2 and LCCI shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 4.6(d). Notwithstanding the foregoing provisions of this Section 4.6(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4.6(d), each Person, if any, who controls an LCC Shareholder or LCCI within the meaning of Section 15 of the Securities Act, each officer of LCCI who shall have signed the registration statement and each director of an LCC Shareholder or LCCI shall have the same rights to contribution as Seller 2 or LCCI subject in each case to the provisions of the preceding sentence. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect to which a claim for contribution may be made against another party or parties under this Section 4.6(d), notify such party from whom contribution may be sought, and such notice shall be a condition precedent to the other party’s liability under this Section 4.6(d) or otherwise.

          4.7 Holdback Agreements. If any registration pursuant to this Agreement shall be in connection with an underwritten offering, Seller 2 agrees, if so requested in writing by LCCI, not to effect any sale or distribution, including any private placement or any sale pursuant to Rule 144, or any successor provision, promulgated under the Securities Act, of any equity security of LCCI or of any security convertible into or exchangeable or exercisable for any equity security of LCCI (in each case, other than as part of such underwritten offering) during the seven days prior to, and during the 90 day period which begins on, the effective date of such registration statement (except as part of such registration).

          4.8 Transfer of Registration Rights. Seller 2 may transfer or assign its rights hereunder, in whole or in part, but only to a purchaser or other transferee of its Registrable Securities. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, and by taking and holding such Registrable Securities such Person shall be entitled to receive the benefits hereof and shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof. If Seller 2 shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement.

          4.9 Other Registration Rights. LCCI will not grant to any Persons the right to request LCCI to register any equity securities of LCCI, or any securities convertible or exchangeable into or exercisable for such securities, which are more favorable to such Persons than the rights granted to Seller 2 hereunder without the prior written consent of Seller 2, unless LCCI agrees to amend this Agreement to grant such more favorable rights to Seller 2, in lieu of the rights granted hereunder. For the avoidance of doubt, the parties acknowledge that

10

the foregoing provisions do not apply to the rights granted by LCCI to the RF Investors Shareholders under that certain Registration Rights Agreement dated July 25, 1996 among LCC International, Inc., RF Investors, LLC and MCI Telecommunications Corporation.

     5. Miscellaneous.

     5.1 Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement in any court described in Section 5.11.

     5.2 Assignment; Successors and Assigns. No assignment or transfer by any party of such party’s rights and obligations under this Agreement will be made except with the prior written consent of the other party to this Agreement. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the respective successors and permitted assigns of the parties hereto.

     5.3 Expenses. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby.

     5.4 Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be delivered by hand or sent by facsimile, by courier or registered mail, return receipt requested, postage prepaid. Such notices and other communications shall be addressed:

If to LCCI, at

7925 Jones Branch Drive

McLean, VA 22102

United States of America

FAX: 1 (703) 873-2900

Attention: General Counsel

or at such other address or addresses as may have been furnished in writing by LCCI to Seller 2, with a copy to (which shall not constitute notice)

Hogan & Hartson LLP

555 Thirteenth Street, NW

Washington, DC 20004

Fax: 1 (202) 637-5910

Attention: Lorraine Sostowski, Esq.

If to Seller 2, at

Kievitstraat 13

1850 Grimbergen

Belgium

Fax: +32 706 5436

Attention: Hilbert Van Muylem

or at such other address or addresses as may have been furnished in writing by Seller 2 to LCCI. Such notices or other communications shall be effective when received, and in any event no later than:

11

(i) when sent by facsimile 2 (two) business hours after receipt. Receipt shall be deemed to have occurred when transmission of such facsimile communication has been completed and a positive transmission report has been produced by the transmitting machine. For the purposes of this provision, “business hour” shall mean any time between 09.00 and 18.00 hours on a business day in the country of the addressee;

(ii) when sent by courier service 3 (three) days after dispatch; and

(iii) when sent by registered mail 3 (three) days after dispatch.

     5.5 Brokers. LCCI is not subject to an existing agreement with any finder and no fees will be paid by LCCI to any such finder in regard to the transactions contemplated by this Agreement. Seller 2 is not subject to an existing agreement with any finder and no fees will be paid by Seller 2 to any such finder in regard to the transactions contemplated by this Agreement. Each party will indemnify and save the other party harmless from and against any and all claims, liabilities or obligations with respect to brokerage or finders’ fees or commissions, or consulting fees in connection with the transactions contemplated by this Agreement asserted by any Person on the basis of any statement or representation alleged to have been made by such indemnifying party.

     5.6 Entire Agreement. This Agreement and the Share Purchase Agreement embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

     5.7 Amendments and Waivers. Any term of this Agreement may be amended only with the written consent of LCCI and Seller 2. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only in a writing signed by the party claimed to have waived. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

     5.8 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.

     5.9 Headings. The headings of the sections, subsections, and paragraphs of this Agreement have been added for convenience only and shall not be deemed to be a part of this Agreement.

     5.10 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

     5.11 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the choice of law or conflicts of law provisions thereof. Each of the parties hereto (i) submits to the jurisdiction of any state or federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court, and (ii) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court.

12

Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.3; the foregoing, however, shall not affect the right of any party to serve legal process in any other manner permitted by law.

     5.12 Further Assurances. LCCI, on the one hand, and Seller 2, on the other hand, agree to cooperate with each other, and at the request of the other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

     5.13 Survival. The representations and warranties each party contained herein shall survive until the expiration of the applicable statute of limitations applicable thereto.

{Signature pages follow}

13

          IN WITNESS WHEREOF, the undersigned have executed this Investment and Registration Rights Agreement (in counterpart signature and by facsimile signature) as of the date set forth in the first paragraph hereof.

LCC INTERNATIONAL, INC.
By:	/s/ Peter Deliso
Name: Peter Deliso
Title: Senior Vice President
EXICICOM BVBA
By:	/s/ Hilbert Van Muylem
Name: Hilbert Van Muylem
Title: General Manager

EX-10.40

EXHIBIT 10.40

PURCHASE AGREEMENT

          THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19^th day of April, 2007 by and among LCC International, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Recitals

          A. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended; and

          B. The Investors wish to purchase from the Company on a several and not joint basis, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, the number of shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.01 per share, determined in accordance with the terms of this Agreement at a per share purchase price equal to $3.35 (the “Per Share Purchase Price”); and

          C. Contemporaneous with the sale of the Common Stock, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and applicable state securities laws with respect to the Securities.

          In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below:

          “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person.

          “Board” means the board of directors of the Company.

          “Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

          “Company’s Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry.

          “Company Plan” means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other employee benefit plans, programs or policies, whether or not subject to ERISA, under which any current or former director, officer, independent contractor or employee of the Company or its Subsidiaries has any present or future right to benefits and under which the Company or its Subsidiaries is obligated to contribute for such current or former directors, officers, independent contracts or employees.

          “Confidential Information” means any non-public information, including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, business methods, financial information and customer and supplier lists and related information.

          “Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “Effective Date” means the date on which the initial Registration Statement is declared effective by the SEC.

          “Intellectual Property” means all of the following: (i) patents, patent applications, patent disclosures, inventions, formulae, compositions, procedures, techniques, processes, designs, technology and know-how, (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation).

          “Material Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), or business of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents.

          “Material Contract” means (A) any agreement which requires future expenditures by the Company or any Subsidiary in excess of $1,000,000 or which might result in payments to the Company or any Subsidiary in excess of $1,000,000, (B) any purchase or task order which

-2-

might result in payments to the Company or any Subsidiary in excess of $1,000,000, (C) any employment agreements between the Company or its Subsidiaries and members of executive management, and (D) any agreement that is or would be required to be filed by the Company as an exhibit to the SEC Reports pursuant to Item 601(b)(10) of Regulation S-K of the Commission.

          “Nasdaq” means The Nasdaq Stock Market, Inc.

          “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

          “Purchase Price” means the aggregate purchase price for the Shares to be acquired by the Investors in accordance with the terms hereof.

          “Registration Statement” has the meaning set forth in the Registration Rights Agreement.

          “SEC Filings” has the meaning set forth in Section 4.6.

          “Securities” means the Shares.

          “Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body, 50% or more of the equity interests of which or general or managing partnership interest or similar position of which is owned directly or indirectly by such first Person in such Person, except that with respect to the Company, Subsidiary shall not include any Person which is not a significant subsidiary of the Company as defined in Rule 1-02 of Regulation S-X under the Exchange Act.

          “Trading Day” means (a) any day on which the Common Stock is listed or quoted and traded on the Nasdaq Global Market or any other principal stock exchange or market; or (b) if the Common Stock is not listed or quoted and traded on the Nasdaq Global Market or any other principal stock exchange or market, then any Business Day.

          “Transaction Documents” means this Agreement and the Registration Rights Agreement.

          “1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

          “1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

-3-

     2. Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares free and clear of all liens, encumbrances and restrictions in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the portion of the Purchase Price set forth opposite the Investors’ names on the signature pages attached hereto, as specified in Section 3 below.

     3. Closing; Payment of Purchase Price. The closing (the “Closing”) of the purchase and sale of the Shares shall take place on April 19, 2007 (the “Closing Date”) at such time as the Company and the Investors shall mutually agree. Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived, on the Closing Date or within three (3) Trading Days thereof, each Investor shall cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing such Investor’s pro rata portion of the Purchase Price as set forth on the signature pages to this Agreement. The Closing of the purchase and sale of the Shares shall take place at the offices of Hogan & Hartson L.L.P., 555 13^th St. N.W., Washington, D.C. 20004, or at such other location and on such other date as the Company and the Investors shall mutually agree, and in the event that not all Investors fund on the same day, the Company may sell to the Investors that have funded such Investors’ respective Shares, so the Closing may occur over the three (3) Trading Day period as funds are received.

     4. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors that, except as set forth in the schedules delivered herewith to the extent referenced herein (collectively, the “Disclosure Schedules”):

          4.1 Organization, Good Standing and Qualification; Subsidiaries.

               (a) Except as set forth on Schedule 4.1(a), each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate power and authority to carry on its business as now conducted and to own its properties. The Company and its Subsidiaries are duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The non-significant subsidiaries of the Company do not constitute in the aggregate a material portion of the Company’s assets, liabilities or business.

               (b) Except as set forth on Schedule 4.1(b), Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 accurately sets forth each significant subsidiary (as defined in Rule 1-02 of Regulation S-X under the Exchange Act) of the Company, including its name, place of incorporation or formation, and if not wholly-owned directly or indirectly by the Company, the record ownership of all capital

-4-

stock or other equity interests issued thereby. Except as set forth on Schedule 4.1(b), all shares of capital stock or other equity interests of any Subsidiary directly or indirectly owned by the Company have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties and are directly or indirectly owned by the Company free and clear of any liens, encumbrance and restrictions. There are no outstanding warrants, options, convertible securities or other rights (including preemptive rights and rights of first refusal), agreements or arrangements of any character under which a Subsidiary is or may be obligated to issue any equity securities of any kind. All of the Subsidiaries of the Company are consolidated for accounting purposes. Except for the Subsidiaries and except as set forth on Schedule 4.1(b), the Company does not own any capital stock, membership interests, security or other interest in any other Person which would, if a subsidiary of the Company, constitute a significant subsidiary (as defined in Rule 1-02 of Regulation S-X under the Exchange Act), and which represents more than 5% of the issued and outstanding equity or ownership interests of such person, and neither the Company nor any of its Subsidiaries has any written or oral understanding or agreement to make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

     4.2 Authorization. The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the due authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder and under the other Transaction Documents, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities. Approval of the Company’s stockholders is not required under the rules of the Nasdaq for the authorization, execution, delivery or performance of the Transaction Documents (including the issuance of the Shares). This Agreement constitutes, and the other Transaction Documents will constitute when executed and delivered, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

     4.3 Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans (copies of which have been filed in SEC Filings); and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as set forth on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights (including preemptive rights and rights of first refusal), agreements or arrangements of any character under which the Company is or may

-5-

be obligated to issue any equity securities of any kind, and except as contemplated by this Agreement or in connection with incentive compensation arrangements entered into by the Company in the ordinary course of its business, the Company is not currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, voting trust, proxy, stockholder rights, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as set forth on Schedule 4.3 and except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person.

     The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.

     The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company or its Subsidiaries upon the occurrence of certain events.

     4.4 Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

     4.5 Consents. Except as set forth on Schedule 4.5, the execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, official or stockholders of the Company other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties of each Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Securities, and (ii) the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, Section 203 of the General Corporation Law of the State of Delaware, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Certificate of Incorporation or Bylaws that is or would reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the

-6-

Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents.

     4.6 Delivery of SEC Filings; Business. The Company has made available to the Investors through the EDGAR system, true and complete copies of all reports, registration statements and prospectuses filed by the Company under the 1933 Act and the 1934 Act since January 1, 2006 (collectively, the “SEC Filings”). Except as set forth on Schedule 4.6, the SEC Filings are the only filings required of the Company pursuant to the 1933 Act and 1934 Act for such period. The Company is engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company.

     4.7 Use of Proceeds. The net proceeds of the sale of the Shares hereunder shall be used by the Company for the purposes set forth on Schedule 4.7.

