CHICAGO TITLE COMPANY
110 W. Taylor Street, San Jose, California 95110-2131
(408)292-4212    Fax (    )    -

December 16, 1999

Craig Hoxsie, Director of Facilities
Spectrian
350 W. Java Drive
Sunnyvale, California 94089

Property: 165 Gibraltar Court, Sunnyvale, California 94089
Escrow No: 000834187 SEL

Dear Mr. Hoxsie:

In connection with the above  referenced  escrow,  which closed on 12/16/99,  we
enclose the following:

     Certified copy of closing statements
     Copy package of signed documents

If we can provide any additional  information  or answer any  questions,  please
call.

Thank you for  choosing  Chicago  Title  Company.  We know you had a choice.  We
appreciate  your  business and look forward to assisting you with your next real
estate transaction.

Sincerely,
CHICAGO TITLE COMPANY

/s/ Sharon E. La Fountain

Sharon E. La Fountain
Senior Escrow Officer

                                      COPY
<PAGE>
                                BANK OF AMERICA
   Chicago Title         MORTGAGE WAREHOUSE SERVICES SOUTH 5619    82119320
  COMMERCIAL DEPT.               POMONA, CA 91769
110 W. TAYLOR STREET               16-66/1220                      82119320
 SAN JOSE, CA 96110
  (408) 292-4212               ESC:   000834187 - 001

                                        DATE                     AMOUNT
                                      12/16/99              $****624,450.03

PAY  SIX HUNDRED TWENTY-FOUR THOUSAND FOUR HUNDRED FIFTY AND 03/100

                                                            CHICAGO TITLE
                                                         ESCROW TRUST ACCOUNT
                                                          VOID AFTER 90 DAYS
TO     ** Spectrian Corporation **
THE    ** Attn: Craig Hoxsie **              /s/ ????????????????
ORDER  ** 350 W. Java Drive **               -----------------------------------
OF     ** Sunnyvale, CA 94089**              /s/ ????????????????
                                             -----------------------------------

                         82119320 122000661 12357 19960

THE BACK OF THIS DOCUMENT CONTAINS AN ARTIFICIAL WATERMARK - HOLD AT AN ANGLE TO
VIEW

THIS REMITTANCE IS FOR ITEMS BELOW. IF NOT CORRECT PLEASE NOTIFY US PROMPTLY. NO
RECEIPT DESIRED.                                                        82119320

CHECK #: 000082119320 ESC #: 000834187-001 ORDER #: 000834187-SEL DATE: 12/16/99
BUYER:   Site One, LLC
SELLER:  Gibraltar Court Associates, LLC
PROPTY:  165 Gibraltar Court
PAYEE:   Spectrian Corporation

Sale Proceeds                                   624,450.03
                                               -----------
CHECK TOTAL                                    $624,450.03
<PAGE>
                             SPECTRIAN CORPORATION

                  CERTIFICATE OF INCUMBENCY AND AUTHORIZATION

     I,  Garrett  A.  Garrettson,  Chief  Executive  Officer  and  President  of
Spectrian Corporation, a Delaware corporation  ("Spectrian"),  hereby certify as
follows:

     1. Michael Angel is the duly elected and acting  Executive Vice  President,
Finance and Administration, Chief Financial Officer and Secretary of Spectrian.

     2. The  resolutions  attached  hereto as  Exhibit  A were duly and  validly
adopted at a meeting of the Board of Directors of  Spectrian  held  December 15,
1999 that was duly  noticed and at which a quorum of the members of the Board of
Directors was present.

     3. As such, Mr. Angel is duly  authorized to make,  execute and deliver the
agreement  on behalf of  Spectrian  in its  capacity as the  managing  member of
Gibraltar Court  Associates  LLC, a California  limited  liability  company (the
"Seller"),  for the sale of 165 Gibraltar  Court,  Sunnyvale,  California or any
other  document  delivered in connection  with the sale of such property and the
closing related  thereto was duly elected or appointed,  qualified and acting as
such officer at the respective times of the signing and delivery thereof and was
duly authorized to sign such document on behalf of the Seller and Spectrian, and
the  signature  of such person  appearing  on each such  document is the genuine
signature of such officer.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
<PAGE>
                           SALE OF 165 GIBRALTAR COURT

     The next item of business was a discussion of the Corporation's sale of the
premises  located at 165 Gibraltar  Court.  There was much discussion  among the
Board and members of the Board asked  several  questions  of  management.  After
discussion,  upon  motion  duly  made,  seconded  and  approved  by  all  of the
directors, the Board adopted the following resolutions:

RESOLVED: That the officers of the Corporation are hereby authorized,  empowered
and  directed to negotiate  the terms of a sale of the  premises  located at 165
Gibraltar  Court (the "Sale") on behalf of Gibraltar  Court  Associates LLC (the
"Seller")  and to take such  actions as  necessary  to complete the sale to Site
Development Services,  Inc., a California corporation (the "Buyer") and to enter
into and execute a sales  contract with the Buyer on behalf of this  Corporation
and the Seller.

RESOLVED  FURTHER:  That  the  actions  of the  officers  in  entering  into any
agreements,  negotiating any contracts or taking any other actions to facilitate
the Sale are hereby ratified and approved.

RESOLVED  FURTHER:  That  Michael  Angel,  Garrett A.  Garrettson  and any other
officer of the Corporation  selected by Messrs.  Angel and Garrettson are hereby
appointed  as  Attorneys-in-Fact  of  the  Corporation  in its  capacity  as the
managing  member of the  Seller  and in its own right to sign any  amendment  or
amendments to the contract to effect the Sale or any other documents required in
connection therewith.
<PAGE>
     IN WITNESS  WHEREOF,  I have signed this  Certificate  as of December  ___,
1999.

