CONTRACT TO LEASE

This lease made and  entered  into this 27th day of April,  2000 by and  between
Ellington  Development  Incorporated  with a principal place of business at 3908
North  24th  Street;  City  of  Quincy;  County  of  Adams;  State  of  Illinois
hereinafter  called LESSOR and Spectrian  Corporation  with a principal place of
business at 350 West Java Drive; City of Sunnyvale; County of Santa Clara; State
of California hereinafter called the LESSEE.

                                   WITNESSETH

WHEREAS  LESSOR  is the  owner  of a  group  of  buildings  known  as  Ellington
Development located on Ellington Road near 24th Street, Quincy, Illinois;

WHEREAS  LESSEE  desires  to lease a portion  of the  building  located  at 2515
Ellington Road, Quincy, Illinois further described in Exhibit A, B, C and D from
LESSOR:

NOW  THEREFORE  in  consideration  of  the  rental  herein  reserved  and of the
covenants  and  conditions  hereinafter  contained,  it is  mutually  agreed  as
follows:

1.  Premises - LESSOR hereby leases and demises to LESSEE and LESSEE does hereby
take and accept  from  LESSOR the south  100'W x 120'L  portion of the  building
located at 2515 Ellington Road on the real estate described hereinbelow to wit:

         200' x 398.54' parcel of land located at 2515 Ellington Road, County of
Adams,  State of  Illinois  as more fully  described  in  Exhibits A, B, C and D
attached hereto and made a part hereof, hereinafter called the

"Premises"  TO HAVE  AND TO HOLD THE  SAME,  with  appurtenances,  unto the said
LESSEE for and during the term and at the rental hereinafter set forth.

2.   Term - The Original Term of this Lease will be for two (2) years commencing
     at the  opening of  business  May 1, 2000 and  terminating  at the close of
     business on April 30, 2002.

3.   Option to Renew - LESSOR hereby grants LESSEE two (2) successive options to
     renew this Lease for


<PAGE>


     an  additional  term of 2 years each  commencing  at the  expiration of the
     Original Term or Renewal Term upon the same terms and  conditions  provided
     herein other than for an adjustment of rent as set forth hereinbelow.  Each
     such renewal option shall be exercised in writing,  delivered to the LESSOR
     sixty (60) days prior to  expiration  of the Original Term or prior Renewal
     Term as the case may be.

4.  Rent -

a. Original - LESSEE agrees to pay to LESSOR as rental for the demised  Premises
during  the  Original  Term of the Lease  annually  the sum of  Thirty  Thousand
Dollars  ($30,000.00) lawful money of the United States,  payable in twelve (12)
equal monthly  installments of Two Thousand Five Hundred Dollars  ($2,500.00) in
advance on the first day of each month without  demand.  Rental payments will be
considered  delinquent  if not  received by LESSOR by the Tenth day of the month
and a 5% late charge shall be added to the monthly rental amount due.

b. Option for the First  Renewal Term - LESSEE agrees to pay to LESSOR as rental
for the demised  Premises during the First Renewal Term of the Lease annually an
amount equal to the rent paid by LESSEE for the last year of the  Original  Term
increased by six percent (6%).  Said sum shall be payable in lawful money of the
United  States,  in twelve (12) equal  monthly  installments,  in advance on the
first day of each month without demand.

c. Option of the Second  Renewal Term - LESSEE agrees to pay to LESSOR as rental
for the demised Premises during the Second Renewal Term of the Lease annually an
amount  equal to the rent paid by LESSEE for the last year of the First  Renewal
Term increased by six percent (6%). Said sum shall be payable in lawful money of
the United States, in twelve (12) equal monthly installments,  in advance on the
first day of each month without demand.

d. Security  Deposit - Upon execution  hereof,  LESSEE shall deposit with LESSOR
the sum of Two Thousand Five Hundred Dollars ($2,500) (the "Security  Deposit"),
in cash, as security for the  performance


                                       2
<PAGE>


by LESSEE of the terms and  conditions  of this Lease.  Within  thirty (30) days
after the  expiration  or  earlier  termination  of the Lease  term,  or Renewal
Term(s),  if  applicable,  and after Tenant has vacated the  Premises,  Landlord
shall  return to Tenant the entire  security  deposit  except for  amounts  that
Landlord has deducted  therefrom that are needed by Landlord to cure defaults of
Tenant  under the Lease or  compensate  Landlord for damages for which Tenant is
liable pursuant to this Lease.