     4.8 No Material Adverse Change. Since December 31, 2006, except as identified and described in the SEC Filings filed prior to April 16, 2007 or as set forth on Schedule 4.8, there has not been:

          (i) any change in the consolidated assets, liabilities, financial condition or operating results of the Company or its Subsidiaries from that reflected in the unaudited balance sheet and income statement for the year ended December 31, 2006 included as an exhibit to the Company’s Current Report on Form 8-K filed on March 12, 2007 (the “Unaudited 2006 Financial Statements”), except for changes in the ordinary course of business which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate;

          (ii) any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company or its non-wholly-owned Subsidiaries, or any redemption or repurchase of any securities of the Company or its non-wholly-owned Subsidiaries;

          (iii) any damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its Subsidiaries, in each case in excess of $150,000 individually or $500,000 in the aggregate;

          (iv) any waiver, not in the ordinary course of business, by the Company or its Subsidiaries of a material right or of a material debt owed to it;

          (v) any satisfaction or discharge of any lien, claim or encumbrance by the Company or its Subsidiaries, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company or its Subsidiaries (as such business is presently conducted);

-7-

          (vi) (A) any change or amendment to the Company’s Certificate of Incorporation or Bylaws, or (B) any material change to any Material Contract, other than, in the case of clause (B) above, any such change made in the ordinary course of business;

          (vii) any material labor difficulties with respect to employees of the Company or its Subsidiaries;

          (viii) any material transaction entered into by the Company or its Subsidiaries other than in the ordinary course of business;

          (ix) the loss of the services, termination or change of status of any key employee, or material change in the composition or duties of the senior management of the Company;

          (x) the loss of any customer which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or

          (xi) any other event or condition of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     4.9 SEC Filings.

          (a) Except as set forth on Schedule 4.9(a), at the time of filing thereof, all reports, registration statements and prospectuses filed by the Company under the 1933 Act and the 1934 Act from and after March 23, 2005 complied as to form in all material respects with the requirements of the 1933 Act and 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

          (b) The Unaudited 2006 Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis (“GAAP”). The Unaudited 2006 Financial Statements present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of such date and their results of operations and cash flows for the 12-month period then ended. The Unaudited 2006 Financial Statements were prepared after completion of a substantial portion of the Company’s auditors’ review of the Company’s financial statements for the fiscal year ended December 31, 2006, and except as set forth on Schedule 4.9(b), the information contained in the audited financial statements for the fiscal year ended December 31, 2006 when filed is not expected to differ materially from similar information contained in the Unaudited 2006 Financial Statements.

     4.10 No Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a material breach or material violation of any of the terms and provisions of, or constitute a material default under (i) the Company’s Certificate of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete

-8-

copies of which have been made available to the Investors through the EDGAR system), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or its Subsidiaries or any of their assets or properties, (b) any agreement or instrument to which the Company or its Subsidiaries is a party or by which it is bound or to which any of its assets or properties is subject, or (iii) any Material Contract, except, in the case of clause (ii) above, for any conflict, breach, violation or default that has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     4.11 Tax Matters. The Company has prepared and filed all tax returns required to have been filed by the Company or its Subsidiaries with all appropriate governmental agencies and paid all taxes (including withholding) shown thereon or otherwise owed by it, except those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance GAAP or where the failure to make such payment or filing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no proposed tax assessment against the Company that would, if made, have, individually or in the aggregate, a Material Adverse Effect. The Company is not a party to any tax sharing or indemnity agreement.

     4.12 Title to Properties. The Company and its Subsidiaries have good and marketable title to all real properties necessary or used in the ordinary conduct of their business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the Company and its Subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made thereof by them. Except as set forth on Schedule 4.12, the property of the Company and its Subsidiaries are not subject to any liens or encumbrances.

     4.13 Certificates, Authorities and Permits. The Company and each of its Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, except where the failure to so possess has not had or would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, and the Company and its Subsidiaries have not received any written notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or its Subsidiaries, would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

     4.14 Labor Matters.

          (a) With respect to the Company’s and its Subsidiaries’ employees and business operations in the United States:

               (i) The Company and its Subsidiaries are not a party to or bound by any collective bargaining agreements or other agreements with labor organizations. The Company and its Subsidiaries have not violated in any material respect any laws,

-9-

regulations, orders or contract terms, affecting the collective bargaining rights of employees or labor organizations.

               (ii) (A) There are no labor disputes existing, or to the Company’s Knowledge, threatened, involving strikes, slow-downs, work stoppages, job actions, disputes, lockouts or any other disruptions of or by the Company’s or its Subsidiaries’ employees, (B) there are no unfair labor practices or petitions for election pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board or any other federal, state or local labor commission relating to the Company’s or its Subsidiaries’ employees, (C) no demand for recognition or certification heretofore made by any labor organization or group of employees is pending with respect to the Company or its Subsidiaries and (D) to the Company’s Knowledge, the Company and its Subsidiaries enjoy good labor and employee relations with its employees.

               (iii) The Company and its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment (including laws relating to classification of employees and independent contractors) and employment practices, terms and conditions of employment, employment discrimination, equal employment opportunity, employees’ health, safety, and welfare, wages and hours, and immigration and naturalization. There are no claims pending against the Company or its Subsidiaries before the Equal Employment Opportunity Commission or any other administrative body or in any court asserting any violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination Act of 1967, the Americans with Disabilities Act, 42 U.S.C. § 1981 or any other federal, state or local Law, statute or ordinance barring discrimination in employment.

               (iv) To the Company’s Knowledge, each of the Company’s and its Subsidiaries’ employees is a Person who is either a United States citizen, a permanent resident, or otherwise entitled to work in the United States. To the Company’s Knowledge, neither the Company nor its Subsidiaries has no liability for the improper classification by it of such employees as independent contractors or leased employees prior to the Closing.

          (b) With respect to the employees and business operations of the foreign Subsidiaries of the Company, except set forth on Schedule 4.14(b):

               (i) The Company and its Subsidiaries have not violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining rights of employees or labor organizations.

               (ii) (A) There are no labor disputes existing, or to the Company’s Knowledge, threatened, involving strikes, slow-downs, work stoppages, job actions, disputes, lockouts or any other disruptions of or by the Company’s or its Subsidiaries’ employees, and (B) to the Company’s Knowledge, the Company and its Subsidiaries enjoy good labor and employee relations with its employees.

-10-

               (iii) The Company and its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices, terms and conditions of employment, employment discrimination, equal opportunity employment, employees’ health, safety, and welfare, wages and hours, and eligibility to work. There are no claims pending against the Company or its Subsidiaries alleging non-compliance with such laws.

          (c) Except as disclosed in the SEC Filings or as set forth on Schedule 4.14, with respect to officers of the Company, as defined in Rule 16a-1(f) under the 1934 Act, the Company and its Subsidiaries are not a party to, or bound by, any employment or other contract or agreement that contains any severance or termination pay liability or obligation, including, without limitation, any “excess parachute payment,” as defined in Section 2806(b) of the Internal Revenue Code.

          (d) With respect to each Company Plan, no liability has been incurred and there exists no condition or circumstances in connection with which the Company or its Subsidiaries would reasonably be expected to be subject to any liability that is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, in each case under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Internal Revenue Code of 1986, as amended, or any other applicable law, rule or regulation. The Company and its Subsidiaries do not have any defined benefit plans.

     4.15 Intellectual Property. The Company and its Subsidiaries own, or possess the legal right to use all Intellectual Property reasonably necessary for the operation of their respective businesses. All of the Intellectual Property owned by the Company or its Subsidiaries that is reasonably necessary for the operation of their respective businesses is valid, enforceable and has not been abandoned. Except for such claims and infringements that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no claim has been asserted and is pending by any person challenging or questioning the use of any Intellectual Property by the Company or its Subsidiaries or the validity or effectiveness of any Intellectual Property rights; and to the Knowledge of the Company, the use of any Intellectual Property by the Company or its Subsidiaries or the granting of a right or a license in respect of any Intellectual Property from the Company or any Subsidiary does not infringe on the rights of any Person.

     4.16 Environmental Matters. Each of Company and its Subsidiaries (i) is not in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), (ii) to the Company’s Knowledge, does not own or operate any real property contaminated with any substance that is subject to any Environmental Laws, (iii) is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, or (iv) is not subject to any claim relating to any Environmental Laws, in each case which violation, contamination, liability or claim has had or would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

-11-

     4.17 Litigation. There are no pending actions, suits or proceedings against or affecting the Company, its Subsidiaries or any of their properties that have had or would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and to the Company’s Knowledge, no such actions, suits or proceedings are threatened or contemplated.

     4.18 Financial Statements. Except as set forth on Schedule 4.18, the financial statements included in each SEC Filing (the “Financial Statements”) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such Financial Statements have been prepared in conformity with GAAP (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth on Schedule 4.18 or in the Unaudited 2006 Financial Statements, neither the Company nor its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     4.19 Insurance Coverage. The Company maintains in full force and effect insurance coverage, including directors’ and officers’ liability insurance, that is customary carried by companies engaged in similar businesses and owning similar properties in localities where the Company or its Subsidiaries operates, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

     4.20 Nasdaq Continued Listing Requirements. Except as set forth on Schedule 4.20, (a) the Company is in compliance with applicable Nasdaq continued listing requirements; (b) there are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and (c) the Company has not received any notice of, nor to the Company’s Knowledge is there any basis for, the delisting of the Common Stock from Nasdaq.

     4.21 No Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

     4.22 No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that (a) would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby; (b) would require registration of the Securities under the

-12-

1933 Act or (c) would be integrated with the offer or sale of the Securities for purposes of Nasdaq rules and regulations.

     4.23 Private Placement. The offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

     4.24 Questionable Payments. Neither the Company, its Subsidiaries nor, to the Company’s Knowledge, any of its respective current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company or its Subsidiaries, has on behalf of the Company, its Subsidiaries or in connection with their business: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of the Company or its Subsidiaries; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature. Neither the Company, any Subsidiary nor, to the Company’ Knowledge, any employee of the Company or any Subsidiary has violated the United States Foreign Corrupt Practices Act, as amended, in any material respect.

     4.25 Transactions with Affiliates. Except as disclosed in the SEC Filings filed prior to April 16, 2007 or as set forth on Schedule 4.25, none of the officers or directors of the Company (or, to the Company’s Knowledge, 5% or more beneficial owner of the Company’s equity securities that is not eligible to file a Form 13G under the 1934 Act to report such ownership) is presently a party to any transaction with the Company (other than as holders of stock options and/or warrants, and for services as officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director or, to the Company’s Knowledge, any entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner or 5% or more beneficial owner of the Company’s equity securities that is not eligible to file a Form 13G under the 1934 Act to report such ownership.

     4.26 Internal Controls. Except as set forth on Schedule 4.26: (a) the Company and its Subsidiaries are in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 (including the rules and regulations promulgated thereunder) currently applicable to the Company and/or its Subsidiaries; (b) the Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (c) the Company and its Subsidiaries have established disclosure controls and procedures (as defined in 1934 Act Rules 13a-15 and 15d-15) for the Company and

-13-

its Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to the Company and its Subsidiaries is made known to the certifying officers by others within the Company, particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared; (d) the Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”); (e) the Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date; (f) since the Evaluation Date, there have been no significant changes in the Company’s or its Subsidiaries’ internal controls (as such term is defined in Item 308 of Regulation S-K) or, to the Company’s Knowledge, in other factors that could significantly affect the Company’s internal controls; and (g) the Company and its Subsidiaries maintain and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.

     4.27 Disclosures.

          (a) Neither the Company nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information that constitutes material, non-public information, other than the following information, which could include material, non-public information: (1) the existence of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, (2) information contained in the draft Form 10-K for 2006, regarding potential acquisitions or as otherwise specifically referred to in the disclosure schedules as being made available to Investors, and (3) financial models and other information requested by certain Investors, which has been provided only to those Investors requesting such information.

          (b) No representation or warranty of the Company contained in this Section 4, as qualified by the Disclosure Schedules, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made.

     4.28 Material Contracts. Except as set forth on Schedule 4.28, (a) assuming the due execution and delivery by the other parties thereto, each of the Material Contracts is legal, valid and binding, and in full force and effect, and enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and relief of debtors and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies; (b) there is no material breach, violation or default by the Company or any of the Subsidiaries (or, to the Company’s knowledge, any other party) under any such Material Contract, and no event (including, without limitation, the transactions contemplated by the Transaction Documents) has occurred which, with notice or lapse of time or both, would (1) constitute a material breach, violation or default by the Company or any Subsidiary (or, to the Company’s knowledge, any other party) under any such Material Contract, or (2) give rise to any lien or encumbrance or right of termination, modification, cancellation, prepayment, suspension,

-14-

limitation, revocation or acceleration against the Company or any Subsidiary under any such Material Contract; and (c) neither the Company nor any Subsidiary is and, to the Company’s knowledge, no other party to any such Material Contract is in arrears in respect of the performance or satisfaction of any material terms or conditions on its part to be performed or satisfied under any of such Material Contract, and neither the Company nor any Subsidiary has and, to the Company’s knowledge, no other party thereto has granted or been granted any material waiver or indulgence under any of such Material Contract or repudiated any provision thereof.

          4.29 Compliance. Except as set forth on Schedule 4.29, neither the Company nor any Subsidiary (a) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived); (b) is in violation of any order of any court, arbitrator or governmental body; or (c) is or has been in violation of any statute, rule or regulation of any court or arbitrator or federal, state, local or foreign governmental or regulatory authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters; except in the case of (a), (b) and (c) as could not, individually or in the aggregate, have, or could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

          4.30 Auditors. KPMG LLP (“KPMG”), who have audited the Financial Statements of the Company and its Subsidiaries, are independent registered public accountants as required by the 1933 Act and by the rules of the Public Company Accounting Oversight Board. Since January 1, 2006, there have been no disagreements between the Company and KMPG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in their report on the Financial Statements for such year.

          4.31 Brokers and Finders. Except as set forth on Schedule 4.31, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.

     5. Representations and Warranties of the Investors. Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

          5.1 Organization and Existence. Such Investor (if an entity) is a validly existing corporation, limited partnership or limited liability company and has all requisite

-15-

corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

     5.2 Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized, and this Agreement constitutes, and the other Transaction Documents will constitute when executed and delivered, the valid and legally binding obligations of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

     5.3 Purchase Entirely for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

     5.4 Investment Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

     5.5 Disclosure of Information. Such Investor has had an opportunity to receive all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.