                                        By: /s/ Garrett A. Garrettson
                                           -------------------------------------
                                           Garrett A. Garrettson,
                                           Chief Executive Officer and President


     I, Michael Angel, the Executive Vice President, Finance and Administration,
Chief  Financial  Officer and  Secretary of  Spectrian,  do hereby  certify that
Garrett A. Garretson is the duly elected,  qualified and acting Chief  Executive
Officer  and  President  of  Spectrian  and that the  signature  of  Garrett  A.
Garrettson set forth above is his true and genuine signature.

     IN WITNESS  WHEREOF,  I have executed this  Certificate  as of December __,
1999.

                                        By: /s/ Michael Angel
                                           -------------------------------------
                                           Michael Angel, Executive Vice
                                           President, Finance and
                                           Administration, Chief Financial
                                           Officer and Secretary

[Signature   Page  For   Spectrian   Corporation's   Incumbency   and  Authority
Certificate]
<PAGE>
                                    EXHIBIT E

                           LEASE TERMINATION AGREEMENT

     THIS AGREEMENT is dated  _________________,  1999,  for reference  purposes
only, and is made between Gibraltar Court Associates,  LLC, a California limited
liability  company  ("Landlord"),   and  Spectrian  Corporation,   a  California
corporation ("Tenant"), with reference to the following facts:

          A.  Landlord and Tenant  entered into a Lease dated  February __, 1997
(the  "Lease"),  in which  Landlord  leased to Tenant,  and Tenant  leased  from
Landlord,  certain premises  commonly known as 165 Gibraltar  Court,  Sunnyvale,
California (the "Leased Premises").

          B. The  parties  wish to amend  and  terminate  the Lease as set forth
herein so that  Tenant can vacate the  Leased  Premises  within the time  period
provided in this Agreement and so that, following said termination, Landlord and
Tenant  can be  released  and  discharged  from  further  performance  of  their
respective obligations under the Lease.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

     1.  Termination  Date:  Paragraph  1.3 of the Lease and  Paragraph 1 of the
Lease Addendum shall be, and it hereby is, amended to provide that the effective
date of the  termination  of the  Lease  pursuant  to this  Agreement  shall  be
December 14, 1999 (the "Termination Date").

     2. Termination of Lease: On the Termination Date, the Leased Premises shall
be fully and finally surrendered and the Lease shall be terminated.

     3. Release of Liability:

          A.  Conditioned  on the  performance  by  Landlord  and  Tenant of the
provisions of this Agreement, and except as set forth in this Paragraph 3 and in
Paragraphs 5 and 6 below, on the Termination Date,  Landlord and Tenant shall be
fully  and  unconditionally   released  and  discharged  from  their  respective
obligations arising from or connected with the Lease;  provided,  however,  that
Tenant shall not be released from its  obligations  under the Lease to indemnify
Landlord.

          B. Tenant  warrants  and  represents  to Landlord  that Tenant has not
received any notice from any person of any claim for damages  resulting  from an
occurrence on the Leased Premises during the term of the Lease.

          C.  Except for the  liability  of Tenant  pursuant to the terms of the
Lease to indemnify Landlord for all claims resulting from events occurring prior
to the Termination  Date, and as otherwise set forth below, this Agreement shall
fully and finally  settle all demands,  charges,  claims,  accounts or causes of
action of any nature between Tenant and Landlord arising out of or in connection
with the Lease, including, without limitation, both known and unknown claims and

                                                                             -2-
<PAGE>
causes of action  arising  out of or in  connection  with the  Lease,  and shall
constitute a mutual  release by and between  Landlord and Tenant with respect to
the Lease.

          D. Each of the parties  expressly  waives the provisions of California
Civil Code Section 1542, which provides as follows:

          "A general  release does not extend to claims which the creditor  does
          not know or suspect to exist in his favor at the time of executing the
          release,  which  if known by him must  have  materially  affected  his
          settlement with the debtor."

     4. Condition of Leased  Premises:  On the Termination  Date,  Tenant shall,
unless otherwise agreed by Landlord, surrender possession of the Leased Premises
to  Landlord  in  the  condition  required  by  and  otherwise  pursuant  to the
provisions of the Lease.

     5. Final Computation of Additional Rent: As soon as reasonably  practicable
following the  Termination  Date,  Landlord  shall furnish to Tenant a statement
setting forth in reasonable detail any unpaid Additional Rent due for any period
preceding the Termination  Date.  Landlord shall thereupon  determine the amount
due from Tenant to Landlord, or from Landlord to Tenant, as the case may be, and
any such  payment from one party to the other shall be made within ten (10) days
after delivery by Landlord to Tenant of said statement, such that Landlord shall
receive  the entire  amount of Tenant's  Additional  Rent for such period and no
more.

     6. Representation of the Parties:  Each party hereto represents that it has
not made any assignment,  sublease, transfer, conveyance or other disposition of
the Lease,  or its  interest  in the Lease,  or any claim,  demand,  obligation,
liability, action or cause of action arising from the Lease.

     7. Voluntary Agreement: The parties hereto have read this Agreement and the
mutual releases contained in it and, on advice of counsel,  they have freely and
voluntarily entered into this Agreement.

     8.  Attorneys'  Fees: If either party commences an action against the other
party arising out of or in connection with this Agreement,  the prevailing party
shall be entitled to recover from the other party reasonable attorneys' fees and
costs of suit.

     9. Successors:  This Agreement shall be binding on and inure to the benefit
of the parties hereto and their respective heirs, successors and assigns.

                                                                             -3-
<PAGE>
     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties on
the dates set forth below opposite their respective signatures.