5. Use - LESSEE  shall  have the right to occupy  and use the  Premises  for any
lawful  purpose  within the zoning  regulations  of the area,  including and not
limited to general warehouse, assembly, office and other uses. Non-containerized
materials  or trash shall not be stored  outside of the  building or against the
interior of the building walls. LESSEE shall have the right to place an exterior
sign on the Premises.  In the event LESSEE installs monument signage in front of
the building,  LESSEE may in its sole discretion,  at its sole cost and expense,
maintain flowers,  rocks,  lighting borders or other enhancing  materials around
the monument signage. LESSEE shall be solely responsible for maintaining in good
condition  its sign and shall  remove it and repair  any  damage  caused by such
removal on or before the  Expiration  Date of the Original Term or Renewal Term,
as applicable.

6. Ingress and Egress - LESSOR warrants that access to the Premises shall at all
times be available by concrete or asphalt  drive.  Parking area for the Premises
shall be the south portion of the parking/dock area extending from the southwest
corner of the building  120' to the north.  LESSEE shall have the right,  during
the  Original  Term and any Renewal  Term  thereof,  to use 26 reserved  parking
spaces which  includes the  handicapped  parking  spaces.  LESSOR shall  provide
adequate  controls to minimize  disruption  of use of these  reserved  spaces by
anyone other than LESSEE.

7.  Repairs, Maintenance, and Alterations -

a.   LESSEE - LESSEE shall maintain and make necessary repairs required by usage
     of interior  and interior  equipment  such as plumbing  fixtures,  lighting
     fixtures,   electrical  outlets,  heating  &  air


                                       3
<PAGE>


     conditioning  equipment,  including filter changes and routine  maintenance
     and minor  service  of the units from  normal  usage  breakdown  at its own
     expense using  materials and  workmanship in a grade equal to the condition
     existing as of the Commencement  Date.  LESSEE shall have the right to make
     repairs,  alterations,  and  improvements  to the building upon  submitting
     written request to LESSOR, such request shall not be unreasonably withheld.
     LESSEE  shall  maintain  and restore the  Premises to the  condition of the
     building when LESSEE commenced occupancy,  and all alterations,  additions,
     or improvements  made to or put upon the Premises shall become the property
     of the LESSOR and shall remain upon and be surrendered with the Premises as
     a part  thereof.  All work shall be performed so as to keep the Premises at
     all times free and clear of any mechanics  liens or liens from material and
     workmanship,  and if any such liens are imposed upon the  Premises,  Lessee
     shall remove the same within thirty (30) days after it has knowledge of the
     same.  Notwithstanding  anything aforesaid,  LESSEE shall have the right to
     install and remove from time to time and at the end or earlier  termination
     of this Lease,  LESSEE's trade fixtures and equipment and business fixtures
     and  equipment,   to  include,   without  limitation,   office  partitions,
     conveyors, bins, platforms and furniture.  LESSEE shall promptly repair any
     damage to the  Premises  caused by the removal by LESSEE of any of LESSEE's
     property  therefrom  and this  covenant  shall  survive the  expiration  or
     termination of this Lease. LESSEE shall be responsible for snow removal.

b.   LESSOR - The LESSOR shall  maintain and repair at its sole cost and expense
     the exterior of the building, its structure,  roof, all service and utility
     pipes,  wire and lines  located on the  Premises  to the point in each case
     where LESSEE begins its own use of such utility or service. LESSOR shall be
     responsible  for grass mowing and tree and shrub trimming the cost of which
     shall be  reimbursed  by LESSEE but in no event shall exceed Three  Hundred
     Dollars ($300.00) annually.