     5.6 Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

     5.7 Legends. It is understood that, except as provided below, certificates evidencing the Securities may bear the following or any similar legend:

-16-

          (a) “The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws.”

          (b) If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

     5.8 Accredited Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.

     5.9 No General Solicitation. Such Investor did not learn of the investment in the Securities as a result of any public advertising or general solicitation.

     5.10 Investor’s Brokers and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

     5.11 Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”, but excluding any broker-dealer affiliated with an Investor other than with respect to transactions effected on behalf of such Investor) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, borrowed or pre-borrowed any shares of Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earlier to occur of (i) the termination of this Agreement, or (ii) the Effective Date, such Investor shall not, and shall cause its Trading Affiliates not to, (A) engage, directly or indirectly, in a Prohibited Transaction, or (B) effect any sale, assignment, pledge, hypothecation, put, call, transfer or other disposition of any Securities.

     5.12 Ownership. Such Investor, together with its Affiliates and any other party acting in concert therewith, will not, following its investment in the Securities, beneficially own more than 19.9% of the currently outstanding shares of Common Stock of the Company.

-17-

          5.13 Independence. Each Investor acknowledges and agrees that it has acted independently from all other Investors (other than those under common ownership and control) and that each such Investor has conducted its own due diligence and reviewed (or had the opportunity to review) the Transaction Documents with its own independent counsel. Each Investor has independently determined the merits and risks associated with an investment on the basis set forth in the Transaction Documents and without any agreements, understandings or arrangements other than those expressly set forth in the Transaction Documents.

     6. Conditions to Closing.

          6.1 Conditions to the Investors’ Obligations. The obligation of each Investor to purchase the Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

               (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date with the same force and effect as if they had been made on and as of said date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all respects as of the date hereof and true and correct in all material respects at all times prior to and on the Closing Date with the same force and effect as if they had been made on and as of said date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

               (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers (including, without limitation, approval in accordance with applicable law and the applicable requirements of any stock exchange or market on which the Common Stock is traded or quoted) necessary for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect; provided, however, that it shall not be a condition to each Investor’s obligation to purchase the Shares at the Closing that the Company obtain the waiver of any “piggyback” registration rights held by the Company’s securityholders under written agreements entered into by the Company prior to the date hereof.

               (c) The Company shall have executed and delivered the Registration Rights Agreement.

               (d) The Company shall have taken all action necessary to effect the listing of the Shares on the Nasdaq Global Market upon official notice of issuance.

-18-

               (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

               (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) (which subsection (e) shall be qualified to the Company’s Knowledge) and (i) of this Section 6.1.

               (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.

               (h) The Investors shall have received an opinion from Hogan & Hartson L.L.P., the Company’s outside counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as set forth on Exhibit B attached hereto.

               (i) No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

          6.2 Conditions to Obligations of the Company. The Company’s obligation to sell and issue the Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

               (a) The representations and warranties made by the Investors in Section 5 hereof, other than the representations and warranties contained in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.12 (the “Investment Representations”), shall be true and correct in all material respects when made, and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made on and as of said date. The Investment Representations shall be true and correct in all respects when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investors shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.

-19-

          (b) The Investors shall have executed and delivered the Registration Rights Agreement.

          (c) The Investors shall have delivered the Purchase Price to the Company in the manner contemplated by Section 3.

          (d) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers (including, without limitation, approval in accordance with applicable law and the applicable requirements of any stock exchange or market on which the Common Stock is traded or quoted) necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect; provided, however, that it shall not be a condition to the Company’s obligation to sell and issue the Shares that the Company obtain the waiver of any “piggyback” registration rights held by the Company’s securityholders under written agreements entered into by the Company prior to the date hereof.

          (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

     6.3 Termination of Obligations to Effect Closing; Effects.

          (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing may be terminated as follows:

               (i) Upon the mutual written consent of the Company and the Investors;

               (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company;

               (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or

               (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to the date that is three Trading Days after the date hereof; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

-20-

               (b) In the event of termination by any Investor of its obligations to effect the Closing pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof shall forthwith be given to the other Investors, and each other Investor shall have the right (but not the obligation) to purchase at a price per Share equal to the Per Share Purchase Price a pro rata portion of the Terminating Investor’s allocated portion of the total number of Shares to be acquired by all Investors under this Agreement (or such greater portion of the Terminated Investor’s allocated portion of the Shares as otherwise agreed to among each of the other Investors electing to purchase a portion of the Terminated Investor’s allocated portion of the Shares). Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

     7. Covenants and Agreements of the Company and the Investors.

          7.1 Authorized Common Stock. The Company has a sufficient number of authorized and unissued shares of Common Stock (after taking into account shares reserved for issuance under stock plans and for other purposes) to permit the issuance of the Shares hereunder.

          7.2 No Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Documents.

          7.3 Compliance with Laws. The Company will comply in all material respects with all applicable laws, rules, regulations, orders and decrees of all governmental authorities.

          7.4 Listing of Underlying Shares and Related Matters. The Company has taken all necessary action to cause the Shares to be listed on the Nasdaq Global Market no later than the Closing Date. Further, if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it shall include in such application the Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on Nasdaq and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange, as applicable.

          7.5 Termination of Covenants. The provisions of Sections 7.2 through 7.4 and 7.8 shall terminate and be of no further force and effect on the date on which the Company’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of any registration covering the Registrable Securities (as such term is defined in the Registration Rights Agreement) shall terminate.

-21-

          7.6 Removal of Legends. Upon the earlier of (i) the sale of any Shares under a registration statement, (ii) Rule 144(k) becoming available with respect to the Shares, (iii) any sale pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company) or (iv) such time as a legend is no longer required under applicable requirements of the 1933 Act (including controlling judicial interpretations and pronouncements issued by the SEC), the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Investor that all conditions permitting the removal of the legends have been met, including that Rule 144(k) applies to the shares of Common Stock represented thereby or that the shares have been sold pursuant to Rule 144 or (2) in connection with any sale of Common Stock by any Investor pursuant to the registration contemplated by the Registration Rights Agreement, a statement by such Investor that it has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Business Days of submission by that Purchaser of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, the Investor, or any third party on behalf of such Investor or for the Investor’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In.

          7.7 Subsequent Placements. From the date hereof until the Effective Date, the Company will not, directly or indirectly, effect any transaction or series of transactions in which the Company or any Subsidiary sells or otherwise disposes of (or announces any sale or other disposition of) $5 million or more of its or any Subsidiary’s equity or equity equivalent securities for cash. The restrictions contained in this Section 7.7 shall not apply to (a) securities issued pursuant to acquisitions, strategic transactions (as reasonably determined by the Board of Directors of the Company in which the Company receives benefits in addition to the investment of funds and where the Company is not issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities) or a bona fide public offering; or (b) the issuance of Common Stock or rights or options to purchase Common Stock to vendors or similar Persons, other than Affiliates of the Company, providing goods or services to the Company or in connection with any issuance of shares or grant of other equity awards to

-22-

employees, officers, directors or consultants of the Company pursuant to a stock plan or other employee benefit plan.

          7.8 Furnishing of Information. The Company will use all reasonable efforts to file its Form 10-K for the year ended December 31, 2006 no later than April 30, 2007 and will conduct discussions with Nasdaq so that no adverse consequences with respect to the Company’s Nasdaq listing status result from the failure to timely file the Form 10-K. The Company presently does not expect to be late in filing any other reports with the SEC and is not aware of any facts that would be reasonably expected to result in the Company’s failure to timely file such reports with the SEC.

          7.9 Delivery of Shares.

               (a) Within three (3) Trading Days after the Closing Date, certificates evidencing the Shares shall be delivered by the Company to the Investors. The Company shall, upon request of the Investor, use its reasonable best efforts to deliver the Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions.

               (b) Issuance and delivery of certificates for shares of Common Stock shall be made without charge to the Investor for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, other than any tax which may be payable in respect of any transfer involved in the registration of any certificates for Shares in a name other than that of the Investor or an Affiliate thereof.

     8. Survival and Indemnification.

          8.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement; provided, however, that any claim for Losses as a result of a breach of a representation or warranty (other than with respect Section 4.2 and 4.4) contained herein must be must be made, if at all, within twelve (12) months of the Closing; provided that any claims for Losses s a result of a breach of Section 4.2, Section 4.4 or any covenant or agreement may be made at any time after the Closing.

          8.2 Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees, attorneys and agents from and against, without duplication, (a) any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents (including in a Certificate).

-23-

          8.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person (the "Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to Section 8.2, such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them; or (iii) if the Company does not assume defense thereof with reasonably satisfactory counsel within a reasonable period of time. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Person, the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding and does not impose any injunction or similar restriction on such Indemnified Person.

     9. Miscellaneous.

          9.1 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate or to a third party acquiring some or all of its Securities in a private transaction without the prior written consent of the Company or the other Investors, after notice duly given by such Investor to the Company provided, that no such assignment or obligation shall affect the obligations of such Investor hereunder. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement (including in Section 9.6).

-24-

          9.2 Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.

          9.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

          9.4 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) seven days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to the Company:

LCC International, Inc.
7925 Jones Branch Drive.
Mclean, Virginia 22101
Attention: General Counsel
Telephone: (703) 873-2000

With a copy to:

Hogan & Hartson L.L.P.
555 13^th St. N.W.
Washington, D.C. 20004
Attention: Lorraine Sostowski, Esq.
Telephone: (202) 637-6681

If to any Investor:

to such Investor’s address(es) set forth on the signature pages hereto.

          9.5 Expenses. Except as set forth in this Agreement, the parties hereto shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced by any party to this Agreement against another party to this Agreement in

-25-

connection with this Agreement or the other Transaction Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share of the reasonable attorneys’ fees and other reasonable and documented out-of-pocket costs and expenses incurred by the prevailing party in such proceedings.

          9.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.

          9.7 Publicity. Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without the prior consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Investors, as the case may be, shall allow the Investors or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. On the trading day immediately following the date hereof, the Company shall issue a press release disclosing the execution and delivery of this Agreement. No later than the fourth Business Day following the date hereof, the Company will file a Current Report on Form 8-K disclosing such matters relating to the transactions contemplated hereby as are required to be disclosed by such date. On the trading day immediately following the Closing Date, the Company shall issue a press release disclosing the consummation of the transactions contemplated by this Agreement. In addition, the Company will make such other filings and notices in the manner and time required by the SEC or Nasdaq. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC (other than such Forms 8-K, the Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic filing requirements under the 1934 Act) or any regulatory agency or Nasdaq, without the prior written consent of such Investor, except to the extent such disclosure is required by law or trading market regulations.

          9.8 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

-26-

          9.9 Entire Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

          9.10 Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

          9.11 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof, provided, however, that corporate matters, including those relating to the issuance of the Shares, shall be governed by the Delaware General Corporation Law. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

          9.12 Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its

-27-

rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor.

[Signature pages follow]

-28-

               IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

The Company	LCC INTERNATIONAL, INC.
	By:	Louis Salamone Jr.
	Name: Louis Salamone Jr.
	Title: Executive Vice President & CFO

Signature Page to Purchase Agreement

Investor:	GPC LXII, LLC
	By: Riley Investment Management LLC, as attorney in fact
	By:	/s/ John Ahn
	Name: John Ahn
	Title: Principal

Aggregate Purchase Price:	249,997.10
Number of Shares:	74,626

Address for Notice:

Riley Investment Management LLC
11100 Santa Monica Blvd., Suite 810
Los Angeles, CA 90025
Fax: (310) 966-1096
Investor:	RILEY INVESTMENT PARTNERS MASTER FUND, L.P.
	By: Riley Investment Management LLC, its General Partner
	By:	/s/ John Ahn
	Name: John Ahn
	Title: Principal

Aggregate Purchase Price: 3,835,026.40

Signature Page to Purchase Agreement

Number of Shares: 1,144,784

Address for Notice:

c/o Riley Investment Management LLC
11100 Santa Monica Blvd., Suite 810
Los Angeles, CA 90025
Attention: Bryant Riley and General Counsel
Fax: (310) 966-1096

Investor:	PLEIADES INVESTMENT PARTNERS-R LP
	By:	/s/ Kenneth Berkow
	Name: Kenneth Berkow
	Title: CFO

Aggregate Purchase Price:	1,178,700.85
Number of Shares:	351,851

Address for Notice:

c/o Potomac Capital Management
825 Third Ave., 33rd Floor
New York, NY 10022
attn: Javier Montenegro

With a copy to:

Facsimile: (212) 521-5116

Investor:	POTOMAC CAPITAL PARTNERS LP
	By:	/s/ Kenneth Berkow
	Name: Kenneth Berkow
	Title: CFO

Aggregate Purchase Price:	1,672,082.15
Number of Shares:	499,129

Address for Notice:

Signature Page to Purchase Agreement

c/o Potomac Capital Management
825 Third Ave., 33rd Floor
New York, NY 10022
attn: Javier Montenegro

With a copy to:

Facsimile: (212) 521-5116

Investor:	POTOMAC CAPITAL INTERNATIONAL LTD.
		By:	/s/ Kenneth Berkow
		Name: Kenneth Berkow
		Title: CFO

Aggregate Purchase Price:	1,149,217.50
Number of Shares:	343,050

Address for Notice:

c/o Potomac Capital Management
825 Third Ave., 33rd Floor
New York, NY 10022
attn: Javier Montenegro

With a copy to:

Facsimile: (212) 521-5116

Investor:	LLOYD I. MILLER, III
		By:	/s/ Lloyd I. Miller III
		Name: Lloyd I. Miller, III

Aggregate Purchase Price:	1,333,333.50
Number of Shares:	398,010

Address for Notice:

Signature Page to Purchase Agreement

Lloyd I. Miller III
4550 Gordon Drive
Naples, FL 34102-7914
Tel: (239) 263-8860
Fax: (239) 262-8025
Email: lloydmil@earthlink.com

With a copy to:

Robyn Tupper
Tel: (239) 263-8860
Fax: (239) 262-8025
Email: lloydin@earthlink.net

Investor:	TRUST A-4 – LLOYD I. MILLER
		By: PNC Bank National Association as Trustee
		By:	/s/ Lloyd I. Miller III
		Name: Lloyd I. Miller, III
		Title: Investment Advisor to Trustee

Aggregate Purchase Price:	1,333,333.50
Number of Shares:	398,010

Address for Notice:

Lloyd I. Miller III
4550 Gordon Drive
Naples, FL 34102-7914
Tel: (239) 263-8860
Fax: (239) 262-8025
Email: lloydmil@earthlink.com

With a copy to:

Robyn Tupper
Tel: (239) 263-8860
Fax: (239) 262-8025
Email: lloydin@earthlink.net

Investor:	MILFAM II L.P.
		By: Milfam LLC Its General Partner
		By:	/s/ Lloyd I. Miller III
		Name: Lloyd I. Miller, III
		Title: Manager

Signature Page to Purchase Agreement

Aggregate Purchase Price:	1,333,333.50
Number of Shares:	398,010

Address for Notice:

Lloyd I. Miller III
4550 Gordon Drive
Naples, FL 34102-7914
Tel: (239) 263-8860
Fax: (239) 262-8025
Email: lloydmil@earthlink.com

With a copy to:

Robyn Tupper
Tel: (239) 263-8860
Fax: (239) 262-8025
Email: lloydin@earthlink.net

Investor:	SRB Greenway Capital (QP), L.P.
		By: SRB Management, L.P., General Partner
		By: BC Advisors, L.L.C., General Partner
		By:	/s/ Steven R. Becker
		Steven R. Becker, Member

Aggregate Purchase Price:	$	3,454,185.00
Number of Shares:		1,031,100

Address for Notice:

SRB Greenway Capital (QP), L.P.
300 Crescent Court, Suíte 1111
Dallas, TX 75201
214-756-6040 (telephone)
214-756-6079 (fax)
Attn: George Lee (george@greenwaycapital.net)
Tax I.D.# 20-1939469

Investor:	SRB Greenway Capital, L.P.
		By: SRB Management, L.P., General Partner

Signature Page to Purchase Agreement

By: BC Advisors, L.L.C., General Partner
By:	/s/ Steven R. Becker
Steven R. Becker, Member

Aggregate Purchase Price:	$	398,650.00
Number of Shares:		119,000

Address for Notice:

SRB Greenway Capital, L.P.
300 Crescent Court, Suíte 1111
Dallas, TX 75201
214-756-6040 (telephone)
214-756-6079 (fax)
Attn: George Lee (george@greenwaycapital.net)
Tax I.D.# 20-1718174

Investor:	SRB Greenway Offshore Operating Fund, L.P.
		By: SRB Management, L.P., General Partner
		By: BC Advisors, L.L.C., General Partner
		By:	/s/ Steven R. Becker
		Steve Becker, Member

Aggregate Purchase Price:	$	147,165.50
Number of Shares:		43,930

Address for Notice:

SRB Greenway Offshore Operating Fund, L.P.
300 Crescent Court, Suíte 1111
Dallas, TX 75201
214-756-6040 (telephone)
214-756-6079 (fax)
Attn: George Lee (george@greenwaycapital.net)
Tax I.D.# n/a – offshore entity

Investor:	Aurarian Capital Management, LLC
		By:	/s/ Jason B. Gold
		Jason B. Gold
		Managing Member

Signature Page to Purchase Agreement

Aggregate Purchase Price:	$	999,975
Number of Shares:		298,500

Address for Notice:

565 5^th Avenue, 14^th Floor
NY, NY 10036

Signature Page to Purchase Agreement

Exhibit A

Form of Registration Rights Agreement

Exhibit B

Form of Legal Opinion

EX-10.41

EXHIBIT 10.41

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19th day of April, 2007 by and among LCC International, Inc., a Delaware corporation (the “Company”), and the “Investors” executing this Agreement and named in that certain Purchase Agreement by and among the Company and the Investors dated the date hereof (the “Purchase Agreement”).

     The parties hereby agree as follows:

     1. Certain Definitions.

     Capitalized terms used herein which are defined in the Purchase Agreement shall have the meanings set forth in the Purchase Agreement, unless otherwise defined herein. As used in this Agreement, the following terms shall have the following meanings:

     “Affiliate” means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person.

     “Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

     “Common Stock” shall mean the Company’s Class A common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be reclassified.

     “Investors” shall mean the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent holder of any Registrable Securities.

     “Prospectus” shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

     “Register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

     “Registrable Securities” shall mean (i) the Shares, and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by the Investors pursuant to Rule 144(k).

     “Registration Statement” shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including the Registration Statement referred to in Section 2), amendments and supplements to such Registration Statement(s), including the Prospectus, post-

effective amendments, all exhibits and all material filed and incorporated by reference in such Registration Statement.

     “Required Investors” mean the Investors holding a majority of the Registrable Securities.

     “Rule 401”, “Rule 415”, “Rule 416”, “Rule 429” and “Rule 461” mean Rule 401, Rule 415, Rule 416, Rule 429 and Rule 461, respectively, each as promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

     “SEC” means the U.S. Securities and Exchange Commission.“

     “Shares” means the shares of Common Stock issued pursuant to the Purchase Agreement.

     “1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     2. Registration.

          (a) Registration Statement.

          (i) Within 45 days following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) (the “Filing Deadline”), the Company shall prepare and file with the SEC a registration statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. Such registration statement shall be on Form S-1 (the “Registration Statement”) and shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such S-1 Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors, except for shares of Common Stock held by the Company’s stockholders having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company prior to the date hereof. A copy of the initial filing of the Registration Statement (and each pre-effective amendment thereto) shall be provided to the Investors and their counsel prior to filing.

          (ii) Within 15 days after the Company shall be eligible to file a registration statement under the 1933 Act to register on Form S-3 the Registrable Securities for resale (the “S-3 Filing Deadline”), the Company shall prepare and file with the SEC a “shelf” registration statement covering all the Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. Such registration statement (in any of the following cases referred to as the “S-3 Registration Statement”) shall be (A) on Form S-3, (B) a pre-effective amendment to the S-1 Registration Statement if the S-1 Registration Statement has not previously been declared effective by the SEC (which shall be on Form S-3 to the extent permissible) , or (C) a post-effective amendment to the S-1 Registration Statement on Form S-3

2

if (and only if) the S-1 Registration Statement has previously been declared effective by the SEC and the Company is then permitted under the 1933 Act and the rules promulgated thereunder (including Rule 401) to file a post-effective amendment to such S-1 Registration Statement on Form S-3. Such S-3 Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such S-3 Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors, except for shares of Common Stock held by the Company’s stockholders having “piggyback” registration rights under registration rights agreements entered into by the Company prior to the date hereof. The S-3 Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Investors and their counsel prior to its filing or other submission. If the S-3 Registration Statement is a new registration statement covering the Registrable Securities filed with the SEC pursuant to Clause (A) of the second sentence of this Section 2(a)(ii) and the Company is not permitted pursuant to Rule 429 to use the prospectus included in the S-3 Registration Statement as a combined prospectus for the offering covered by the S-1 Registration Statement, the Company shall use reasonable best efforts to remove from registration by means of a post-effective amendment to the S-1 Registration Statement any of the Registrable Securities registered under the S-1 Registration Statement that remain unsold at the time the S-3 Registration Statement is declared effective by the SEC and cause such post-effective amendment to be declared effective by the SEC no earlier than concurrently with the effectiveness of the S-3 Registration Statement.

          (iii) If the Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which the Registration Statement is filed with respect to the Registrable Securities, up to but not exceeding a maximum amount of 10%. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Payments to be made pursuant to this Section 2(a)(iii) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the liquidated damages provided for in this Section 2(a)(iii) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Investors if the Registration Statement is not filed by the Filing Deadline.

          (b) Expenses. The Company will pay all expenses incurred by it associated with the Registration Statement or incident to its performance or complicance with this Agreement, including filing and printing fees, the Company’s counsel and accounting fees and expenses, NASD and Nasdaq filing fees, and costs associated with clearing the Registrable Securities for sale under applicable state securities laws, but the Company shall not be liable for fees and expenses incurred by the Investors (including any Investors’ counsel fees), or any discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being offered.

3

          (c) Effectiveness.

          (i) The Company shall use reasonable best efforts to have the Registration Statement declared effective prior to 120 days following the Closing Date. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (A) the Registration Statement is not declared effective by the SEC on or prior to 120 days following the Closing Date, or (B) after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused below, then the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective or such sales first cannot be made (the “Blackout Period”), up to a maximum of 10%. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such payments shall be made to each Investor in cash. The parties agree that the liquidated damages provided for in this Section 2(c)(i) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Investors if the Registration Statement is not declared effective as hereinabove provided. This section 2(c)(i) shall not apply as to a particular Investor to the extent, but only to the extent, that the delay is caused by such Investor.

          (ii) For not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section, if such disclosure at the time is not, in the good faith opinion of the Company, in the best interests of the Company (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Investors in writing of the existence of (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

     3. Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible (but subject to Section 2(c)(ii)):

          (a) (i) furnish to the Investors, copies of all such documents proposed to be filed, which documents will be subject to their review of such Investors, and (ii) cause its

4

officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, to conduct a reasonable review of such documents. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Securities shall reasonably object in writing within three (3) Business Days of their receipt thereof.

          (b) respond as promptly as possible to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Investors true and complete copies of all correspondence from and to the Commission relating to the Registration Statement.

          (c) notify the Investors as promptly as possible (and, in the case of (i)(A) below, not less than three (3) days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than two (2) Business Days following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any Proceedings for that purpose; (iv) if at any time any of the representations and warranties of the Company contained in any agreement contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation of any Proceeding for such purpose; and (vi) of the occurrence of any event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (d) if requested by the Required Investors, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

          (e) promptly deliver to each Investor, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request

5

          (f) cooperate with the Investors to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to a Registration Statement, which certificates, to the extent permitted by the Purchase Agreement and applicable federal and state securities laws, shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Investor may request in connection with any sale of Registrable Securities.

          (g) use reasonable best efforts to cause such Registration Statement to become effective and, to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144(k) (and the Company shall use reasonable best efforts to provide a written opinion letter from Company counsel to the Company’s transfer agent to such effect and to remove the restrictive legend from the certificates of the Registrable Securities) (the “Effectiveness Period”) and advise the Investors in writing when the Effectiveness Period has expired;

          (h) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby in accordance with the intended method of disposition as set forth in the Registration Statement, Prospectus or Prospectus supplement;

          (i) use reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness or qualification or exemption of qualification and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

          (j) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with the Investors and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investors, to keep such registration or qualification effective during the Effective Period and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(d), or (iii) file a general consent to service of process in any such jurisdiction;

          (k) use reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;

6

          (l) promptly notify the Investors, at any time when a Prospectus relating to Registrable Securities is required to be delivered under the 1933 Act (including during any period when the Company is in compliance with Rule 172), upon discovery that, or upon the happening of any event as a result of which, the Registration Statement (including the Prospectus), as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC pursuant to Rule 172 and furnish to such holder a supplement to or an amendment of such Prospectus or post-effective amendment to such Regsitration Statement (and have it declared effective as promptly as practicable) as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

          (m) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Investors promptly if the Company no longer satisfies the conditions of Rule 172 and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earning statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(g), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and

          (n) upon written notice from an Investor that such Investor has a legal obligation to make a filing with the National Association of Securities Dealers, Inc. (“NASD”) Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) with respect to the public offering contemplated by the Registration Statement (an “Issuer Filing”), the Company agrees it will effect such filing prior to the later to occur of five Trading Days after receipt of the written notice and one Trading Day after the date that the Registration Statement is first filed with the SEC. The Company shall use reasonable best efforts to pursue the Issuer Filing until the NASD issues a letter confirming that it does not object to the terms of the offering contemplated by the Registration Statement. The Company will pay any filing fees and expenses in connection with the Issuer Filing.

          (o) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under

7

the 1934 Act; and (iii) furnish to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, and (B) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

          (p) With a view to satisfying its obligations under Section 2(a)(ii), the Company:

               (i) represents and warrants that neither the Company nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal year for which certified financial statements of the Company and its consolidated subsidiaries were included in a report filed pursuant to Section 13(a) or 15(d) of the 1934 Act through the date of this Agreement: (1) failed to pay any dividend or sinking fund installment on preferred stock; or (2) defaulted (x) on any installment or installments on indebtedness for borrowed money, or (y) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the Company and its consolidated and unconsolidated subsidiaries, taken as a whole.

               (ii) covenants and agrees that (A) from the date of this Agreement through the effective date of the Registration Statement, it will file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), or 5.02(e) of SEC Form 8-K) and (B) neither the Company nor any of its consolidated or unconsolidated subsidiaries will, from the end of the last fiscal year for which certified financial statements of the Company and its consolidated subsidiaries are included in a report filed pursuant to Section 13(a) or 15(d) of the 1934 Act through the effective date of the Registration Statement: (1) fail to pay any dividend or sinking fund installment on preferred stock; or (2) default (x) on any installment or installments on indebtedness for borrowed money, or (y) on any rental on one or more long term leases, which default in the aggregate will be material to the financial position of the Company and its consolidated and unconsolidated subsidiaries, taken as a whole.