                                        TENANT:

Dated: December 15, 1999                Spectrian Corporation
                                        a California corporation

                                        By: /s/ Garrett A. Garrettson
                                           -------------------------------------
                                           Its: President & CEO


                                        By: /s/ Michael Angel
                                           -------------------------------------
                                           Its: Exec. VP & CFO


                                        LANDLORD:

Dated: December 15, 1999                Gibraltar Court Associates, LLC
                                        A California limited liability company

                                        By: /s/ ????????????
                                           -------------------------------------
                                           President, Green Valley Corporation
                                           Its: Partner

                                                                             -4-
<PAGE>
                              CHICAGO TITLE COMPANY

                ESTIMATED SELLER'S SETTLEMENT STATEMENT                 PAGE: 01

ESCROW NUMBER: 02970-000834187-001  ORDER NUMBER: 02970-000834187

CLOSING DATE: 12/15/99     CLOSER: Sharon LaFountain

BUYER: Site One, LLC

SELLER: Gibraltar Court Associates, LLC

PROPERTY: 165 Gibraltar Court, Sunnyvale, California 94089

                                               CHARGE SELLER     CREDIT SELLER
                                               -------------     -------------
Sales Price                                     $               $ 3,700,000.00

Loan Payoff to Fremont Investments & Loans       2,773,165.88
  Forwarding Fee                                        10.00
  Recon/Release Fee                                     65.00
  Statement Fee                                         60.00
  Interest to 12/17/99                              12,016.83

Prorations And Adjustments
  County Taxes from 12/15/99 to 01/01/00                              1,328.81
  Total amount $14,949.10 for 180 days

Total commission $222,000.00
  Wayne Mascia Associates 222,000.00
  Commission paid at Settlement                    222,000.00

Settlement or Closing Fee To
  Chicago Title Company                              1,250.00
Title Insurance To Chicago Title Company             5,896.00
Courier and Delivery Fees                               75.00
Recording Fees                                         100.00
City/County Tax/Stamps                               4,070.00

Secretary of State LLC Docs to Cal
  Title-Search, Inc.                                    48.00

Funds Due To Seller At Closing                     682,572.10
                                                -------------   --------------
TOTALS                                          $3,701,328.81   $ 3,701,328.81
                                                =============   ==============

       682,572.10

       (58,018.63)         8.5%             Gibraltar Court Assoc.
------------------
      $624,553.47          Net              Spectrian Corp.
<PAGE>
                             CHICAGO TITLE COMPANY
                          SELLER'S SETTLEMENT STATEMENT                 PAGE: 01

ESCROW NUMBER: 02970-000834187-001  ORDER NUMBER: 02970-000834187

CLOSING DATE: 12/15/99     CLOSER: Sharon LaFountain

BUYER: Site One, LLC

SELLER: Gibraltar Court Associates, LLC

PROPERTY: 165 Gibraltar Court, Sunnyvale, California 94089

                                               CHARGE SELLER     CREDIT SELLER
                                               -------------     -------------
Sales Price                                     $               $ 3,700,000.00

Loan Payoff to Fremont Investments & Loans       2,773,165.88
  Forwarding Fee                                        10.00
  Recon/Release Fee                                     65.00
  Statement Fee                                         60.00
  Interest to 12/17/99                              12,016.83

Prorations And Adjustments
  County Taxes from 12/15/99 to 01/01/00                              1,328.81
  Total amount $14,949.10 for 180 days

Total commission $222,000.00
  Wayne Mascia Associates 222,000.00
  Commission paid at Settlement                    222,000.00

Settlement or Closing Fee To
  Chicago Title Company                              1,250.00
Notary Fees to Notary Public                            60.00
Title Insurance To Chicago Title Company             5,896.00
Courier and Delivery Fees                               75.00
Recording Fees                                          70.00
City/County Tax/Stamps                               4,070.00

Secretary of State LLC Docs to Cal
  Title-Search, Inc.                                    48.00
Funds Due To Seller At Closing                     682,459.05
                                                -------------   --------------
TOTALS                                          $3,701,245.76   $ 3,701,245.76
                                                =============   ==============

                                                  CERTIFIED TO BE A TRUE
                                                       ???????  COPY

                                                  By:  /s/  ?????????
                                                       -----------------
                                                       CHICAGO TITLE CO.

<PAGE>
                             CHICAGO TITLE COMPANY
                       ESTIMATED SELLER'S SETTLEMENT STATEMENT          PAGE: 01

ESCROW NUMBER: 02970-000834187-001  ORDER NUMBER: 02970-000834187

CLOSING DATE: 12/15/99     CLOSER: Sharon LaFountain

BUYER: Site One, LLC

SELLER: Gibraltar Court Associates, LLC

PROPERTY: 165 Gibraltar Court, Sunnyvale, California 94089

                                               CHARGE SELLER     CREDIT SELLER
                                               -------------     -------------
Sales Price                                     $               $ 3,700,000.00

Loan Payoff to Fremont Investments & Loans       2,773,165.88
  Forwarding Fee                                        10.00
  Recon/Release Fee                                     65.00
  Statement Fee                                         60.00
  Interest to 12/17/99                              12,016.83

Prorations And Adjustments
  County Taxes from 12/15/99 to 01/01/00                              1,328.81
  Total amount $14,949.10 for 180 days

Total commission $222,000.00
  Wayne Mascia Associates 222,000.00
  Commission paid at Settlement                    222,000.00

Settlement or Closing Fee To
  Chicago Title Company                              1,250.00
Title Insurance To Chicago Title Company             5,896.00
Courier and Delivery Fees                               75.00
Recording Fees                                         100.00
City/County Tax/Stamps                               4,070.00

Secretary of State LLC Docs to Cal
  Title-Search, Inc.                                    48.00

Funds Due To Seller At Closing                     682,572.10*
                                                -------------   --------------
TOTALS                                          $3,701,328.81   $ 3,701,328.81
                                                =============   ==============

* 8.5% to Gibraltar Court Assoc.
Balance to Spectrian Corp. (net)                  /s/ Michael Angel
                                                  /s/ ?????????????
<PAGE>
                               ESCROW INSTRUCTIONS

TO: CHICAGO TITLE COMPANY, licensed by the California Department of Insurance

110 W. Taylor Street, San Jose, California 95110-2131
(408) 292-4212             Fax(408) 282-1404

Escrow No. 834187-SEL  Escrow Officer Sharon LaFountain   Date December 13, 1999

On or before the TIME LIMIT DATE of December 17, 1999

Gibraltar Court Associates,  LLC,  Seller(s),  herein will hand you a Grant Deed
conveying the property described herein to vestee named below.