8. LESSOR's Right of Access - LESSOR,  its agents,  servants and employees shall
have the right to enter the


                                       4
<PAGE>


Premises during business hours, with reasonable  frequency,  and upon reasonable
notice of not less  than 24 hours  for the  purpose  of  inspecting  the same to
ascertain  whether LESSEE is performing the covenants of this Lease,  and during
business  hours or otherwise in the event of need,  under  special  arrangements
with  LESSEE  for  the  purpose  of  making   required   repairs,   alterations,
improvements or additions. LESSOR shall be allowed to take all material into and
upon the Premises that may be required  therefore  without the same constituting
an eviction of LESSEE in whole or in part,  and,  except as otherwise  provided,
the rent  reserved  shall in no way abate  while said  repairs are being made by
reason of reasonable  loss or  interruption of the business of LESSEE because of
the prosecution of any such work. LESSOR agrees to cause as little inconvenience
as  possible  to LESSEE in  connection  therewith.  During  the sixty  (60) days
preceding the  expiration of this Lease,  LESSEE shall permit LESSOR or LESSOR's
agents to show the Premises to  prospective  tenants with  reasonable  frequency
during business hours on reasonable  notice and to place and keep in one or more
conspicuous  places  upon the  exterior of the  premises  not  interfering  with
LESSEE's use of the  Premises,  a notice in the usual form "To Let" and a notice
in the usual  form "For  Sale",  which  notices  LESSEE  shall  permit to remain
thereon without molestation.

9.  Destruction  by Fire or Other  Causes,  Insurance - LESSOR shall provide and
maintain  adequate  insurance on the Premises in an amount  determined by LESSOR
against loss or damage by fire,  lightning,  tornado or other  casualty.  LESSEE
shall reimburse to LESSOR the commercially reasonable cost incurred in obtaining
and maintaining this insurance for the demised Premises, which shall not include
any earthquake or flood insurance premiums, deductibles in excess of $10,000, or
co-insurance payments.  LESSEE shall provide all insurance covering its contents
and  personalty  separately.  In the event of damage  to or  destruction  of the
Premises  or a portion  thereof  by fire,  or other  cause so that the  Premises
cannot in the fair estimate of either party be restored  within sixty (60) days,
either party may terminate  this Lease by written  notice given thirty (30) days
after the event; and rents and other sums payable by LESSEE for the remainder of
the term shall


                                       5
<PAGE>


wholly abate. If the Premises can be restored in sixty (60) working days, LESSOR
will  undertake  immediately  the repair and  reconstruction  of the Premises at
LESSOR's expense and will complete such work with due and reasonable  diligence.
During the period  commencing  with the date the damage occurred and ending with
completion  of  the  requisite  repairs  or  reconstruction,  the  rent  payable
hereunder shall equitably abate and the obligation of the LESSEE to pay the same
shall cease to the extent and in proportion to the area rendered untenantable by
the damage or by the work or restoration or repair.

10.  Liability  Insurance  - LESSEE  shall at all times  during the term of this
Lease carry  public  liability  insurance  covering  the  premises  and LESSEE's
operations,  which  insurance  shall  adequately  insure  against  liability for
personal injury or death and property damage.  Current Certificates of Insurance
showing  evidence of insurance  coverage shall be provided to LESSOR.  Except to
the extent  caused by the  negligence or willful  misconduct  of LESSOR,  LESSEE
shall indemnify and hold harmless  LESSOR from and against all claims,  actions,
demands,  judgements,  damages,  liabilities  and  expenses  suffered  by LESSOR
including  reasonable  attorneys'  fees,  for death of or  bodily  injury to any
person or for loss of,  damage to or  destruction  of any  property  arising  on
account of any action or failure to act by LESSEE in  connection  with  LESSEE's
use of the Premises.  LESSOR shall indemnify,  defend, protect and hold harmless
LESSEE from all losses, damages, liabilities, claims, attorneys' fees, costs and
expenses  arising from the  negligence  or willful  misconduct  of LESSOR or its
agents, contractors, licensees or invitees, LESSOR's violation of any law, order
or regulation, or a breach of LESSOR's obligations or representations under this
Lease.

11.  Utilities,  Taxes - LESSEE shall supply heat to the Premises only and shall
maintain a minimum interior temperature of 40(Degree) F. LESSEE shall at its own
expense pay all charges for water, gas,  electricity and telephone utilities and
services  used in  connection  with the Premises  during the term of this Lease.
LESSOR agrees that all such utilities (including both storm and sanitary sewers)
shall be available  to the Premises at


                                       6
<PAGE>


the commencement  date.  LESSOR further  covenants and agrees that potable water
will be  available  to the  Premises  for use by LESSEE  and its  employees.  In
addition,  LESSEE  shall  reimburse  LESSOR the costs of all real  estate  taxes
levied  on the  Premises  annually  for the term of the  Lease  prorated  to the
portion of the building occupied and the term of the lease.