     4. Due Diligence Review; Information.

          (a) Subject to paragraph (b) of this Section 4, upon reasonable prior notice, the Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors, employees and independent accountants, within a reasonable time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the

8

sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.

          (b) The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

     5. Obligations of the Investors.

          (a) Each Investor shall promptly furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least seven (7) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An Investor shall provide such information to the Company at least three (3) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities included in the Registration Statement.

          (b) Each Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

          (c) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(f) hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Investor is advised by the Company that a supplemented or amended prospectus has been filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by the Company, the Investor shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.

     6. Indemnification.

          (a) Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members, partners, employees, attorneys and agents, successors and assigns, and each other person, if any, who controls such

9

Investor within the meaning of the 1933 Act or Section 20 of the 1934 Act (and their officers, directors, partners, members and employees), against any losses, claims, damages, expenses, costs (including reasonable attorney fees) or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages, expenses, costs or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.

          (b) Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and reasonable expense (including reasonable attorney fees) resulting from any untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

          (c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim

10

with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation, does not impose any injunction or similar restriction on such indemnified party and does not include a statement as to or an admission of fault, liability, culpability or failure to act with respect to any law by an indemnified party.

          (d) Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such indemnifying, party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the foregoing equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged

11

omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

     7. Miscellaneous.

          (a) Amendments and Waivers. This Agreement may be amended, modified or waived only by a writing signed by the Company and the Required Investors; provided that if any such amendment, modification or waiver would adversely affect in any material respect any Investor or group of Investors who have comparable rights under this Agreement disproportionately to the other Investors having such comparable rights, such amendment, modification, or waiver shall also require the written consent of the Investor(s) so adversely affected.

          (b) Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 9.4 of the Purchase Agreement.

          (c) Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that (i) such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected and (ii) the transferee agrees in writing to be bound by this Agreement as if it were a party hereto.

          (d) Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

          (e) Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

          (f) Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.

12

          (g) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

          (h) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

          (i) Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

          (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

          (k) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof, provided, however, that corporate matters shall be governed by the Delaware General Corporation Law. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

          (l) Obligations of Investors. The Company acknowledges that the obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. The decision of each Investor to enter

13

into to this Agreement has been made by such Investor independently of any other Investor. The Company further acknowledges that nothing contained in this Agreement, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.

          Each Investor has been represented by its own separate legal counsel in their review and negotiation of this Agreement and with respect to the transactions contemplated hereby. The Company has elected to provide all Investors with the same terms and Agreement for the convenience of the Company and not because it was required or requested to do so by the Investors. The Company acknowledges that such procedure with respect to this Agreement in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to this Agreement or the transactions contemplated hereby or thereby.

[Signature pages follow]

14

     IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

The Company:	LCC INTERNATIONAL, INC.
	By:	Louis Salamone Jr.
	Name: Louis Salamone Jr
	Title: Executive Vice President & CFO

Signature Page to Registration Rights Agreement

Investor:	GPC LXII, LLC
	By: Riley Investment Management LLC, as attorney in fact
	By:	/s/ John Ahn
		Name: John Ahn
		Title: Principal
Investor:	RILEY INVESTMENT PARTNERS MASTER FUND, L.P.
	By: Riley Investment Management LLC, its General Partner
	By:	/s/ John Ahn
		Name: John Ahn
		Title: Principal
Investor:	PLEIADES INVESTMENT PARTNERS-R LP
	By:	/s/ Kenneth Berkow
	Name: Kenneth Berkow
	Title: CFO
Investor:	POTOMAC CAPITAL PARTNERS LP
:
	By:	/s/ Kenneth Berkow
	Name: Kenneth Berkow
	Title: CFO
Investor:	POTOMAC CAPITAL INTERNATIONAL LTD.
:

Signature Page to Registration Rights Agreement

	By:	/s/ Kenneth Berkow
	Name: Kenneth Berkow
	Title: CFO
Investor:	LLOYD I. MILLER, III
:
	By:	/s/ Lloyd I. Miller, III
	Name: Lloyd I. Miller, III
Investor:	TRUST A-4 – LLOYD I. MILLER
	By:	PNC Bank National Association as Trustee
:
	By:	/s/ Lloyd I. Miller, III
	Name: Lloyd I. Miller, III
	Title: Investment Advisor to Trustee
Investor:	MILFAM II L.P.
	By: Milfam LLC
	Its General Partner
:
	By:	/s/ Lloyd I. Miller, III
	Name: Lloyd I. Miller, III
	Title: Manager
Investor:	SRB Greenway Capital, L.P.
	By: SRB Management, L.P., General Partner
	By: BC Advisors, L.L.C., General Partner
:
	By:	/s/ Steven R. Becker Steven R. Becker, Member
Investor:	SRB Greenway Offshore Operating Fund, L.P..
	By: SRB Management, L.P., General Partner

Signature Page to Registration Rights Agreement

	By: BC Advisors, L.L.C., General Partner
:
	By:	/s/ Steven R. Becker Steven R. Becker, Member
Investor:	SRB Greenway Capital (QP), L.P.
	By: SRB Management, L.P., General Partner
	By: BC Advisors, L.L.C., General Partner
:
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member
Investor:	Aurarian Capital Management, LLC
	By:	/s/ Jason B. Gold
	Name: Jason B. Gold
	Title: Managing Member

Signature Page to Registration Rights Agreement

Exhibit A

Plan of Distribution

     The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

     The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

     - ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

     - block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

     - purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

     - an exchange distribution in accordance with the rules of the applicable exchange;

     - privately negotiated transactions;

     - short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;

     - through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

     - broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; and

     - a combination of any such methods of sale.

     The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in

interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

     In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

     The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

     The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

     The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

     To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

     In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

     We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

     We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

     We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act.

EX-10.45

Exhibit 10.45

ASSIGNMENT AGREEMENT

     This ASSIGNMENT AGREEMENT (this “Agreement”), is entered into and effective as of this 3^rd day of July, 2007 by and among WIRELESS FACILITIES, INC, a Delaware corporation (“Seller”), SPCP GROUP, L.L.C., a Delaware limited liability company (“Buyer”), LCC INTERNATIONAL, INC. (“LCC”), a Delaware corporation, and, for purposes of Sections 4.5, 6.1 and 6.3 only, BANK OF AMERICA, N.A. in its capacity as agent (in such capacity, together with its successors and assigns in such capacity, the “Senior Agent”) for the Senior Lenders (as defined in the Subordination Agreement).

WITNESSETH:

     WHEREAS, Seller is the holder of a subordinated promissory note (the “Note”), dated June 1, 2007 issued by LCC with a principal amount of $21,583,651, which was issued to Seller as partial consideration for Seller’s transfer of certain assets to LCC pursuant to a certain Asset Purchase Agreement, dated as of May 29, 2007, by and between LCC and Seller (the “Asset Purchase Agreement”);

     WHEREAS, Seller and Buyer are, on the date hereof, entering into a Note Sale Agreement (the “Note Sale Agreement”) pursuant to which Buyer is acquiring from Seller all of Seller’s right, title and interest in and to the Note and the Holder Registration Rights Agreement (the “Assignment”);

     WHEREAS, pursuant to the terms of the Note, LCC’s consent to the Assignment is required;

     WHEREAS, Seller, LCC and the Senior Agent are parties to a Subordination Agreement (the “Subordination Agreement”), dated as of June 1, 2007 pursuant to which, subject to the terms and conditions thereto, Seller has agreed that the Note will be subordinate and junior in right of payment to the prior performance, satisfaction, and payment of certain indebtedness; and

     WHEREAS pursuant to the Subordination Agreement, Seller may not assign the Note unless the Buyer thereof has agreed in writing, in form and substance satisfactory to the Senior Agent, to be bound by the terms of the Subordination Agreement.

     NOW, THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1 DEFINITIONS

     For purposes of this Agreement, the terms defined above have the meanings given above and the following terms shall have the meanings indicated below:

     “Agreement” means this Assignment Agreement.

     “Asset Purchase Agreement” means that term as defined in the recitals.

     “Holder Registration Rights Agreement” means the agreement attached as Exhibit A to the Note.

     “Loan Parties” means LCC International, Inc., each Person identified as a “Loan Party” on the signature pages to the Subordination Agreement and each other Person that joins as a “Guarantor” under the Senior Credit Agreement, together with their successors and permitted assigns.

     “Note” means that term as defined in the recitals, together with Exhibit A and Schedule 1 to such subordinated promissory note.

     “Note Sale Agreement” means that term as defined in the recitals.

     “Principal Balance” means the unpaid principal balance in United States Dollars for the Note.

     “Senior Agent” means that term as defined in the recitals.

     “Subordination Agreement” means that term as defined in the recitals.

     “Transaction Documents” means the documents listed on Schedule 1 hereto.

SECTION 2 ASSIGNMENT OF THE NOTE

     2.1 Assignment. Seller hereby sells, assigns and transfers to Buyer, and Buyer hereby accepts, purchases and acquires, all of Seller’s right, title and interest in and to the Note and the Holder Registration Rights Agreement, and all of Seller’s rights, claims and causes of action related thereto, free and clear of all liens, pledges, claims, security interests, encumbrances, charges, restrictions, or limitations of any kind whether arising by agreement, operation of law or otherwise, other than any restriction on the sale, assignment, disposition or transfer of the Note that arises out of or is based on the Transaction Documents. Seller will promptly pay to Buyer any payments it receives in respect of the Note, other than the Purchase Price payable by Buyer under the Note Sale Agreement.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF SELLER

     3.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer, LCC and the Senior Agent as follows: Seller has the corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of Seller except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite company action has been taken by Seller to make this Agreement valid and binding upon Seller in accordance with its terms.

SECTION 4 REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller, LCC and the Senior Agent as follows:

     4.1 Authorization; Enforcement; Validity. Buyer is a validly existing corporation, partnership, limited liability company or other entity and has the requisite company power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and

validly authorized; this Agreement evidences its valid, binding and enforceable obligation except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite company action has been taken by it to make this Agreement valid and binding upon it in accordance with its terms.

     4.2 Status of Buyer. Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “1933 Act”).

     4.3 Investment Purpose. Buyer is acquiring the Note for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, Buyer does not agree to hold any portion of the Note for any minimum or other specific term and reserves the right to dispose of any portion of the Note at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

     4.4 Transfer or Resale. Buyer understands that the Note, and the common stock issuable thereunder in accordance with its terms, has not been and is not being registered under the 1933 Act or any state securities laws.

     4.5 Subordination Agreement. Buyer agrees to be bound by the terms of the Subordination Agreement with respect to the Note and the Buyer shall be the “Junior Noteholder” (under and as defined in the Subordination Agreement) as if the Buyer had executed and delivered the Subordination Agreement on June 1, 2007.

SECTION 5 REPRESENTATIONS AND WARRANTIES OF LCC

LCC hereby represents and warrants to Buyer, Seller and the Senior Agent as follows:

     5.1 Representations and Warranties of LCC. LCC has the corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by LCC and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of LCC except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite company action has been taken by LCC to make this Agreement valid and binding upon LCC in accordance with its terms.

     5.2 Transaction Documents. True, complete and correct copies of the Transaction Documents have been previously provided to Buyer by LCC, including the potential adjustments to the principal amount of the Note set forth in the Note and the Asset Purchase Agreement, and there are no other material agreements, arrangements, documents or instruments to which LCC is a party in effect (whether written or oral) that relate to or otherwise modify the provisions of the Transaction Documents or affect the Note in any material respect (except for limitations under the rules of the NASDAQ Stock Market on the amount of stock that is issuable in payment of interests under the Note). Based on LCC’s records, Seller is the only holder of the Note and the only Investor under the Exhibit A to the Note. Upon the execution of this Agreement and the Note Sale Agreement, Buyer will have all rights of Seller under the Note and the Holder Registration Rights Agreement, provided, however, that this provision shall not be deemed to give Buyer any rights under the Asset Purchase Agreement.

     5.3 Status of Note. As of the date hereof (i) the Principal Balance of the Note is $21,583,651, (ii) the accrued and unpaid interest on such unpaid principal is $180,007.65 and (iii) no adjustment has occurred to the Principal Balance of the Note prior to the date hereof. No Event of Default (as such term is defined in the Note) has occurred and is continuing under the Note. LCC has made all payments of the principal and interest on the Note when due and has not made any prepayment.

SECTION 6 AGREEMENTS OF THE PARTIES

     6.1 Consent of the Senior Agent. The Senior Agent hereby consents to the Assignment, the amendment to the Note to the extent necessary to give effect to the Assignment and to the issuance of the Exchange Note, as defined in Section 6.3 below.

     6.2. Agreements of LCC. In reliance on the representations, warranties and agreements of Seller and Buyer herein, LCC hereby, notwithstanding anything to the contrary in the Note, (i) consents to the Assignment, (ii) agrees to treat Buyer as the Holder under the Note with all rights of the Holder thereunder, (iii) agrees to pay Buyer amounts due under the Note to Silver Point Capital Finance, LLC, Two Greenwich Plaza, First Floor, Greenwich, CT 06830, Attention: Tim Skoufis, or such other address as provided by Buyer and (iv) agrees that Buyer shall have all rights of Seller under the Holder Registration Rights Agreement. In consideration of LCC’s agreements hereunder, Seller agrees that the provisions of Section 3.6 of the Asset Purchase Agreement requiring LCC to reimburse Seller for the expenses associated with a Carve-Out Audit (as defined in the Asset Purchase Agreement) are of no further force and effect and Seller shall pay to LCC any amounts advanced by LCC with respect to these expenses.