Site One, LLC, Buyer(s) herein hands you herewith:

deposit in the amount of                                          $   300,000.00

and will hand you prior to date of close of escrow                $ 3,400,000.00

TO COMPLETE A TOTAL PURCHASE PRICE OF                            *$ 3,700,000.00

*together  with  fees  and  charges  as  set  forth  in the  attached  estimated
settlement statement.

which you are instructed to use when you can obtain a(n) ALTA Owners policy, and
any policy  required by Buyer's  Lender,  which policies of title insurance will
contain  the  insuring   clauses,   exceptions,   exclusions,   provisions   and
stipulations  customarily  contained in the printed provisions of such form with
liability  not  less  than $  3,700,000.00  describing  the  land in the City of
Sunnyvale, County of SANTA CLARA, State of California, described as:

All that  certain real  property  situated in the City of  Sunnyvale,  County of
Santa Clara, State of California, being more particularly described as follows:

All of Parcel 4, as said Parcel is shown upon that certain Map entitled, "Parcel
Map,  Being a  Resubdivision  of Parcel  A-2...in  Book 345 of Maps at Page 18",
which map was filed for  record in the Office of the  Recorder  of the County of
Santa Clara, State of California on October 17, 1974 in Book 347 of Maps at Page
31.

commonly known as: 165 Gibraltar Court, Sunnyvale, California 94089

showing the fee title

in said land vested in: Site One, LLC, A California Limited Liability Company

SUBJECT To

1. Second  Installment of Taxes for the fiscal year 1999/2000,  a lien,  payable
but not yet due.

2. The Lien of Supplemental  Taxes, if any,  assessed pursuant to the provisions
of Chapter 3.5 (commencing  with Section 75) of the Revenue and Taxation Code of
the State of California.

                                    (Page 1)
<PAGE>
                         ESCROW INSTRUCTIONS (Continued)

TO: CHICAGO TITLE COMPANY                                Escrow No.: 834187-SEL
                                                         Date: December 13, 1999

3.  Covenants,   conditions,   restrictions,   rights  of  way,   easements  and
reservations of record, if any, specifically, items no. 2-5, easement to record,
9 of the Preliminary Report 000834187, issued by Chicago Title Company, dated as
of 11/22/99.

PRORATE as of the close of escrow the following: taxes

BUYER  agrees to pay fees and charges as per the attached  estimated  settlement
statement.

SELLER   agrees  to  pay  fees  and  charges  as  per  the  attached   estimated
settlementstatement.

SUPPLEMENTAL TAXES

We understand that the current taxes may be increased  pursuant to a revaluation
by the assessor's office as follows:

Escrow holder shall not be concerned with, or liable for payment,  adjustment or
proration of,  Supplemental  Taxes assessed pursuant to Chapter 498, Statutes of
1983, State of California,  unless specifically  reflected on the Tax Assessor's
rolls.  All assessments not shown on the tax rolls are to be adjusted outside of
escrow.  The  title  policy  will  contain  an  exception  for  the  lien of any
assessment of Supplemental  Taxes assessed  pursuant to Chapter 498, Statutes of
1983.

UNLESS SAID SUPPLEMENTAL TAXES ARE SPECIFICALLY  REFLECTED ON THE TAX ASSESSOR'S
ROLLS, CHICAGO TITLE COMPANY SHALL NOT BE LIABLE OR RESPONSIBLE FOR THE PAYMENT,
ADJUSTMENT OR PRORATION OF THESE  SUPPLEMENTAL  TAXES, AS THEY ARE TO BE HANDLED
OUTSIDE OF ESCROW BY THE PARTIES AS THEY MAY DEEM NECESSARY.

PRELIMINARY CHANGE OF OWNERSHIP FORM:

Buyer will hand you before  close of escrow a completed  "Preliminary  Change of
Ownership Form" which you are instructed to file,  accompanied by the deed, with
the  County  Recorder.  It  is  understood  that  escrow  holder,  by  statutory
requirement,  may not complete  this form.  In the event you have not received a
completed form at least one day prior to close of escrow,  you are instructed to
proceed with the close of escrow and pay from funds deposited by buyer $20.00 to
the Recorder in lieu of providing said form for filing.

VESTING:

You are hereby  authorized and instructed to complete the buyer's vesting on the
deed  handed  you by the seller in  accordance  with the  buyer's  instructions,
notwithstanding  the fact that said  document  has  already  been  signed by the
sellers.

                                    (Page 2)
<PAGE>
                         ESCROW INSTRUCTIONS (Continued)

TO: CHICAGO TITLE COMPANY                                Escrow No.: 834187-SEL
                                                         Date: December 13, 1999

FIRE/HAZARD INSURANCE:

Any insurance coverage will be handled outside of escrow between the principals,
and you are not to be concerned therewith.

Sellers address after close:

Street Address:
               -----------------------------------------
City/State/Zip :
                ----------------------------------------

REFUNDS/PROCEEDS:

Seller's proceeds shall be handled as follows:

[ ] Call for pick up  (   )___-____

[ ] C/O my Real Estate Agent.

[ ] Mailed to our forwarding address.

[ ] Wired to my account.
    (IF FUNDS ARE TO BE WIRED, THE ATTACHED EXHIBIT "A" MUST BE COMPLETED).