12.  Eminent Domain - If the whole or any part of the Premises shall be taken by
lawful authority for any public or quasi-public use or purpose this Lease shall,
as to the part taken,  terminate  on the date title shall be  acquired,  and the
rent reserved  shall abate  equitably and in proportion to the part so taken and
shall  entirely  abate if the entire  Premises  are so taken.  In all cases of a
partial taking of the Premises  (except a minor street widening not injurious to
the use of the Premises by LESSEE)  LESSEE may, at its  election,  by delivering
written  notice to that  effect to LESSOR,  terminate  this Lease and vacate the
Premises,  and in that event,  the  liability of LESSEE for  performance  of the
Lease shall terminate and come to an end and all rents shall abate.

13.  Quiet  Enjoyment - LESSOR  covenants  and agrees that LESSEE shall have the
quiet and peaceful enjoyment and exclusive possession of the Premises during the
term of this Lease.

14. Default by LESSEE - It is expressly understood and agreed that if default be
made in the  payment  of the rent or any part  thereof as herein  specified,  in
which case LESSEE fails to make such payment  within five (5) days after written
notice of a  delinquency  by LESSOR,  or if default be made in any  covenants or
agreements in this Lease contained on the part of the LESSEE to be performed, in
which case LESSEE fails to perform  within five (5) days after written notice of
a delinquency by LESSOR, in addition to all other rights and remedies  available
to LESSOR,  LESSOR may, if LESSOR elects, at any time thereafter  terminate this
Lease and the term  thereof if fifteen  (15) days after  giving  LESSEE a second
notice in writing  of its  intention  to do so,  LESSEE has failed to remedy the
default,  this Lease and the term thereof shall terminate  expressly and come to
an end on the date fixed in such notice as if said date were the date originally
fixed in


                                       7
<PAGE>


this Lease for the termination thereof.

15.  Covenants  - The  parties  agree  that the  promises  of each to the  other
contained herein  constitute  covenants and conditions to the performance of the
other,  and that a breach of one or more such  covenants  and  conditions  shall
constitute a breach of the Lease.

16.  Surrender - LESSEE shall quit and surrender the Premises at the  expiration
of the term in as good order and  condition  as they were when LESSEE  commenced
occupancy, ordinary wear and tear, damage by fire, acts of God or other casualty
and repair and replacement obligations defaulted by LESSOR excepted.

17.  Notices - Any notice  given  pursuant  to this Lease shall be valid only if
given in  writing,  and  shall  be  deemed  sufficiently  given if given by hand
delivery,  or by registered or certified mail with sufficient  postage attached.
Notices to LESSOR  shall be  sufficient  if given or addressed to the person and
place to or at which payment of rent last preceding the time for notice had been
made and received or to:

                           Ellington Development Inc.
                             3908 North 24th Street
                             Quincy, Illinois 62301

Notices to LESSEE shall be sufficient if given or addressed to:

                              Spectrian Corporation
                               350 West Java Drive
                           Sunnyvale, California 94089

The date of any notice  provided  for in this Lease shall be the date of deposit
in the U.S.  mails with  sufficient  postage if given by registered or certified
mail,  or the date of actual  delivery  to the above  address of the party to be
notified if otherwise  given.  The person and place to which notice may be given
may be changed from time to time by written notice to the other,  effective five
(5) days after delivery of such notice.

18. Successors - Covenants and rights herein shall apply to, be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.


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<PAGE>


19. Headings - Paragraph  headings are used herein for  identification  only and
shall not in any way affect the interpretation of this Lease.

20. Integration - This Lease states the entire agreement between the parties and
replaces all prior and contemporaneous  agreements documents and representations
with  respect  to  the  subject  matter  hereof.  No  alteration,  modification,
termination,  waiver or release,  in whole or in part, shall be effective unless
in writing,  signed by a duly authorized  representative  of each of the parties
hereto or their successors or assigns.

21.  Third  Party  Rights  -  Nothing  in this  Lease  shall be  interpreted  as
conferring any rights on any party other than the parties hereto.

22.  Counterparts  - This Lease may be  executed in  counterparts  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same document.

IN WITNESS  WHEREOF,  The parties have hereunto set their hands this 27th day of
April, 2000.

