[LOGO]                            GS S/ARRAY
SPECTRIAN                          TECHNOLOGY

                             MANUFACTURING AGREEMENT

                                   Revision 98

This MANUFACTURING  AGREEMENT  (hereinafter  referred to as "Agreement") is made
and  entered  into as of the  date  that  the last  signature  below is  affixed
(hereinafter "Effective Date"), by and between GSS/ARRAY Technology (hereinafter
"Seller"),  having  a  principal  place  of  business  at 94  Moo  1,  High-Tech
Industrial  Estate,   Banland,  Bang  pa-in,  Ayudhaya,   13160,  Thailand,  and
Spectrian,  having  a  principal  place of  business  at 350  West  Java  Drive,
Sunnyvale, CA. 94089 (hereinafter "Buyer").

WITNESSETH:

WHEREAS,  Buyer  desires  to  manufacture  and  sell  Products,   which  include
subassemblies and components (hereinafter "Products"); and

WHEREAS,  Buyer  desires to have  manufactured  and to  purchase  such  Products
further  described in Exhibit A and as mutually agreed upon by both parties from
time to time in accordance with Section 3.2; and

WHEREAS,  Seller  is in  the  business  of  providing  electronic  manufacturing
services  of  high  technology   electronic  equipment  and  Seller  desires  to
manufacture such products further described in Exhibit A;

NOW THEREFORE, in consideration of the premises and undertakings hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:


1.0 TERM

The term of this  Agreement  shall  commence upon the Effective  Date, and shall
continue for twelve (12) months,  shall automatically renew for another 12-month
period unless either party gives the other party 30 (thirty) days written notice
of its intent not to renew this  Agreement  or until  either  party gives thirty
(30) days advance notice of its intent to terminate pursuant to section 11.0, or
until all the products are delivered by the Seller.


2.0 TERMS OF SALE

2.1     Orders.

During the term of this Agreement,  Seller shall sell to Buyer,  and Buyer shall
purchase  from  Seller,   the  Products  as  identified  in  Exhibit  A.  It  is
contemplated  that the  ordering  of  Products  shall be by means of  individual
purchase  orders and  amendments,  which are issued  from time to time by Buyer.
Each purchase order shall specify the quantity,  model number and description of
Products to be purchased.  Upon acceptance by Seller,  each purchase order shall
constitute  a firm and binding  contract,  consisting  of the terms of: (1) this
Agreement,   (2)  exhibits  to  this  Agreement,  (3)  any  terms  conspicuously
typewritten on the face of the purchase order that are not inconsistent with the
terms of this Agreement,  and (4) any terms in Seller's written  acceptance that
are not  inconsistent  with  this  Agreement.  Such  terms in  Seller's  written
acceptance  are subject to review end  acceptance  by Buyer.  Seller will notify
Buyer of the acceptance or rejection of an

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        350 West Java Drive > Sunnyvale, CA 94089 > Phone 408-745-5400
         Corporate Fax 408-541-0258 > Human Resource Fax 408-541-0260 >
                       Sales & Marketing Fax 408-541-0263

<PAGE>

order within five (5) business days of its receipt.  This  Agreement  sets forth
the terms and  conditions  applicable  to all purchase  orders issued during the
term of this Agreement,  irrespective of whether this Agreement is referenced by
the purchase orders. The terms and conditions of this Agreement replace in their
entirety  any and all of the  pre-printed  purchase  order terms and  conditions
appearing on Buyer's purchase order forms or Seller's written acceptances.

2.2     Precedence.

In the event of any conflict  between the terms of this  Agreement and the terms
of any exhibit or purchase order, the order of precedence is as follows:

     (1) The terms of this Agreement;
     (2) The terms of any exhibits to this Agreement
     (3) The terms on the face of Buyer's purchase order.