[X] Other: Del. A. Spectrian
          ----------------------------------------------------------------------

                                    (Page 3)
<PAGE>
                               GENERAL PROVISIONS

TO: CHICAGO TITLE COMPANY                                Escrow No.: 834187-SEL
                                                         Date: December 13, 1999

1.   Time is of the  essence of these  instructions.  If this escrow is not in a
     condition  to close by the TIME  LIMIT  DATE as  provided  for  herein  and
     written  demand for  cancellation  is received by you from any principal to
     this escrow after said date,  you shall act in accordance  with paragraph 7
     of the General  Provisions.  If no  conflicting  instruction  or demand for
     cancellation  is made,  you will  proceed  to close  this  escrow  when the
     principals have complied with the escrow instructions.  In the event one or
     more of the General Provisions are held to be invalid, those remaining will
     continue  to  be  operative.  Any  amendments  of  or  supplements  to  any
     instructions  affecting  escrow must be in writing.  You are  authorized to
     order  demands  for,  and pay at the close of escrow  any  encumbrances  of
     record necessary to place title in the condition called for without further
     authorization. You are further authorized, prior to the close of escrow, to
     pay from funds on deposit any fees  necessary  to obtain any demand  and/or
     report as may be required in this escrow and at the close of escrow  charge
     the  parties as  appropriate.  The  principals  will hand you any funds and
     instruments  required  from each  respectively  to  complete  this  escrow.
     Interest  on any new  financing  may  begin  to  accrue  on the  date  loan
     funds/proceeds  are disbursed by the new lender, and borrower agrees to pay
     same in accordance with lender's instructions.

2.   You are  instructed to deliver and/or record all documents and disburse all
     funds  when you can  comply  with  these  instructions  and issue any title
     insurance policy as called for herein.  These  instructions,  together with
     any amendments  and/or  supplements,  may be executed in  counterparts  and
     together shall constitute one and the same document.  If these instructions
     relate to a sale,  and if there is no other written  agreement  between the
     parties pertaining  thereto,  buyer agrees to buy and seller agrees to sell
     upon  the  terms  and  conditions  hereof.  All  documents,   balances  and
     statements due the undersigned are to be mailed to the respective addresses
     shown herein,  unless  otherwise  directed.  In the event that any party to
     this escrow utilizes facsimile  transmitted  signed documents,  all parties
     hereby agree to accept and hereby  instruct the escrow  holder to rely upon
     such  documents  as if they bore  original  signatures.  Buyer  and  seller
     further  acknowledge that any documents to be recorded bearing non original
     (facsimile)  signatures  will not be accepted  for  recording by the county
     recorder.

3.   The phrase "close of escrow" (or COE) as used in this escrow means the date
     on which documents are recorded, unless otherwise-specified.

4.   Assume  a 30 day  month  in  any  proration  herein  provided,  and  unless
     otherwise  instructed,  you are to use  the  information  contained  in the
     latest available tax statement, including any supplemental taxes of record,
     rental  statement as provided by seller and  beneficiary's  or  association
     statements delivered into escrow for proration purposes.

5.   Upon close of escrow you are instructed to charge our  respective  accounts
     the costs  attributable  to each,  including  but not  limited  to costs as
     provided for herein  and/or in  accordance  with our  respective  estimated
     statements attached hereto and made a part hereof.

6.   Recordation of any instruments  delivered through this escrow, if necessary
     or proper for the issuance of the policy of title insurance  called for, is
     authorized.  No  examination  or  insurance  as to the amount or payment of
     personal property taxes is required unless specifically requested.

7.   If demand to cancel is submitted  after the Time Limit Date,  any principal
     so  requesting  you to cancel  this  escrow  shall file notice of demand to
     cancel in your office in writing.  You shall  within three (3) working days
     thereafter  mail by  certified  mail one copy of such notice to each of the
     other  principals  at the address  stated in this  escrow.  Unless  written
     objection  thereto is filed in your  office by a principal  within  fifteen
     (15) calendar days after the date of such  mailing,  you are  instructed to
     cancel this escrow.  If this is a sale escrow,  you may return the lender's
     papers and/or funds upon lender's demand.

8.   In the event that this escrow is canceled,  any fees or charges due Chicago
     Title Company including  cancellation fees and any expenditures incurred or
     authorized   shall  be  paid  from  funds  on  deposit   unless   otherwise
     specifically agreed to or determined by a court of competent  jurisdiction.
     Upon payment thereof, return documents and monies to the respective parties
     depositing  same,  or as  ordered  by the  court,  and  void  any  executed
     instruments.

9.   If there is no written  activity by a principal  to this escrow  within any
     six-month period after the Time Limit Date set forth herein,  Chicago Title
     Company may, at its option, terminate its agency obligation and cancel this
     escrow,  returning  all  documents,  monies  or other  items  held,  to the
     respective parties entitled thereto,  less any fees and charges as provided
     herein.

10.  If,  for any  reason,  funds are  retained  or  remain in escrow  after the
     closing date, you may deduct therefrom a reasonable charge as custodian, of
     not less than $25.00 per month, unless otherwise specified.

                                   (Continued)
<PAGE>
                               GENERAL PROVISIONS
                                   (Continued)

TO: CHICAGO TITLE COMPANY                                Escrow No.: 834187-SEL
                                                         Date: December 13, 1999

11.  In the event that you should receive or become aware of conflicting demands
     or claims with respect to this escrow,  or the rights of any of the parties
     hereto,  or any money or  property  deposited  herein,  you shall  have the
     absolute right at your option to discontinue  any or all further acts until
     such conflict is resolved to your satisfaction.

12.  In the event that any Offer to Purchase, Deposit Receipt, or any other form
     of Purchase  Agreement is deposited in this escrow,  you, as escrow holder,
     are not to be concerned with the terms of such document and are relieved of
     all responsibility in connection therewith. The foregoing is not applicable
     in any transaction in which Chicago Title has specifically agreed to accept
     an Offer to Purchase,  Deposit Receipt or other form of Purchase  Agreement
     as escrow instructions. In any event, you are not to be concerned or liable
     for items  designated as "memoranda" in these escrow  instructions nor with
     any other agreement or contract between the parties.