ELLINGTON DEVELOPMENT INC                         SPECTRIAN CORPORATION

     /s/ Ray Shortridge                       /s/ Thomas Waechter
----------------------------------       -------------------------------
         President                                President


Attest: /s/ Sheila Morgan                Attest: /s/ Craig S. Hoxsie
       ---------------------------              ------------------------



                                       9
<PAGE>


                             FIRST ADDENDUM TO LEASE

         THIS FIRST  ADDENDUM TO LEASE (this  "Addendum") is made by and between
ELLINGTON DEVELOPMENT INC. ("Lessor"),  and SPECTRIAN CORPORATION ("Lessee"), to
be a part of that  certain  Contract  to Lease  between  Lessor and Lessee  (the
"Lease")  concerning  approximately  12,000  rental  square  feet of space  (the
"Premises")  located at 2515 Ellington Road,  Quincy,  Illinois.  All terms with
initial  capital  letters  used herein as defined  terms shall have the meanings
ascribed to them in the Lease unless  specifically  defined  herein.  Lessor and
Lessee agree that,  notwithstanding  anything to the contrary in the Lease,  the
Lease is hereby modified and supplemented as set forth below.

         1) Condition of Premises.  Lessor  warrants and represents  that, as of
         the  Commencement  Date,  (i)  the  Premises,  the  Building,  and  the
         Development will comply with all applicable laws,  rules,  regulations,
         codes, ordinances,  underwriters' requirements,  covenants,  conditions
         and restriction  ("Laws"),  (ii) the Premises will be in good and clean
         operating condition and repair, (iii) the electrical, mechanical, HVAC,
         plumbing, sewer and other systems serving the Premises and the Building
         will be in good  operating  condition and repair,  and (iv) the roof of
         the Building  will be in good  condition  and water tight,  and (v) the
         Lessor Work  described in Exhibit D to the Lease will be completed in a
         good and workmanlike  manner using new materials of good quality and in
         compliance with all Laws. Lessor shall provide,  or cause Lessor's HVAC
         contractor  to  provide,   all  documents   relating  to   preventative
         maintenance  schedules  and repairs to the  existing  HVAC  systems and
         controls  service the  Premises  and the  Building.  Lessor shall allow
         Lessee and Lessee's  designated HVAC contractor to inspect and test the
         HVAC systems and controls prior to execution of this Lease.

         2a) Term. The Lease shall  commence on the later of June 1, 2000,  (the
         "Commencement  Date") or (unless  waived by Lessee in writing) the date
         by which all the following have occurred:  (a) Lessor has substantially
         completed "Lessor Work" in accordance with the Lease and this Addendum;
         (b) Lessor has delivered  possession of the Premises to Lessee; and (c)
         Lessor has obtained  all  approvals  and permits  from the  appropriate
         governmental  authorities  required  for  the  legal  occupancy  of the
         Premises for Lessee's  intended use. If the  Commencement  Date has not
         occurred for any reason  whatsoever on or before July 1, 2000, then, in
         addition to Lessee's other rights or remedies, Lessee may terminate the
         Lease by written notice to Lessor, whereupon any monies previously paid
         by Lessee to Lessor for the Premises shall be reimbursed to Lessee.

         2b) Early Occupancy. Lessor shall permit Lessee to enter and occupy the
         Premises  upon  execution of this Lease,  for the purpose of installing
         its equipment,  data,  telecommunications and cabling systems and trade
         fixtures.  Such occupancy  shall be subject to all of the provisions of
         the Lease,  except the  obligation to pay any monthly rent  thereunder.
         Lessee shall sign up and be  responsible  for all utilities at the date
         of occupancy  and tax and  insurance  charges  shall be prorated to the
         date of occupancy.

         3)   Alterations.   Lessee  shall  have  the  right  to  make  repairs,
         alterations and  improvements  to the building upon submitting  written
         request to Lessor,  such request  shall not be  unreasonably  withheld.
         Upon Lessee's  request,  Lessor shall advise Lessee in writing  whether
         Lessor will require Lessee to remove any  alteration  from the Premises
         upon termination of the Lease.