     6.3. Exchange of Note. The parties acknowledge and agree that the principal amount of the Note may be adjusted pursuant to the terms of the Asset Purchase Agreement and the Note, except as provided in this Section 6.3. Seller and LCC agree that (i) as soon as practicable after the date hereof (and in any event, in no more than 10 Business Days (as defined in the Asset Purchase Agreement)), they will enter into the Escrow Agreement (as defined in the Asset Purchase Agreement) pursuant to which Seller will deposit $1,000,000 into escrow to be held and distributed in accordance with the terms of the Escrow Agreement, (ii) any decrease in the principal amount of the Note arising after the date hereof under Article 3 of the Asset Purchase Agreement will be made by cash payments by Seller to LCC, rather than by adjusting the principal amount of the Note (provided, however, that if such amounts are not paid within 10 Business Days of the date that such amounts are owed, the Note will be adjusted per the terms of Article 3 of the Asset Purchase Agreement) and (iii) any increase in the principal amount of the Note arising under Article 3 of the Asset Purchase Agreement will be made as required thereunder and shall be reflected in the Exchange Note (as defined below) and LCC shall have no further obligations to Seller or Buyer arising out of such adjustment other than its obligations to Buyer under the Exchange Note. The parties agree that once (i) the actions described in clause (i) of the preceding sentence have been satisfied and (ii) as applicable, (x) all amounts that would otherwise decrease the principal amount of the Note under Article 3 of the Asset Purchase Agreement have been paid by Seller to LCC or have resulted in adjustments to the Note as provided for herein or (y) any amounts that would otherwise increase the principal amount of the Note under Article 3 of the Asset Purchase Agreement have been finally determined, Buyer will return (i) to Seller for cancellation, the Promissory Note, dated the date hereof, issued by Seller to Buyer, and (ii) to LCC for cancellation, the Note and that, in exchange therefor, LCC will issue to Buyer a new note substantially similar to the Note (in form and substance reasonably acceptable to the Senior Lenders) (the “Exchange Note”), except that it will contain any adjustment provided for herein and will not be subject to further adjustment. The parties hereto agree to take such actions as are reasonably necessary to effectuate the actions set forth in this paragraph.

SECTION 7 MISCELLANEOUS PROVISIONS

     7.1 Non-Merger/Survival. Each and every covenant, agreement and release herein made by any party hereto shall survive the delivery of this Agreement and all other documents executed in connection herewith and shall not merge into such documents, but instead shall be independently enforceable.

     7.2 No Third-Party Beneficiaries. Each of the provisions of this Agreement is for the sole and exclusive benefit of the parties hereto, and none of the provisions of this Agreement shall be deemed to be for the benefit of any other Person.

     7.3 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     7.4 CONSENT TO EXCLUSIVE JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING HERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT THE OTHER PARTIES HERETO RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     7.5 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES AND AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE TRANSACTIONS RELATED HERETO OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS SALE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

     7.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

     7.7 Effectiveness. This Agreement shall become effective upon the execution and delivery of a counterpart hereof by each of the parties hereto.

     7.8 Severability. In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     7.9 Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

     7.10 Integration, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The word “or” is not exclusive. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Executed effective as of the date first set forth above.

WIRELESS FACILITIES, INC.
By:	/s/ JAMES R. EDWARDS
	Name:	James R. Edwards
	Title:	Senior V.P. and General Counsel
SPCP GROUP, L.L.C.
By:	/s/ MICHAEL A. GATTO
	Name:	Michael A. Gatto
	Title:	Authorized Signatory
LCC INTERNATIONAL, INC.
By:	/s/ LOUIS SALAMONE, JR.
	Name:	Louis Salamone, Jr.
	Title:	Executive V.P. and CFO
BANK OF AMERICA, N.A. For purposes of Sections 4.5, 6.1 and 6.3 only
By:	/s/ JESSICA L. TENCZA
	Name:	Jessica L. Tencza
	Title:	Vice President

SCHEDULE 1

TRANSACTION DOCUMENTS

1. Subordinated Promissory Note, dated June 1, 2007 issued by LCC with a principal amount of $21,583,651.

2. Asset Purchase Agreement, dated as of May 29, 2007, by and between LCC and Seller.

3. Subordination Agreement, dated as of June 1, 2007 between Seller, LCC and the Senior Agent.

4. Holder Registration Rights Agreement, attached as Exhibit A to the Note.

EX-10.46

Exhibit 10.46

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JUNE 1, 2007, AMONG BANK OF AMERICA, N.A., LCC INTERNATIONAL, INC. AND CERTAIN OF ITS SUBSIDIARIES AND WIRELESS FACILITIES, INC., AND THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

SUBORDINATED PROMISSORY NOTE

$21,583,651 June 1, 2007

          FOR VALUE RECEIVED, LCC International, Inc., a Delaware corporation (the “Maker”), promises to pay to SPCP Group, L.L.C., a Delaware limited liability company (the “Holder”), at Two Greenwich Plaza, First Floor, Greenwich, CT 06830, or at such other place as the Holder of this Note may from time to time designate, on June 1, 2010 (the “Maturity Date”), the principal amount of Twenty-One Million Five Hundred Eighty-three Thousand Six Hundred Fifty-one Dollars ($21,583,651) (which amount may be increased or decreased from time to time without further consent of the Maker and the Holder pursuant to the terms of the Purchase Agreement, as defined below, as reflected on Schedule 1 attached hereto), or such lesser amount as may be outstanding under this Note on the Maturity Date, together with interest on the unpaid principal amount hereof from the date hereof, until paid in full, said interest to be computed and paid as set forth below. For purposes of clarification, (i) any increase to the principal amount under this Note pursuant to the terms of the Purchase Agreement shall be deemed to be outstanding as of the date hereof and interest shall accrue on such principal amount from the date of this Note and (ii) any decrease to the principal amount under this Note pursuant to the terms of the Purchase Agreement shall be deemed to be made as of the date hereof and the interest under this Note shall be calculated accordingly. All payments hereunder shall be made in lawful money of the United States of America.

          Interest on the unpaid principal amount hereof shall be computed on the basis of actual days elapsed over a 360-day year, at a floating rate of one-month LIBOR (LIBOR to reset on the first Business Day of each month) plus

(a) from the date of this Note to and including June 30, 2007, 4% per annum,

(b) from July 1, 2007 to and including July 31, 2007, 5% per annum,

(c) from August 1, 2007 to and including August 31, 2007, 6% per annum,

(d) from September 1, 2007 to and including September 30, 2007, 7% per annum,

(e) from October 1, 2007 to and including December 31, 2007, 8% per annum,

(f) from January 1, 2008 to and including June 30, 2008, 9% per annum,

(g) from July 1, 2008 to and including December 31, 2008, 10% per annum,

(h) from January 1, 2009 to and including June 30, 2009, 11% per annum,

(i) from July 1, 2009 to and including December 31, 2009, 12% per annum,

(j) from January 1, 2010 to (but not including) the Maturity Date, 13% per annum, and

(k) if the principal amount and interest accrued thereon under this Note is not paid in full on or prior to the Maturity Date, an increase of 1% per annum to the then applicable rate determined hereunder for each six month period beginning on July 1 and January 1 of each year, until the Note is paid in full.

For purposes of this Note, “LIBOR” means, for any interest period described above, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such interest period, for dollar deposits (for delivery on the first day of such interest period) with a term most closely approximating such interest period.

          Subject to the terms of the Subordination Agreement, interest payments shall be due (i) with respect to the period commencing on the Closing Date and ending on June 30, 2007, in arrears on the fifth (5^th) Business Day following the date on which the Maker shall have delivered to the lenders the financial statements for, and the Compliance Certificate (as defined in the Credit Agreement (as defined below)) with respect to, calendar quarter ended June 30, 2007 required to be delivered under the Credit Agreement and (ii) with respect to each calendar quarter commencing on or after July 1, 2007, in arrears on the fifth (5^th) Business Day following the date on which the Maker shall have delivered to the Lenders the financial statements for, and the Compliance Certificate with respect to, such calendar quarter required to be delivered under the Credit Agreement (each an “Interest Payment Date”). All accrued and unpaid interest shall be paid in full on the Maturity Date.

          In the event the Maker fails to pay interest under this Note within five (5) Business Days following the date on which the Maker is required to deliver quarterly or annual financial statements, as applicable, under the Credit Agreement (i) with respect to any two (2) consecutive Interest Payment Dates during the period commencing on July 1, 2007 and ending on June 30, 2008 or (ii) with respect to any one Interest Payment Date occurring after July 1, 2008, the Holder shall be entitled, by delivery of written notice to the Maker within forty-five (45) days following such Interest Payment Date (the “Election Notice”), to convert the total amount of interest due on such Interest Payment Date, or in the case of the foregoing clause (i), such two (2) Interest Payment Dates (the “Total Unpaid Interest”) into a number of shares of the Maker’s Class A Common Stock, par value $0.01 per share (the “Maker Common Stock”) equal to the quotient obtained by dividing (a) the Total Unpaid Interest on the date of the Election

2

Notice by (b) the average of the closing prices of the Maker Common Stock as reported on the NASDAQ Global Market or other national stock exchange for the last ten (10) trading day period ending two (2) days prior to the delivery of the Election Notice in accordance with the terms hereof (the “Common Stock Price”). No fractional shares will be issued upon the conversion of the Total Unpaid Interest. In lieu of any fractional shares to which Holder would otherwise be entitled, Maker shall pay Holder in cash that amount of the unconverted Total Unpaid Interest equal to such fraction multiplied by the Common Stock Price. Maker shall issue and deliver to Holder within seven (7) Business Days after the date of the Election Notice a certificate for the number of shares of Maker Common Stock to which Holder is entitled upon such conversion of the Total Unpaid Interest, including a check payable to Holder for any cash amounts payable in lieu of fractional shares as described above. Holder’s Election Notice shall contain such representations as the Maker shall reasonably request to satisfy itself that the issuance of such shares to the Holder is exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “1933 Act”) and applicable state securities laws. Notwithstanding the foregoing, in accordance with NASDAQ Marketplace Rule 4350(i) (the “Marketplace Rule”), Maker shall not issue any shares which shall result in the aggregate number of shares of Maker Common Stock issued pursuant to this Note to exceed of 19.999% of the shares of Maker Common Stock outstanding on the date hereof (taking into account any stock splits or reverse stock splits in the Maker Common Stock occurring after the date hereof) without first obtaining the required stockholder consent pursuant to the Marketplace Rule; provided, however, that Maker shall use its commercially reasonable best efforts to obtain any required stockholder approval as soon as possible following receipt of any Election Notice. Any shares of Maker Common Stock issued pursuant to this paragraph, including any Maker Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Maker Common Stock, shall be subject to registration for resale under the 1933 Act upon the terms and conditions set forth in Exhibit A hereto.

          Subject to the terms of the Subordination Agreement, the unpaid principal amount of, and any accrued interest on, this Note must be prepaid:

     (a) with the one hundred percent (100%) of the Net Cash Proceeds received by the Maker or its Subsidiaries (as defined in the Credit Agreement), until this Note is paid in full, in respect of any issuance of equity security for cash (other than pursuant to employee benefit plans) or debt financing that is subordinated to the obligations of the Maker and its Subsidiaries under the Credit Agreement, other than (i) any debt financing under the Credit Agreement, (ii) a refinancing of existing debt financing or (iii) debt financing for working capital of one or more Foreign Subsidiaries; and

     (b) upon a Change of Control (as defined below) of the Maker, provided that no event of default under the Credit Agreement (other than an event of default as a result of such Change of Control) has occurred and is continuing.

Any prepayment, including under subsections (a) or (b) above, shall be without premium or penalty.

3

          Subject to the Subordination Agreement, the unpaid principal amount of, and any accrued interest on, this Note may be prepaid in whole or in part at any time or times without premium or penalty.

          For purposes of this Note, a “Change of Control” means (a) an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “1934 Act”) but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of fifty-one percent (51%) of the Equity Interests of the Maker entitled to vote for members of the board of directors or equivalent governing body of the Maker on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (b) the sale or transfer of all or substantially all of the assets of the Maker, whether in a single transaction or a series of related transactions.

          For purposes of this Note, the following defined terms shall have the meanings provided for such terms in that certain Amended and Restated Credit Agreement (as amended, modified, restated, supplemented or refinanced from time to time, the “Credit Agreement”), dated as of May 29, 2007, among the Maker, certain Subsidiaries of the Maker, the lenders party thereto and Bank of America, N.A. as administrative agent, as in effect on May 29, 2007: “Net Cash Proceeds,” “Foreign Subsidiaries” and “Equity Interests.”

          Each prepayment shall be applied first to the payment of all interest and other amounts accrued hereunder on the date of any such prepayment, and the balance of any such prepayment shall be applied to the principal amount hereof. No prepayment shall entitle any person to be subrogated to the rights of the Holder unless and until this Note has been paid in full.

          This Note is made and delivered pursuant to and in accordance with the terms and conditions of that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of May 29, 2007, by and between the Maker and the Holder and is subject to the terms and conditions of the Purchase Agreement, which are, by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

          So long as any principal or interest payments are outstanding hereunder, the Maker agrees to provide to the Holder of this Note, at such Holder’s election, the following:

     (a) A copy of each quarterly and annual Compliance Certificate delivered by the Maker to Bank of America, N.A. pursuant to the requirements of the Credit Agreement;

4

     (b) Notice of any default or event of default given or received under the Credit Agreement; and

     (c) In the event that the Maker ceases to be a public company, (i) a consolidated and consolidating balance sheet of the Maker and its Subsidiaries as of the end of each fiscal year thereafter, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, and (ii) a consolidated balance sheet of the Maker and its Subsidiaries as of the end of each of the first three fiscal quarters of each fiscal year thereafter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year.

