Carrie M. Callaway, Esq.
                               119 Calle El Padre
                               LosGatos, CA 95032
                             (408) 866-9129 (Phone)
                              (408) 866-0952 (Fax)
                         carriecallaway@aol.com (E-Mail)


February 17, 2000

Taylor Chi, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304

Re:     Sublease dated July 13, 1999 between Spectrian Corporation
        And GPS Management Services, Inc.
        Assignment and Assumption of Lease

Dear Ms. Chi:

At the request of Kevin Solliday and on behalf of GPS Management Services, Inc.,
I am writing  this letter to notify your  client,  Spectrian  Corporation,  (the
"Sublessor"),  that GPS  Management  Services,  Inc.,  the  sublessee  under the
referenced  sublease (the "Sublease"),  is assigning all of its right, title and
interest in and under the Sublease to The Gap, Inc., a Delaware corporation, and
The Gap, Inc. is assuming all of the  obligations  of GPS  Management  Services,
Inc.  under the  Sublease.  This letter and the enclosed  draft  assignment  and
assumption of lease shall serve as the notice required under Section 6 (B)(i) of
the Sublease.

Pursuant to Section  6(B)(i) of the  Sublease,  the  assignment  of the Sublease
described  above does not  require  the prior  consent of the  Sublessor  or the
Master Lessor described in the Sublease.

Please  contact me if you or your  client  require  any  additional  information
regarding the assignment or have any questions.

Sincerely,

/s/ Carrie Callaway

Carrie Callaway
Enclosure

Cc:     Kevin Solliday (w/encls. via hand delivery)
<PAGE>

                     ASSIGNMENT AND ASSUMPTION OF SUBLEASE



         THIS ASSIGNMENT AND ASSUMPTION OF SUBLEASE ("Assignment") is made to be
effective as of_________________  (the "Effective Date"), between GPS MANAGEMENT
SERVICES,  INC.,  a California  corporation  ("Assignor")  and THE GAP,  INC., a
Delaware corporation ("Assignee").

1. LEASE.

         By that  certain  sublease  dated as of July  13,  1999  (the  sublease
together with all  addendums and  amendments  thereto  collectively  referred to
herein as the  "Sublease"),  by and between  Spectrian  Corporation,  a Delaware
corporation,  as  "Sublessor",  and Assignor as  "Sublessee",  Sublessee  leased
certain  premises  located in the City of  Rocklin,  County of Placer,  State of
California,  described as  approximately  40,000  rentable  square feet of space
located in the building  commonly known as 3900 Atherton Road (the  "Premises").
The scheduled Expiration Date of the Sublease is June 28, 2003 (which expiration
may be accelerated or extended pursuant to the terms of the Sublease).

2. ASSIGNMENT OF LEASEHOLD INTEREST.

         For good and  valuable  consideration  received,  the  Assignor  hereby
transfers,  grants and assigns the  Sublease,  together  with all of  Assignor's
right, title and interest therein and thereunder,  as Sublessee,  as well as all
appurtenances  thereto  and all  related  documents  pertinent  thereto,  to the
Assignee, its successors and assigns.

3. EFFECTIVE DATE.

         This Assignment shall be effective as of the Effective Date.

4. ASSUMPTION OF LIABILITY.

         The  Assignee  hereby  assumes  from and after the  Effective  Date the
timely and true  performance  of all the rents,  terms,  covenants,  conditions,
provisions  and any  other  obligations  of the  Sublessee  under  the  Sublease
accruing or to be performed on or after said  Effective  Date, all with the full
force and effect as if the Assignee had  executed  the  Sublease  originally  as
Sublessee  named  therein,  and Assignee  shall render  performance  of the same
directly to Sublessor.

5. INDEMNIFICATION.

         Assignee hereby agrees to indemnify and hold Assignor harmless from and
against  all  obligations,   liabilities,   costs,  fees  (including  reasonable
attorneys'  fees)  and  expenses  of any kind or nature  whatsoever  that may be
incurred or suffered by Assignor arising out of any default


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<PAGE>

on the part of  Assignee  to pay the rents and other  charges or to perform  the
covenants, terms and conditions of the Sublease.

         Assignor  agrees  to  indemnify  and hold  Assignee  harmless  from and
against any claims or demands of  Sublessor  arising out of any  obligations  of
Assignor under the Sublease accruing or to be performed by Assignor prior to the
Effective Date.

6. SUCCESSORS AND ASSIGNS.

         The covenants,  conditions and provisions  contained in this Assignment
shall be binding  upon and shall inure to the benefit of Assignor  and  Assignee
and their respective successors and assigns.

         IN WITNESS  WHEREOF,  the parties  have caused  this  Assignment  to be
properly executed as of the day and year first above written.



                                             ASSIGNOR

                                             GPS MANAGEMENT SERVICES, INC.,
                                             a California corporation


                                             By: __________________________
                                             Name: ________________________
                                             Its: _________________________





                      [SIGNATURES CONTINUED ON NEXT PAGE]

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<PAGE>

                                             ASSIGNEE

                                             THE GAP, INC.,
                                             a Delaware corporation


                                             By: __________________________
                                             Name: ________________________
                                             Its: _________________________


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