                                       10
<PAGE>


         4)  Hazardous  Materials.  To the  best  knowledge  of  Lessor,  (a) no
         Hazardous  Material is present in the  Building,  at the Premises or at
         the Development or the soil, surface water or groundwater  thereof, (b)
         no  underground  storage tanks are present on the Premises,  and (c) no
         action,  proceeding  or claim is pending or  threatened  regarding  the
         Building or Premises  concerning any Hazardous  Material or pursuant to
         any  environmental  Law. Under no  circumstance  shall Lessee be liable
         for,  and Lessor shall  indemnify,  defend,  protect and hold  harmless
         Lessee, its agents, contractors,  stockholders,  directors, successors,
         representatives,  and assigns  from and  against,  all  losses,  costs,
         claims,  liabilities and damages (including attorneys' and consultants'
         fees) of every type and nature,  directly or indirectly  arising out of
         or in connection with any Hazardous Material present at any time in, on
         or about the Building, the Development, or the soil, air, improvements,
         groundwater  or  surface  water  thereof,   or  the  violation  of  any
         environmental  Law,  except  to the  extent  that any of the  foregoing
         actually results from the release or emission of Hazardous  Material by
         Lessee or Lessee's  Parties in  violation of  applicable  environmental
         Laws.  "Hazardous  Material"  shall mean any  material  which is now or
         hereafter regulated by any governmental  authority which poses a hazard
         to the  environment  or human  health.  Hazardous  Materials  shall not
         include  products  used by Lessee for  typical  office  and  janitorial
         purposes.

         5) Repairs and  Maintenance.  Lessor shall perform and  construct,  and
         Lessee  shall  have no  responsibility  to perform  or  construct,  any
         repair,  maintenance  or  improvements  which  could  be  treated  as a
         "capital expenditure" under generally accepted accounting principles.

         6) Lessor's  Insurance;  Waiver of  Subrogation.  Lessor shall maintain
         "all risk" property  insurance  insuring against risk of loss or damage
         to the  Building  and the  Development  for the full  replacement  cost
         thereof.  Notwithstanding anything in the Lease to the contrary, Lessor
         and  Lessee  hereby  release  each other and their  respective  agents,
         employees,  successors, assignees and sublessees from all liability for
         injury to any  person or  damage to any  property  that is caused by or
         results  from a risk  which  is  actually  insured  against,  which  is
         required to be insured against under the Lease, or which would normally
         be covered  by "all risk"  property  insurance,  without  regard to the
         negligence  or willful  misconduct of the person or entity so released.
         All of Lessor's and Lessee's repair and indemnity obligations under the
         Lease  shall be subject to the waiver  and  release  contained  in this
         paragraph.  Each party shall cause each insurance  policy it obtains to
         provide  that the  insurer  thereunder  waives all  recovery  by way of
         subrogation as required  herein in connection with any injury or damage
         covered by such policy.

         7) Remedies. Lessor shall have no security interest or lien on any item
         of Lessee's  trade  fixtures,  furniture,  equipment and other personal
         property ("Lessee's Property"). Within ten (10) days following Lessee's
         request, Lessor shall execute documents reasonably acceptable to Lessee
         to evidence  Lessor's waiver of any right,  title,  lien or interest in
         Lessee's Property and giving any lenders holding a security interest or
         lien on Lessee's  Property  reasonable rights of access to the Premises
         to remove such Lessee's Property, provided that such lenders repair any
         damage  caused by such  removal.  Lessor  shall use its best efforts to
         mitigate  any damages  resulting  from a default by Lessee,  and Lessee
         shall not in any event be liable for


                                       11
<PAGE>


         any damages reasonably mitigable by Lessor.  Lessor waives any right of
         distraint, distress for rent or Lessor's lien that may arise at law.

         8)  Subordination.  The  subordination  of Lessee's rights and interest
         under the Lease to any  mortgage or deed of trust  shall be  contingent
         upon Lessee's having received from any such mortgagee or beneficiary of
         any deed of trust a written  recognition  agreement in form  reasonably
         satisfactory  to Lessee  providing  that  Lessee's  rights and interest
         shall  not be  disturbed  in the event of any  foreclosure  of any such
         mortgage or deed of trust and confirming  that Lessee shall receive all
         of the rights and services provided for under the Lease.

IN WITNESS WHEREOF, the parties have executed this Addendum.