          The occurrence of any one or more of the following events with respect to the Maker shall constitute an event of default (“Event of Default”) hereunder:

     (a) Failure to pay, when due, the principal or any interest payable hereunder, and continuance of such failure for fifteen (15) business days after the Holder notifies the Maker thereof in writing; provided, however, that the exercise by the Maker in good faith of its right of setoff pursuant to this Note, whether or not ultimately determined to be justified, shall not constitute an Event of Default;

     (b) The admission by the Maker in writing of its inability to pay its debts as such debts become due, or the making by the Maker of any general assignment for the benefit of creditors;

     (c) The commencement by the Maker of any case, proceeding, or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization, or relief of debtors, or seeking appointment of a receiver, trustee, custodian, or other similar official for it or for all or any substantial part of its property; or

     (d) The commencement of any case, proceeding, or other action against the Maker seeking to have any order for relief entered against the Maker as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition of the Maker or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors, or seeking appointment of a receiver, trustee, custodian, or other similar official for the Maker or for all or any substantial part of the property of the Maker, and (i) the Maker shall, by any act or omission, indicate its consent to, approval of, or acquiescence in such case, proceeding, or action, or (ii) such case, proceeding, or action results in the entry of an order for relief which is not fully stayed within seven (7) Business Days after the entry thereof, or (iii) such case, proceeding, or action remains undismissed for a period of sixty (60) days or more or is dismissed or suspended only pursuant to Section 305 of the United States Bankruptcy Code or any corresponding provision of any future United States bankruptcy law.

          Subject to the subordination provisions of the Subordination Agreement, upon the occurrence of any such Event of Default hereunder, the entire principal amount hereof, and all accrued and unpaid interest thereon, shall, at the option of the Holder, be accelerated, and shall thereupon become immediately due and payable and the Holder shall be entitled to exercise any

5

one or more of the rights and remedies provided by applicable law; provided that in the case of clauses (b), (c) and (d) above, such acceleration shall occur automatically without demand or notice. Failure to exercise said option or to pursue such other remedies shall not constitute a waiver of such option or such other remedies or of the right to exercise any of the same in the event of any subsequent Event of Default hereunder.

          The Holder of this Note, by acceptance hereof, agrees that the Note and the indebtedness represented hereby, and the payment of principal of and all present and future interest hereon, is expressly subordinated and junior in right of payment to the prior payment in full of the Senior Debt (as defined in the Subordination Agreement).

          The Holder of this Note may at any time assign all (but not less than all) of its rights and obligations under this Note to an assignee; provided, however, that prior to June 1, 2008, the Holder may assign its rights and obligations under this Note to an assignee only upon (a) a consolidation or merger of the Holder with and into another entity or (b) a sale by the Holder of all or substantially all of its assets. Subject to the preceding sentence, this Note will be binding in all respects upon the Maker and inure to the benefit of the Holder and its successors and assigns.

          Any payment on this Note coming due on a Saturday, a Sunday, or a day which is a legal holiday in the place at which a payment is to be made hereunder shall be made on the next succeeding day which is a Business Day, and any such extension of the time of payment shall be included in the computation of interest hereunder.

          Except as explicitly provided herein, the Maker hereby waives presentment, protest, demand, notice of dishonor, and all other notices, and all defenses and pleas on the grounds of any extension or extensions of the time of payments or the due dates of this Note, in whole or in part, before or after maturity, with or without notice.

          No single or partial exercise by the Holder of any right hereunder shall preclude any other or further exercise thereof or the exercise of any other rights. No delay or omission on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note.

          This Note and all agreements between the Maker and the Holder relating hereto are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance or detention of money hereunder exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever fulfillment of any provision hereof, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstance the Holder shall ever receive interest, or anything which might be deemed interest under applicable law, which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal amount owing on account of this Note and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note, such excess shall be

6

refunded to the Maker. All sums paid or agreed to be paid to the Holder for the use, forbearance or detention of the indebtedness of the Maker to the Holder shall, to the extent permitted by applicable law, be deemed to be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and all other agreements between the Maker and the Holder.

          Except as otherwise provided in Exhibit A, this Note shall be governed by the laws of the State of New York, without regard to the conflicts of law principles that would result in the application of any law other than the law of the State of New York.

          Except as otherwise provided in this Note, including without limitation in Exhibit A, (a) all notices, communications and deliveries required or made pursuant to this Note shall be made in accordance with the procedures specified in Section 12.1 of the Purchase Agreement and (b) any dispute arising out of or relating to this Note shall be resolved in accordance with the procedures specified in Section 12.7 of the Purchase Agreement.

          This Note has been issued by the Maker pursuant to the Assignment Agreement, dated as of July 3, 2007, by and among Wireless Facilities, Inc., a Delaware corporation (“WFI”), the Holder and the Maker and, with respect to certain provisions thereof, Bank of America, N.A.. (the “Assignment Agreement”) in exchange for the “Note” assigned by WFI to the Holder pursuant to the Assignment Agreement.

7

          IN WITNESS WHEREOF, the Maker has executed this Note as of the date first set forth above.

LCC INTERNATIONAL, INC.
By:	/s/ LOUIS SALAMONE, JR.
	Name:	Louis Salamone, Jr.
	Title:	Executive Vice President, CFO

Acknowledged and Agreed
as of the date first set forth above:

SPCP GROUP, L.L.C.
By:	/s/ RICHARD PETRILLI
	Name: Richard Petrilli
	Authorized Signatory

Exhibit A

HOLDER REGISTRATION RIGHTS

     1. Certain Definitions.

     Capitalized terms used herein which are defined in the main text of this Note shall have the meanings set forth in therein, unless otherwise defined herein. As used in this Exhibit A, the following terms shall have the following meanings:

     “Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person.

     “Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

     “Common Stock” means the Maker’s Common Stock.

     “Company” means LCC International, Inc., a Delaware corporation.

     “Investors” means the Holder and any Affiliate or permitted transferee of any Holder who is a subsequent holder of any Registrable Securities.

     “Person” means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or governmental entity.

     “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

     “Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

     “Register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document.

     “Registrable Securities” means (i) the Shares, and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided, that, a security shall cease to be a Registrable Security (A) upon sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) at such time that all such securities are eligible for sale by the Investors pursuant to Rule 144(k).

     “Registration Statement” shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Exhibit A (including the Registration Statement referred to in Section 2 of this Exhibit A), amendments and supplements to such Registration Statement(s), including the Prospectus, post-effective amendments, all exhibits and all material filed and incorporated by reference in such Registration Statement.

     “Required Investors” mean the Investors holding a majority of the Registrable Securities.

     “Rule 144”, “Rule 144(k)”, “Rule 172”, “Rule 401”, “Rule 415”, “Rule 416”, “Rule 424(b)(3)”, “Rule 429” and “Rule 461” mean Rule 144, Rule 144(k), Rule 172, Rule 401, Rule 415, Rule 416, Rule 424(b)(3), Rule 429 and Rule 461, respectively, each as promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

     “SEC” means the U.S. Securities and Exchange SEC.”

     “Shares” means the shares of Common Stock issued pursuant to this Note.

     2. Registration.

          (a) Registration Statement. Within 45 days following the delivery by an Investor of an Election Notice with respect to any Shares (the “Filing Deadline”), the Company shall prepare and file with the SEC a registration statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. Such registration statement shall be on Form S-3 or on such other form appropriate for such purpose (the “Registration Statement”) and shall include the plan of distribution attached hereto as Schedule 1. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors, except for shares of Common Stock held by the Company’s stockholders having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company prior to the date of this Note (the “Piggyback Shares”); provided, however, that the inclusion of any Piggyback Shares on the Registration Statement shall not result in the exclusion of the Registrable Securities from any such Registration Statement. A copy of the initial filing of the Registration Statement (and each pre-effective amendment thereto) shall be provided to the Investors and their counsel prior to filing.

          (b) Expenses. The Company will pay all expenses incurred by it associated with the Registration Statement or incident to its performance or compliance with this Exhibit A, including filing and printing fees, the Company’s counsel and accounting fees and expenses, NASD (as defined below) and Nasdaq filing fees, and costs associated with clearing the Registrable Securities for sale under applicable state securities laws, but the Company shall not be liable for fees and expenses incurred by the Investors (including any Investors’ counsel fees), or any discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being offered unless such underwriter, broker or similar industry professional is engaged at the sole election of the Company.

2

          (c) Effectiveness.

          (i) The Company shall use reasonable best efforts to have the Registration Statement declared effective prior to 45 days following the Filing Deadline; provided, however, that, if the SEC reviews and has written comments to the filed Registration Statement that would require the filing of a pre-effective amendment thereto with the SEC, then the date under this clause (c)(i) shall be the 75^th day following the Filing Deadline. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

          (ii) For not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section, if such disclosure at the time is not, in the good faith opinion of the Company, in the best interests of the Company (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Investors in writing of the existence of (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use reasonable best efforts to terminate an Allowed Delay as promptly as practicable.

     3. Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible (but subject to Section 2(c)(ii) of this Exhibit A):

          (a) (i) furnish to the Investors, copies of all such documents proposed to be filed, which documents will be subject to their review of such Investors, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, to conduct a reasonable review of such documents. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Securities shall reasonably object in writing within three (3) Business Days of their receipt thereof.

          (b) respond as promptly as possible to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Investors true and complete copies of all correspondence from and to the SEC relating to the Registration Statement.

          (c) notify the Investors as promptly as possible (and, in the case of (i)(A) below, not less than three (3) days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than two (2) Business Days following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) when the SEC notifies the Company whether there will be a

3

“review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any Proceedings for that purpose; (iv) if at any time any of the representations and warranties of the Company contained in any agreement contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation of any Proceeding for such purpose; and (vi) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (d) if requested by the Required Investors, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

          (e) promptly deliver to each Investor, without charge, at least one conformed copy of the Registration Statement and as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request

          (f) cooperate with the Investors to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to a Registration Statement, which certificates, to the extent permitted by applicable federal and state securities laws, shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Investor may request in connection with any sale of Registrable Securities.

          (g) use reasonable best efforts to cause such Registration Statement to become effective and, to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144(k) (and the Company shall use reasonable best efforts to provide a written opinion letter from Company

4

counsel to the Company’s transfer agent to such effect and to remove the restrictive legend from the certificates of the Registrable Securities) (the “Effectiveness Period”) and advise the Investors in writing when the Effectiveness Period has expired;

          (h) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby in accordance with the intended method of disposition as set forth in the Registration Statement, Prospectus or Prospectus supplement;

          (i) use reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness or qualification or exemption of qualification and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

          (j) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with the Investors and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investors, to keep such registration or qualification effective during the Effective Period and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(j), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(j), or (iii) file a general consent to service of process in any such jurisdiction;

          (k) use reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;

          (l) promptly notify the Investors, at any time when a Prospectus relating to Registrable Securities is required to be delivered under the 1933 Act (including during any period when the Company is in compliance with Rule 172), upon discovery that, or upon the happening of any event as a result of which, the Registration Statement (including the Prospectus), as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC pursuant to Rule 172 and furnish to such holder a supplement to or an amendment of such Prospectus or post-effective amendment to such Registration Statement (and have it declared effective as promptly as practicable) as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

5

          (m) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Investors promptly if the Company no longer satisfies the conditions of Rule 172 and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earning statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(m), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and

          (n) upon written notice from an Investor that such Investor has a legal obligation to make a filing with the National Association of Securities Dealers, Inc. (“NASD”) Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) with respect to the public offering contemplated by the Registration Statement (an “Issuer Filing”), the Company agrees it will effect such filing prior to the later to occur of the expiration of five days after receipt of the written notice on each of which days shares of Common Stock have been trading on the principal exchange on which such shares are trading at such time (each, a “Trading Day”) after receipt of the written notice and one Trading Day after the date that the Registration Statement is first filed with the SEC. The Company shall use reasonable best efforts to pursue the Issuer Filing until the NASD issues a letter confirming that it does not object to the terms of the offering contemplated by the Registration Statement. The Company will pay any filing fees and expenses in connection with the Issuer Filing.

          (o) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, and (B) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

     4. Due Diligence Review; Information.

          (a) Subject to paragraph (b) of this Section 4, upon reasonable prior notice, the Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be

6

affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all filings of the Company with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors, employees and independent accountants, within a reasonable time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.

          (b) Except as otherwise provided in the Note, the Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

     5. Obligations of the Investors.

          (a) Each Investor shall promptly furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An Investor shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities included in the Registration Statement.

          (b) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay or (ii) the happening of an event pursuant to Section 3(c)(vi) hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Investor is advised by the Company that the Allowed Delay has terminated or that the Registration Statement or Prospectus, as the case may be, no longer contains any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

7

     6. Indemnification.

          (a) Indemnification by the Company. To the fullest extent permitted by law, the Company will indemnify and hold harmless each Investor and its officers, directors, members, partners, employees, attorneys and agents, successors and assigns, and each other Person, if any, who controls such Investor within the meaning of the 1933 Act or Section 20 of the 1934 Act (and their officers, directors, partners, members and employees), against any losses, claims, damages, expenses, costs (including reasonable attorney fees) or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages, expenses, costs or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and each such officer, director or member and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, which reimbursement shall be made as such expenses are incurred if such Investor has delivered a written undertaking to the Company to repay such reimbursement promptly following any final determination that such Investor was not entitled thereto; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling Person in writing specifically for use in such Registration Statement or Prospectus.

          (b) Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each Person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and reasonable expense (including reasonable attorney fees) resulting from any untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to

8

the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

          (c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation, does not impose any injunction or similar restriction on such indemnified party and does not include a statement as to or an admission of fault, liability, culpability or failure to act with respect to any law by an indemnified party.

          (d) Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such indemnifying, party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The

9

parties hereto agree that it would not be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the foregoing equitable considerations. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

          (e) The obligations of the Company and the Investors under this Section 6 shall survive the completion of any offering of Registrable Securities in a Registration Statement filed pursuant to the terms of this Exhibit A.