2.3 Increases, Rescheduling and Cancellation.

(a) Buyer shall provide  Seller with purchase  orders  covering a minimum of the
first (3) weeks of the forecast.  The delivery  schedule for Products covered by
blanket  purchase  orders is controlled  via the  forecast.  Buyer shall provide
Seller,  on a weekly or  bi-weekly  basis,  a written (6) to (12) month  rolling
forecast of products to be released.  In any week which Buyer does not provide a
forecast,  the  prior  forecast  issued  by Buyer  shall be  considered  for the
purposes of this  agreement as having been issued  during the then current week.
The forecast is stated in weekly increments for the first (12) weeks and monthly
(or weekly) increments thereafter.

(b) Buyer may  increase,  reschedule,  or cancel the  quantity  of any  Products
specified in a purchase order by delivering to Seller,  by mail or facsimile,  a
written  change order in accordance  with the  provisions of section  2.3(a)-(e)
(hereinafter  "Change  Order").  No Change Order shall be effective  until it is
actually received and accepted by Seller's authorized  representative.  However,
if Seller  fails to  acknowledge  acceptance  or provide a counter  offer of the
Change Order within (5) business days  following  its receipt,  then such Change
Order shall be presumed to be unconditionally accepted by Seller.

(c) The first (8) weeks of Buyer's Forecast for a Product shall become a binding
commitment,  provided Seller  confirms its ability to meet such forecast.  Buyer
may  increase  or  decrease  quantities  of  forecasted  product,  with  advance
notification pursuant to the requirements of Section 2.3(b) and adjustments,  as
specified below:

     Weeks of Advance                  Ceiling for             Ceiling for
      Notification                  Percentage Increase    Percentage Decrease
      ------------                  -------------------    -------------------
0 (occurs during current week)         10%                         0%
       1-2 weeks                       25% (See note 1)            0%
       3-8 weeks                       25% (See note 1)           40%
       9-12 weeks                      50%                       100%
       13-16 weeks                     125%                      100%
       >16 weeks                       Unlimited                 100%

At Buyer's risk, Seller is authorized to:

1.   Stock (1) week  (average of first (8) weeks of rolling  forecast) of Buffer
     FGI for all forecasted

2.   Products.  Buyer may request  increases  greater  than 25% during weeks one
     through four under conditions  where the authorized  quantity of Buffer FGI
     covers said increases.

3.   Carry a mutually  agreeable (in writing)  level of piece part  inventory to
     enable  Seller's  response to  allowable  schedule  increases.  Seller must
     identify in a separate attachment (Exhibit F, Buffer Inventory) those parts
     which are required to meet the first 8 weeks of forecast flexibility.

Supplemental  Note:  Buyer  is not  responsible  for  any  material  beyond  the
forecasted, first (8) weeks unless

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Seller identifies in Exhibit G, Long Lead Materials (and obtains Buyer's written
concurrence)  the price and lead times of long lead parts  necessary to meet the
forecasted  volume  beyond the (8) week  window.  Buyer  shall pay Seller 1% per
month carrying charge for Buffer Inventory.  There is no carrying charge for the
authorized Buffer FGI.

(d) In the event of Buyer's  cancellation  of a forecasted  Product for a reason
other  than  Seller's  breach  of the  terms of this  agreement,  all  completed
products,  assemblies in process,  components and any tooling,  test and burn-in
equipment  owned by Buyer and  furnished  to Seller,  shall be  disposed  of, at
Buyer's  expense in  accordance  with written  instructions  furnished by Buyer.
Furthermore, in the event of such cancellation, Buyer shall:

1.   Purchase all finished products and work-in-process materials. For any model
     (Part Number), the quantity of items shall not exceed the equivalent of the
     first  (3)  weeks of  scheduled  forecast  plus the one week of  authorized
     Buffer FGI.

2.   Purchase any materials  (including only the material mark up per Exhibit B)
     which were procured by Buyer in accordance with the forecast, which are not
     usable on other products  manufactured  by Seller and are not cancelable or
     returnable to the vendor.  This  liability is limited per the provisions of
     2.3c.