LESSOR:                                     LESSEE:

ELLINGTON DEVELOPMENT INC.                  SPECTRIAN CORPORATION,
an Illinois corporation                     a California corporation

By: /s/ Ray Shortridge                      By:   /s/ Michael Angel
   -------------------------------------         -------------------------------

   -------------------------------------         -------------------------------
Name: Ray Shortridge                        Name: Michael Angel
     -----------------------------------         -------------------------------

   -------------------------------------         -------------------------------

Title:  Presidend                           Title: CFO
       ---------------------------------          ------------------------------

   -------------------------------------         -------------------------------

<PAGE>

                                   EXHIBIT A

                                2515 Ellington Rd

                        General Building Specifications

CONCRETE WORK:
-       Reinforced footing, 3' x 8"D
-       Reinforced foundation 8"W x 3'6"H, 7'H at dock area
-       6''T concrete floor reinforced with one row of 6x6x# 10 wire mesh
-       6"T concrete parking /dock area reinforced with one row of 6x6x#10 wire
         mesh
-       5"T sidewalk

STEEL BUILDING:
-       100' x 200' x 16'EH building with 4' roof extension on south
-       30 lb. Live load/90 MPH wind load
-       /4/l2 pitch roof
-       all  steel framing  members  placed at 25' bay spacing with one interior
        columns at 50'
-       24 ga galvalume standing seam roof panels
-       26 ga. Light Stone painted wall panels
-       26 ga Artic White full height liner panel in manufacturing area
-       gutters, downspouts

DOORS AND WINDOWS:
-       Two (2) 8' x 9' Thermocore overhead door at dock height
-       One (1) 10' x 12' Thermocore overhead door at grade
-       Two (2) 3' x 7' full steel exterior personnel doors
-       One (1) 4' x 7' full steel exterior personnel doors
-       One (1) 3' x 7' full glass main entrance door
-       Eleven (11) 2'W x 6'H fixed insulated glass windows

INSULATION:
-       8"T  Insul-basket  system fiberglass  insulation with white vinyl facing
        in the roof
-       8"T unfaced PEBS fiberglass insulation in the exterior walls

INTERIOR FINISHING:
-       8" full  height  masonry  walls  separating  office,  manufacturing  and
        shipping areas
-       steel stud and painted drywall walls in office area
-       suspended ceiling throughout office area
-       carpet in office area
-       vinyl tile in manufacturing, lunch room and restrooms

HEATING AND AIR CONDITIONING:
-       Four (4) 12.5T 31.4KW electric heat pumps in manufacturing  and shipping
        areas
-       One (1) lOT 31.4 KW electric heat pump with ducts, registers and grilles
        in office area


                                       13
<PAGE>

PLUMBING:
-       One (1) drinking fountain
-       One (1) wash sink
-       Men's  manufacturing area restroom  consisting of one (1) lavatory,  two
        (2) urinals and one (1) water closet
-       Women's manufacturing area restroom consisting of one (1) lavatory,  two
        (2) water closets
-       Men's office  restroom  consisting of one (1) lavatory and one (1) water
        closet
-       Women's office restroom consisting of one (1) lavatory and one (1) water
        closet
-       One (1) sink in lunch room

ELECTRICAL:
-       120/208  volt, 3 phase,  4 wire 600 AMP  electrical  service and 400 AMP
        electrical service
-       8' flourescent lighting in the manufacturing area
-       2x4 layin lighting fixture in office areas
-       Fan-light combination fixtures in office restrooms


                                       14
<PAGE>
                                   EXHIBIT B



                           Map of rooms to be painted




                                       15



<PAGE>
                                   EXHIBIT C


                     Map of southwest quarter of section 18





                                       16

<PAGE>

                                   EXHTBIT D

                                  Lessor Work

         Lessor shall perform the  following  Lessor Work, at Lessor's sole cost
and expense, prior to the Commencement Date:

         1.       Patch and  re-paint  office  walls as  indicated  on the floor
                  plan, Exhibit B

         2.       Strip and re-wax all VCT flooring in the lab area,  restrooms,
                  break room. Replace missing floor tiles.

         3.       Shampoo all office area carpeting.

         4.       Install overhead door as indicated on the floor plan,  Exhibit
                  B.

         5.       Demise the  building  into 12,000 sq. ft. south area and 8,000
                  sq. ft. north area.  Existing  double  doors at two  locations
                  shall have angle iron bolted to the masonry walls securing the
                  areas on both sides.

         6.       The  south  12,000  sq.  ft.  area  shall  have  one  (1)  600
                  amp-metered  service  and  one (1)  400  amp-metered  service.
                  Separate electrical metering and distribution service shall be
                  installed in the north 8,000 sq. ft. area.

         7.       Trim existing landscaping.

                                       17