13.  The parties hereto, by execution of these instructions acknowledge that the
     escrow holder  assumes no  responsibility  or liability  whatsoever for the
     supervision  of any act or the  performance  of any  condition  which  is a
     condition subsequent to the closing of this escrow.

14.  In the absence of instructions to the contrary,  you are hereby  authorized
     to utilize wire services,  overnight, next day, or other expedited delivery
     services (as opposed to the regular U.S. Mail) and to charge the respective
     party's account accordingly.

15.  Concerning any real property  involved in this transaction you are released
     from and shall have no liability, obligation or responsibility with respect
     to (a)  withholding  of funds  pursuant  to  Section  1445 of the  Internal
     Revenue  Code of 1986 as  amended,  and to Sections  18662 and 18668 of the
     California  Revenue and Taxation  Code,  (b) advising the parties as to the
     requirements of said Section 1445,  (c) determining  whether the transferor
     is a foreign person or a non-resident under such Section, nor (d) obtaining
     a non foreign  affidavit or other  exemption  from  withholding  under said
     Sections nor otherwise making any inquiry  concerning  compliance with such
     Sections by any party to the transaction.

16.  If you pay a demand to pay in full a revolving line of credit or equityline
     loan, you are hereby instructed on my behalf and for my benefit, to request
     that  the  lender  issuing  said  demand  cancel  said  revolving  line  or
     equityline of credit.

17.  You are  authorized to furnish to any  affiliate of Chicago Title  Company,
     any attorney,  broker or lender identified with this transaction or any one
     acting on behalf of such lender any information,  instructions, amendments,
     statements,  or  notices  of  cancellation  given in  connection  with this
     escrow.  If any check  submitted to escrow is dishonored when presented for
     payment,   you  are  authorized  to  notify  all  principals  and/or  their
     respective agents of such non payment.

18.  All notices, change of instructions, communications and documents are to be
     delivered in writing to the office of Chicago Title  Company,  as set forth
     herein.

19.  All funds  received in this escrow  shall be  deposited  with other  escrow
     funds in one or more non-interest  bearing demand accounts of Chicago Title
     Company in any state or federal  bank or any state or federal  savings  and
     loan association ("the depository  institutions") and may be transferred to
     any other such accounts.

     The parties to this  escrow  acknowledge  that while these  accounts do not
     bear interest,  because of these and other banking  relationships  with the
     depository  institutions,  Chicago  Title  Company and its  affiliates  may
     receive  from  some of the  depository  institutions  an array  of  banking
     services,  accommodations or other benefits.  Chicago Title Company and its
     affiliates also may elect to enter into other business transactions with or
     obtain loans for  investment or other  purposes from some of the depository
     institutions. All of such services, accommodations and other benefits shall
     accrue, directly or indirectly, to Chicago Title Company and its affiliates
     and they shall have no  obligation to account to the parties to this escrow
     for the  value of such  services,  accommodations  or other  benefits.  A11
     disbursements  shall  be  made  by  Chicago  Title  Company  check,  unless
     otherwise instructed.

     Chicago Title Company shall not be responsible  for any delay in closing if
     funds  received  by escrow  are not  available  for  immediate  withdrawal.
     Chicago Title Company may, at its option,  require concurrent  instructions
     from all  principals  prior to  release  of any  funds on  deposit  in this
     escrow.

20.  You  are  authorized  to  destroy  or  otherwise  dispose  of any  and  all
     documents,   papers,   instructions,   correspondence  and  other  material
     pertaining to this escrow at the expiration of six (6) years from the close
     of escrow or cancellation  thereof,  without  liability and without further
     notice.

                                   (Continued)
<PAGE>
                               GENERAL PROVISIONS
                                   (Continued)

TO: CHICAGO TITLE COMPANY                                Escrow No.: 834187-SEL
                                                         Date: December 13, 1999

                                IMPORTANT NOTICE

Except  for wire  transfers,  funds  remitted  to this  escrow  are  subject  to
availability  requirements imposed by Section 1243.1 of the California Insurance
Code. CASHIER'S,  CERTIFIED or TELLER'S checks, payable to CHICAGO TITLE COMPANY
are generally  available for disbursement on the next business day following the
date of deposit.

Other  forms of  payment  may  cause  extended  delays  in the  closing  of your
transaction pursuant to the requirements imposed by State Law,

               (Wire transfer information available upon request)

ALL PARTIES TO THIS ESCROW  ACKNOWLEDGE  THAT  CHICAGO  TITLE  COMPANY  DOES NOT
PROVIDE  LEGAL  ADVICE  NOR HAS IT MADE ANY  INVESTIGATION,  REPRESENTATIONS  OR
ASSURANCES  WHATSOEVER  REGARDING  THE  LEGAL  ASPECTS  OR  COMPLIANCE  OF  THIS
TRANSACTION  WITH ANY TAX,  SECURITIES 0R ANY OTHER STATE OR FEDERAL LAWS. IT IS
RECOMMENDED  THAT  THE  PARTIES  OBTAIN  INDEPENDENT  LEGAL  COUNSEL  AS TO SUCH
MATTERS.

THE FOREGOING ESCROW  INSTRUCTIONS AND GENERAL PROVISIONS HAVE BEEN READ AND ARE
UNDERSTOOD AND AGREED TO BY EACH OF THE UNDERSIGNED.