3.   Subject to the  limitations  of paragraph  2.3c,  reimburse  Seller for any
     reasonable  cancellation  and/or related costs from its vendors as a result
     of Buyer's  cancellation.  Seller must exercise "best in class" procurement
     practices in attempting to cancel orders and/or minimize Buyer's liability.


3.0 STATEMENT OF WORK

3.1 Manufacturing Standards

Products  shall be  manufactured  and  assembled  in  compliance  with  Seller's
workmanship standards and Buyer's specifications, IPC-610B Class II and meet the
Buyer's quality control practices and standards.  If Buyer's  specifications and
Seller's  workmanship  standards  conflict,  Buyer's  specifications  shall take
precedence.  Buyer may request that Seller purchase  specific  material or parts
for the  manufacture  or assembly of the Products,  or change the  manufacturing
process.  Adjustments,  if any,  to the  price  of the  Products  caused  by the
requirement to use a specific part, material,  or manufacturing  process must be
agreed upon by Buyers in advance, in writing.

3.2 Specifications

Buyer  shall   provide   Seller  with  all   Specifications   except  where  the
specifications  are standards  issued by a national or  international  standards
body. From time to time,  Buyer and Seller may agree to add additional  Products
to this Agreement by attaching an Addendum to the Exhibits  containing  required
specifications and price information, which is signed by both parties.

3.3 Configuration Control.

Seller shall not make or incorporate  any change in the  specifications  for the
Products which affects form, fit,  function,  regulatory  approvals,  interface,
interchange-ability,   reliability  or  maintainability  without  prior  written
approval  of Buyer,  which  approval  shall not be  unreasonably  withheld.  All
components used in production of Buyer's Products are listed on Buyer's Approved
Vendors List (hereinafter  "AVL"), with Buyer's part number and approved vendors
for that component.  It is the  responsibility of Seller to obtain an up-to-date
copy of the AVL.  Seller must put systems in place within its quality  system to
ensure that all components  purchased for use in production of Buyer's  Products
are in compliance with the AVL. Material  purchased by Seller or any third party
purchasing agent on behalf of Seller that is at variance with the Buyer's AVL is
explicitly  prohibited.  Seller  is  accountable  for any  and  all  liabilities
resulting  from  unauthorized  deviations  from  Buyer's AVL or quality  control
requirements.



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<PAGE>


4.0 CHANGES

4.1 Seller Changes.

(a) Seller shall not incorporate any engineering  change to the Products without
Buyer's  prior  written  consent.  Seller shall notify Buyer of any  engineering
change  proposed  by  Seller  to  the  Products,  and  shall  supply  a  written
description of the expected  effect of the  engineering  change on the Products,
including  the  possible   effect  on  price,   performance,   reliability   and
serviceability  as part of the proposed  engineering  change and any anticipated
costs for obsolete materials. Buyer, at its discretion, may elect to incorporate
or not to  incorporate  any  Seller-proposed  engineering  change to the Product
design  and shall  notify  Seller of its  decision  within 30  (thirty)  days of
receipt of  Seller's  proposal.  If any  Seller-proposed  engineering  change is
accepted by Buyer and is  incorporated  into the  Product  design  resulting  in
reduced  Product  price,  Seller  and Buyer  will  share in the  resulting  cost
savings,  based on the following schedule (days are represented as calendar days
following Buyer's approval):

            0   - 60 days       100% to Seller
           61   - l20days       50% to Seller: 50% to Buyer
          121   - 180 days      25% to Seller: 75% to Buyer
        after   180 nays        100% to Buyer

(b) If a  Seller-proposed  engineering  change is accepted by Buyer, the parties
agree to amend the unit price and pending  purchase order  accordingly,  and the
new product price shall apply to all Products delivered  hereunder which include
the Seller-proposed engineering change.

(c) Seller  agrees that any and all  Seller-proposed  engineering  changes shall
belong to and be the property of the Buyer. Once the proposed engineering change
is accepted by Buyer,  Buyer assumes all liabilities  for the change  (including
obsolete materials  previously  identified by Seller) as if it had been proposed
and adopted by the Buyer.