     7. Miscellaneous.

          (a) Amendments and Waivers. This Exhibit A may be amended, modified or waived only by a writing signed by the Company and the Required Investors; provided that if any such amendment, modification or waiver would adversely affect in any material respect any Investor or group of Investors who have comparable rights under this Exhibit A disproportionately to the other Investors having such comparable rights, such amendment, modification, or waiver shall also require the written consent of the Investor(s) so adversely affected.

          (b) Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 12.1 of the Purchase Agreement.

          (c) Assignments and Transfers by Investors. The provisions of this Exhibit A shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more Persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such Person, provided that (i) after such assignment or transfer, such Person holds at least twenty-five percent (25%) of the Registrable Securities, (ii) such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected and (iii) the transferee agrees in writing to be bound by this Exhibit A as if it were a party hereto; provided, however, that the limitation set forth in subsection (c)(i) shall not apply to assignments or transfers to a subsidiary, parent or affiliate of the Investor.

          (d) Assignments and Transfers by the Company. This Exhibit A may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or

10

other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

          (e) Benefits of this Exhibit A. The terms and conditions of this Exhibit A shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Exhibit A , express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Exhibit A, except as expressly provided in this Exhibit A.

          (f) Titles and Subtitles. The titles and subtitles used in this Exhibit A are used for convenience only and are not to be considered in construing or interpreting this Exhibit A.

          (g) Severability. Any provision of this Exhibit A that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

          (h) Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

          (i) Entire Agreement. This Exhibit A is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Exhibit A supersedes all prior agreements and understandings between the parties with respect to such subject matter.

          (k) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Exhibit A shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof, provided, however, that corporate matters shall be governed by the Delaware General Corporation Law. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Exhibit A and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Exhibit A. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably

11

waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS EXHIBIT A AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

          (l) Obligations of Investors. The Company acknowledges that the obligations of each Investor under this Exhibit A are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Exhibit A. The decision of each Investor to enter into to this Exhibit A has been made by such Investor independently of any other Investor. The Company further acknowledges that nothing contained in this Exhibit A, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Exhibit A, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.

12

Schedule 1

Plan of Distribution

     The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

     The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; and

• a combination of any such methods of sale.

     The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the 1933 Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as

13

selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

     In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

     The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

     The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the 1933 Act, provided that they meet the criteria and conform to the requirements of that rule.

     The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the 1933 Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the 1933 Act will be subject to the prospectus delivery requirements of the Securities Act.

     To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

     In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

14

     We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the 1934 Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, the Company has advised each Selling Stockholder that the Commission currently takes the position that coverage of short sales “against the box” prior to the effective date of the registration statement of which this prospectus is a part would be a violation of Section 5 of the Securities Act, as described in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporate Finance. Further, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

     We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the 1933 Actand state securities laws, relating to the registration of the shares offered by this prospectus.

     We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act.

15

EX-10.47

Exhibit 10.47

AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT

     THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is executed as of August 2, 2007, by and among LCC International, Inc., a Delaware corporation (the “Corporation”), RF Investors, L.L.C., a Delaware limited liability company (“RF Investors”), and The Raj and Neera Singh Charitable Foundation, Inc. (the “Foundation”). Terms used but not defined herein shall have the meanings ascribed to them in the Agreement (defined below).

WITNESSETH:

     WHEREAS, on December 22, 2006 RF Investors transferred Four Million (4,000,000) shares of Class B common stock, par value $.01 per share, of the Corporation (“Class B Common Stock”) to the Foundation;

     WHEREAS, pursuant to the terms of the Restated Certificate of Incorporation of the Corporation, (i) such transferred shares of Class B Common Stock were converted into shares of Class A common stock, par value $.01 per share, of the Corporation (“Class A Common Stock”), and (ii) the balance of 400,000 shares of Class B Common Stock owned by RF Investors was converted into shares of Class A Common Stock;

     WHEREAS, following the transfer of Class B Common Stock by RF Investors to the Foundation, no shares of Class B Common Stock are outstanding;

     WHEREAS, MCI Telecommunications Corporation, a Delaware corporation (“MCI”), no longer owns any securities of the Corporation which are subject to the Registration Rights Agreement, dated as of July 25, 1996, as amended (the “Agreement”), by and among the Corporation, RF Investors and MCI;

     WHEREAS, the parties to this Amendment wish to amend the Agreement to provide for the addition of the Foundation as a party to the Agreement, the removal of MCI as a party to the Agreement, the deletion of all references to Class B Common Stock, and to make certain other changes to the registration rights provided for in the Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1. Effectiveness. This Amendment shall be effective as of December 22, 2006.

     2. Definitions.

          (a) Section 1.1 of the Agreement is hereby amended by adding the following definitions:

               “Foundation” means The Raj and Neera Singh Charitable Foundation, Inc.

               “Foundation Shareholder” means the Foundation and any successor or permitted assignee of any of its rights hereunder that holds Registrable Securities.

          (b) The definitions of “Common Stock,” “LCC Shareholders,” “Registrable Securities” and “RF Investors Shareholders” set forth in Section 1.1 of the Agreement are hereby amended and restated in their entirety to read as follows:

               “Common Stock” means the Class A Common Stock.

               “LCC Shareholders” means the RF Investors Shareholders and the Foundation Shareholder.

               “Registrable Securities” means all shares of Class A Common Stock held at the relevant time by an LCC Shareholder, and any other issued or issuable shares of Class A Common Stock held by an LCC Shareholder at the relevant time, either at the time of initial issuance or subsequently, by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when (i) they have been transferred in a public offering registered under the Securities Act, (ii) they have been transferred in a sale made through a broker, dealer or market-maker pursuant to Rule 144 promulgated under the Securities Act, or (iii) the holder thereof is able to sell such securities under Rule 144(k) of the Securities Act. For purposes of this Agreement, an LCC Shareholder will be deemed to be a holder of Registrable Securities whenever such LCC Shareholder has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions of limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

               “RF Investors Shareholders” means RF Investors and any successor or permitted assignee of any of its rights hereunder, other than any Foundation Shareholder with respect to the Class A Common Stock transferred to the Foundation on December 22, 2006.

          (c) The definitions of “Class B Common Stock” and “MCI Shareholders” set forth in Section 1.1 of the Agreement are hereby deleted in their entirety

-2-

     3. Amendment to Section 1.2. The second sentence of Section 1.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

               “The Corporation shall be obligated only to register Registrable Securities pursuant to this Section 1.2 on a total of two (2) occasions for the Foundation Shareholder and on one (1) occasion for the RF Investors Shareholders; provided however, that such obligation shall be deemed satisfied only when a registration statement covering at least 85% of all shares of Registrable Securities specified in the Registration Request shall have become effective (unless such LCC Shareholder has withdrawn such request, in which case such registration requested to be withdrawn shall not be counted in determining whether the Corporation’s obligation to effect two (2) registrations for the Foundation Shareholder and one (1) registration for the RF Investors Shareholders, as applicable, has been fulfilled) and such registration statement shall have been continuously effective for 120 days or until all shares thereby have been sold, if earlier.”

     4. Amendment to Section 1.4(a). Section 1.4(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

          “Registration Procedures. If and whenever the Corporation is required to use its best efforts to effect or cause the registration of any shares under the Securities Act as provided in this Agreement, the Corporation shall, as expeditiously as possible:

     (a) use its best efforts to prepare and file with the SEC within 90 days after receipt of a Registration Request for registration with respect to such shares, a registration statement on any form for which the Corporation then qualifies or which counsel for the Corporation shall deem appropriate and which form shall be available for the sale of the shares in accordance with the intended methods of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided that before filing with the SEC a registration statement or prospectus or any amendments or supplements thereto, the Corporation will (i) furnish to one counsel selected by the selling RF Investors Shareholders and one counsel selected by the selling Foundation Shareholder copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel and (ii) notify each selling LCC Shareholder of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;”

     5. Amendment to Section 1.6. Section 1.6 of the Agreement is hereby amended and restated in its entirety to read as follows:

          “Expenses. The Corporation shall, whether or not any registration statement pursuant to this Agreement shall become effective under the Securities Act, pay all expenses incident to its performance of or compliance with this Agreement, including without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Corporation and all independent public accountants

-3-

(including the expenses of any audit or “cold comfort” letter) and other Persons retained by the Corporation, the reasonable fees and disbursements of one counsel retained by the RF Investors Shareholders and one counsel retained by the Foundation Shareholder and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding underwriting commissions and discounts). In all cases, any allocation of Corporation personnel or other general overhead expenses of the Corporation or other expenses for the preparation of financial statements or other data normally prepared by the Corporation in the ordinary course of its business shall be borne by the Corporation.

     6. Amendment to Section 1.9. Section 1.9 of the Agreement is hereby amended and restated in its entirety to read as follows:

     “Transfer of Registration Rights; Successors and Assigns. The RF Investors Shareholder may transfer or assign its rights hereunder, in whole or in part, but only to a purchaser or other transferee of its Registrable Securities. The Foundation may not transfer or assign any of its rights hereunder. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. If any LCC Shareholder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be entitled to receive the benefits hereof and shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof.”

     7. Amendment to Section 1.12. Section 1.12 of the Agreement is hereby amended and restated in its entirety to read as follows:

          “Notices. All notices and other communications (collectively, “notices”) provided for or permitted to be given under this Agreement shall be in writing and shall be given by depositing the notice in the United States mail, addressed to the party to be notified, postage paid and registered or certified with return receipt requested, or by such notice being delivered in person or by facsimile communication to such party. Unless otherwise expressly set forth herein, notices given or served pursuant hereto shall be effective upon receipt by the party to be notified. All notices to be sent to a party hereto shall be sent to or made at the address set forth below, or such other address as that party may specify by notice to the other parties.

(a) if to the Company:

LCC International, Inc.
7900 Westpark Drive, Suite A-315
McLean, VA 22102
Telephone: 703-873-2000
Telecopier: 703-873-2300
Attention: President

-4-

(b) if to RF Investors:

RF Investors, L.L.C.
201 N. Union Street, Suite 360
Alexandria, VA 22314
Telephone: 709-519-3282
Attention: President

(c) if to the Foundation:

The Raj and Neera Singh Charitable Foundation, Inc.
201 N. Union Street, Suite 360
Alexandria, VA 22314
Telephone: 709-519-3282
Attention: President

     8. New Section 1.23. The Agreement is hereby amended by adding the following new Section 1.23:

     “1.23 Termination. This Agreement shall terminate with respect to any LCC Shareholder immediately on the first date on which such LCC Shareholder ceases to hold any Registrable Securities.”

     9. Miscellaneous. This Amendment shall not constitute an amendment or modification of any provision of the Agreement not expressly referred to herein. Except as expressly set forth in this Amendment, the terms, provisions and conditions of the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in counterparts, all of which shall together constitute a single agreement.

     10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[signature pages follow]

-5-

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth in the first paragraph hereof.

CORPORATION: LCC INTERNATIONAL, INC.
By:	/s/ PETER A. DELISO
	Name:	Peter A. Deliso
	Title:	SVP, New Ventures

RF INVESTORS: RF INVESTORS, L.L.C.
By:	/s/ SERGE G. MARTIN
	Name:	Serge G. Martin
	Title:	Vice President

FOUNDATION: THE RAJ AND NEERA SINGH      CHARITABLE FOUNDATION, INC.
By:	/s/ SERGE G. MARTIN
	Name:	Serge G. Martin
	Title:	Vice President & Director

-6-

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
LCC International, Inc. and subsidiaries:

We consent to the incorporation by reference in the registration statements (No. 333-17803, No. 333-86207, No. 333-40702, No. 333-97835 and No. 333-133970) on Form S-8 of LCC International, Inc. of our reports dated December 11, 2007, with respect to the consolidated balance sheets of LCC International, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, shareholders’ equity and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2006, and related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting as of December 31, 2006, which reports appear in the December 31, 2006 annual report on Form 10-K of LCC International, Inc and subsidiaries.

Our report with respect to the consolidated financial statements refers to the adoption, effective January 1, 2006, by LCC International, Inc. and subsidiaries of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment.

Our report dated December 11, 2007, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006, expresses our opinion that LCC International, Inc. and subsidiaries did not maintain effective internal control over financial reporting as of December 31, 2006 because of the effect of the material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that there were material weaknesses resulting from 1) the Company’s ineffective entity-level policies and procedures for monitoring the effectiveness of control activities that relate to individual accounts and classes of transactions, and 2) ineffective policies and procedures for the accrual of costs related to the Company’s operations in Algeria and the related supervisory review.

Our report with respect to management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006, excludes an evaluation of the internal control over financial reporting of Detron Belgium, a company acquired on December 29, 2006.

KPMG LLP

McLean, Virginia
December 11, 2007

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Dean J. Douglas, certify that:

1. I have reviewed this annual report on Form 10-K of LCC International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Dean J. Douglas

Dean J. Douglas

President and Chief Executive Officer

December 11, 2007

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Louis Salamone, Jr., certify that:

1. I have reviewed this annual report on Form 10-K of LCC International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Louis Salamone, Jr.

Louis Salamone, Jr.

Executive Vice President and Chief Financial Officer

December 11, 2007

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of LCC International, Inc. (the “Company”), hereby certifies, to such officer’s knowledge that:

(a) the Annual Report on Form 10-K for the year ended December 31, 2006 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Dean J. Douglas

Dean J. Douglas

President and Chief Executive Officer

December 11, 2007

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of LCC International, Inc. (the “Company”), hereby certifies, to such officer’s knowledge that:

(a) the Annual Report on Form 10-K for the year ended December 31, 2006 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Louis Salamone, Jr.

Louis Salamone, Jr.

Executive Vice President and Chief Financial Officer

December 11, 2007