GIBRALTAR COURT ASSOCIATES, LLC         Site One, LLC
A California Limited Liability
  Company

BY: Green Valley Corporation,           By: /s/  ???????????            12/13/99
    a California corporation               -------------------------------------
                                        Its: Manager
                                            ------------------------------------
By: /s/ ?????????????
   -------------------------------------
Its: President
    ------------------------------------

BY: Spectrian Corporation
    a California Corporation


By: /s/ Michael Angel
   -------------------------------------
Its: EVP & CFO
    ------------------------------------



Current Address:                        Current Address:

7O1 No. First Street                    1608 Club View Drive
San Jose, California 95112              Bakersfield, California 93309-0146





Telephone:                              Telephone:
          --------------------------              --------------------------
<PAGE>
                              REAL ESTATE REPORTING
                                  SOLICITATION

Date: November 2, 1999                               Escrow/Order No. 834187-SEL

You are required by law to furnish your correct taxpayer  identification number,
and other information to the "Settlement  Agent" as defined in Section 604(e) of
the Internal Revenue Code, for purposes of 1099S  information  reporting on real
estate transactions. Accordingly, information regarding this transaction will be
sent to the Internal  Revenue Service and State Franchise Tax Board.  Failure to
provide the settlement agent, Chicago Title Company,  with your correct taxpayer
identification  number could result in civil or criminal penalties as imposed by
law.  Should  you  have  any  questions  regarding  the  information   reporting
requirements of this section, you are advised to consult with your attorney, tax
advisor or the Internal Revenue Service.

SELLER'S NAME: (enter surname first)

(1) Gibraltar Court Associates, LLC

(2)

SELLER'S ADDRESS AFTER CLOSE:

(3) 711 N. First Street
(4) City:  San Jose
(5) State: CA                (6) Zip: 95110

TAXPAYER IDENTIFICATION NUMBER: (for the name shown at line (1) above)

Employer Identification Number: (7) 77-0452166

-OR-

Social Security Number: (8) ___/__/____

                       ALLOCATION FOR MULTIPLE TRANSFERORS

If you are ONE of  multiple  transferors/sellers  in this  transaction,  you can
choose  to  allocate  your  individual  share  of  "Gross  Proceeds"  for  1099S
reporting.  (i.e. 50% share or interest) Transferors who are husband and wife at
the time of closing, may be treated as a single transferor.  Complete one of the
following selections:

For 10995  reporting  purposes,  the  allocation to be used on my behalf in this
transaction is:

     (a)_________________% share of the total gross proceeds

                                      -OR-

     (b) The amount of $________________________________.

NOTE:  If, at the closing,  there is an  unresolved  conflict of the  allocation
between  multiple  transferors or the combined  allocations do not total 100% of
the  reportable  gross  proceeds,  the settlement a agent must report the ENTIRE
gross proceeds for EACH transferor on each return of information  required to be
filed.  No subsequent  corrections  or amended 1099S forms will be issued to the
transferors under these conditions.

                                  CERTIFICATION

Under  penalties of perjury,  I/we certify that the number shown on this form is
my correct taxpayer  identification number.  Gibraltar Court Associates,  LLC, A
California Limited Liability Company

BY :/s/  ????????????                             Date 12/15/99
BY: /s/ Michael Angel                             Date 12/15/99
<PAGE>
CHICAGO TITLE COMPANY
110 W. Taylor Street, San Jose, California 95110-2131
(408) 292-4212       Fax (408) 282-1404

                       CERTIFICATION OF NON-FOREIGN STATUS
                            BY INDIVIDUAL TRANSFEROR
                                    (S 1445)

Section 1445 of the Internal Revenue Code provides that a transferee  (buyer) of
a U.S. real property interest must withhold tax if the transferor  (seller) is a
foreign person. To inform the transferee  (buyer) that withholding of tax is not
required upon my disposition of a U.S. real property interest,

I/WE Gibraltar Court Associates, LLC

hereby certify the following:

     1.   The real  property  interest  being  transferred  by me consists of an
          interest in the real property  commonly known as:
                              165 Gibraltar Court
                              Sunnyvale, California 94089

     2.   I am not a nonresident alien for purposes of U.S. income taxation.

     3.   My U.S.  tax  payer  identification  number  (Social Security  Number)
          is: 77-0452166

     4.   My home address is:  711 N. First St.
                               San Jose, CA 95110

I understand that this  certification  may be disclosed to the Internal  Revenue
Service by the transferee and that any false statement I have made here could be
punished by fine, imprisonment, or both.

UNDER PENALTIES OF PERJURY I DECLARE THAT I HAVE EXAMINED THIS CERTIFICATION AND
TO THE BEST OF MY KNOWLEDGE AND BELIEF IT 1S TRUE, CORRECT, AND COMPLETE.

Dated: 12/15/99

GIBRALTAR COURT ASSOCIATES, LLC a California limited liability corporation

By: Green Valley Corporation, a California corporation

By: /s/ ????????????????
Its: President

By: Spectrian Corporation, a California corporation

By: /s/ Michael Angel
Its: EVP & CFO


NOTE:   For  further   information   furnished   concerning  the  form  of  this
certification, see Temp. Reg 1.1445-T(b), (2).
<PAGE>
YEAR      ORDER NO. 834187 - LM                                  CALIFORNIA FORM
          Withholding Exemption Certificate for                      590-RE
          Real Estate Sales (For use by sellers of California real estate)

File this form with your withholding agent or buyer.    Withholding agent's name

Seller's name

Gibraltar Court Associates LLC

Seller's address (number and street)

711 N. First St.

City                                 State                             Zip code

SJ                                                                      95110

Read the following carefully and check the box that applies to the seller:

[ ] Certificate of Residency - Individuals:

     I am a resident of California and I reside at the address shown above.  See
     Page 2 for the definition of a resident.

[ ] Certificate of Principal Residence - Individuals:

     The California real property located at  _______________________  qualifies
     as my principal  residence within the meaning of the California Revenue and
     Taxation Code Section  17152.  See Page 2 for the definition of a principal
     residence.

[ ] Corporations:

     The above-named corporation has a permanent place of business in California
     at the address  shown above or is qualified  to do business in  California.
     See Page 2 for the definition of permanent place of business.

[ ] Partnerships:

     The  above-named  entity is a  partnership  and the  recorded  title to the
     property is in the name of the  partnership.  The  partnership  will file a
     California  return to report  the sale and will  withhold  on  foreign  and
     domestic  nonresident  partners  as  required.  Get FTB  Publication  1017,
     Nonresident Withholding - Partnership Guidelines for more information.

[X] Limited Liability Companies (LLCs):

     The above-named  entity is an LLC and the recorded title to the property is
     in the name of the LLC. The LLC will file a California return to report the
     sale and will  withhold  on foreign  and  domestic  nonresident  members as
     required. Get FTB Publication 1017,  Nonresident  Withholding - Partnership
     Guidelines, for more information.

[ ] Tax-Exempt Entities and Nonprofit Organizations:

     The above-named entity is exempt from tax under, California or federal law.

[ ] Irrevocable Trusts:

     At least one trustee of the above-named  irrevocable  trust is a California
     resident.  The trust will file a California  fiduciary return reporting the
     sale and will  withhold  when  distributing  California  source  income  to
     nonresident beneficiaries.

[ ] Certificate of Residency of Deceased Person - Estates:

     I am the executor of the above-named  person's estate.. The decendent was a
     California resident at the time of death. The estate will file a California
     fiduciary  return  reporting the sale and will  withhold when  distributing
     California source income to nonresident beneficiaries.

[ ] Bank:
     The  above-named  entity is a bank or a bank  acting as a  fiduciary  for a
     trust.

CERTIFICATE: Please complete and sign below.

Under  penalties  of perjury,  I hereby  certify that the  information  provided
herein is, to the best of my knowledge,  true and correct. If conditions change,
I will promptly inform the withholding agent.

Seller's name and title (type or print)
                                       -----------------------------------------

Seller's [ ] Social security number [ ] California corporation number
  or [ ] FEIN

     770452166

(NOTE:   Failure  to  provide  your  identification   number  will  render  this
certificate void.)

Seller's signature   /s/ Michael Angel                             Date 12/15/99
                  -------------------------------------------------

For Privacy Act Notice, see form FTB 1131 (Individuals only).
<PAGE>
FREMONT
INVESTMENT & LOAN

December 8, 1999

Sharon LaFountain                               Loan Number: 950113054
Chicago Title Company                           Account Name: Gibraltar Court
110 West Taylor Street                          Escrow Number: 834187-SEL
San Jose CA 95110                               Order Number: None Given

                                     DEMAND

In  accordance  with your  request,  please  consider this letter to represent a
formal summary of the amount for payment in full on the referenced loan:

Original Loan Amount                                           $3,200,000.00
Principal Balance                                               2,773,165.88
Daily Interest                                                        706.87
Interest owed if payoff received by 5 p.m. on 12/17/1999           12,016.83
Prepayment Penalty                                                      0.00
Demand Foe                                                             60.00
Forwarding Fee                                                         65.00
Other Fees                                                             10.00
         Fax Fee:

Please note that Fremont Investment & Loan will be closed on December 24, 27, 31
and January 3 for company holidays.

This demand is valid through  12/30/99  only.  Please  request an updated demand
from our office after this date.

Please add  interest at the daily rate from the  "Interest  Owed" dated above to
the date we  receive  the funds in our  office.  If the loan is  impounded,  the
impound  funds will be  refunded  directly to the  borrower  after the payoff is
received.

Payments  on this loan are due on the first of the month,  and the  borrower  is
responsible to keep payments current until the payoff is completed and funds are
received in our office, A late fee may accrue after the tenth of each month. Any
fees  that  may  accrue  that  are  not   reflected   on  this  demand  are  the
responsibility  of the  borrower  and  must be paid or the  payoff  will  not be
honored.

Please note that figures  will not be verified  over the  telephone.  An updated
demand may be requested by faxing a request to (714) 283-6799.

Please  forward your payoff check  directly to this  office.  Wire  instructions
follow  this  demand for your  reference.  Upon  receipt  of the funds,  we will
forward our Full Reconveyance to release our Note and Deed of Trust.

Sincerely,

/s/ Kimberly A. Banks
Kimberly A. Banks
Senior Customer Service Representative
Commercial Loan Service Department

COMMERCIAL LOAN SERVICE CENTER 175 N. Riverview Drive P.O. Box 08051 ANAHEIM, CA
92817-0851

                   Member FDIC Serving our members since 1937
<PAGE>
TO:      Chicago Title Company
         110 W. Taylor Street
         San Jose, California 95110-2131

ATTN:    Sharon E. La Fountain
RE:      Escrow No. 000834187

I/We hand you  herewith an executed  Utility  Easement  Agreement  which you are
hereby  authorized and instructed to record in the office of the Recorder of the
County of Santa Clara,  concurrently  with,  and prior to, the  recording of the
Grant  Deed from  Gibraltar  Court  Associates,  LLC and Site  One,  LLC for the
following described real property:

All that  certain real  property  situated in the City of  Sunnyvale,  County of
Santa Clara, State of California, being more particularly described as follows:

All of Parcel 4, as said Parcel is shown upon that certain Map entitled, "Parcel
Map,  Being a  Resubdivision  of Parcel  A-2...in  Book 345 of Maps at Page 18",
which map was filed for  record in the Office of the  Recorder  of the County of
Santa Clara, State of California on October 17, 1974 in Book 347 of Maps at Page
31.

GIBRALTAR COURT ASSOCIATES, LLC
a California limited liability company

BY: Green Valley Corporation
    a California corporation

BY:  /s/ ????????????????
Its: President


BY:  Spectrian Corporation
     a California corporation

BY: /s/ Michael Angel
Its: Exec VP & CFO

SITE ONE, LLC

BY: /s/ ?????????????????
Its: Manager