4.2 Buyer Changes.

(a) Buyer may make engineering  changes to the Products from time to time during
the term of this  Agreement by written  notification  to Seller  describing  the
details of the engineering  change.  Drawings,  designs,  and/or  specifications
required for the change shall also be supplied by Buyer.  Buyer shall assume all
liability for obsolete  materials and products as if such changes  resulted from
the Buyer's  cancellation of its forecast  pursuant to Section 2.3(c).  Once the
parties  have agreed  upon any  resulting  unit price  change as  determined  in
Section 4.2(b),  Seller shall incorporate the proposed  engineering  change into
the  Products on a schedule  to be agreed to by the  parties.  Seller  shall not
proceed to implement any proposed  engineering  change without  Buyer's  written
authorization.

(b) Within fifteen (15) days of Buyer's  notification of a proposed  engineering
change,  Seller shall provide Buyer with a written  quotation which includes any
proposed  increase or decrease  in the unit price of the  Products  and a costed
summary of  obsolete  material.  The parties  shall make a good faith  effort to
agree upon any change  which may apply to the unit price of the  Product  within
thirty  (30)  days  from  the  date  of  Buyer's  notification  of the  proposed
engineering change, and this Agreement shall be amended accordingly.


5.0 AUTOMATIC TEST EQUIPMENT, TOOLING AND TEST FIXTURES

5.1 Tooling and Test Fixtures

Upon written  authorization by Buyer, Seller shall order and purchase for Buyer,
at Buyer's expense, all of the process tooling, assembly tools and test fixtures
necessary or appropriate to manufacture the Products, except for tools consigned
by Buyer  and  listed  on  Exhibit  D.  Seller  shall  submit  any  request  for
authorization to

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<PAGE>

purchase tooling and test fixtures to Buyer, in writing.  At Buyer's option,  it
shall provide Seller with the process tooling,  assembly tools and test fixtures
from Buyer's  existing  supplies of those  items.  Buyer shall grant or deny the
request in writing  within  fifteen (15) days after the date of the request.  If
Buyer does not  respond to Seller  within the  prescribed  period or  delivers a
timely denial of any request,  then any purchase orders for the periods affected
shall be  appropriately  adjusted by the  parties.  Seller's  receipt and use of
Buyer-approved  tooling and test fixtures shall be deemed as Buyer's  acceptance
of the process  tooling,  assembly tools and test fixtures.  Upon termination of
this  Agreement  or upon  Buyer's  written  request,  Seller shall ship to Buyer
F.O.B.,  Seller's  Manufacturing  Plant, and at the expense of Buyer, all of the
design drawings, "as-built" drawings, process tooling and test fixtures paid for
by the Buyer or  consigned to Seller.  Notwithstanding  the  foregoing,  process
tooling,  assembly tools,  test fixtures,  and all intellectual  property rights
with respect to such tooling and test fixtures which are developed solely at the
expense of Seller in connection with  performance of this Agreement shall be the
property of the Seller.

5.2 Automatic Test Equipment

Beginning  in Q4 of 1998,  Seller  will  consider  Buyer's  request  that Seller
purchase  automatic  test equipment  (ATE) required to manufacture  products for
Buyer.  Seller  will  make a  proposal  to Buyer  as to how the cost of said ATE
equipment would be recovered by Seller.

5.3 Protection of Equipment

Regardless of whether equipment is owned by Buyer or Seller, all equipment which
is in the physical custody of Seller shall be adequately  protected against loss
or damage.  Seller is responsible  to maintain  insurance for said equipment and
all repair, maintenance, and calibration expenses.


6.0 PURCHASE PRICE AND PAYMENT TERMS

6.1 Purchase Price.

The prices for the Products are listed on the attached Exhibit B. If, during the
term of this  Agreement,  changed  prices are put into effect by mutual  written
agreement  of the parties;  such prices shall apply only to all purchase  orders
issued by Buyer after the effective date of the changed prices.

6.2 Payment Terms.

The purchase price for the Products,  and all other related charges contemplated
by this  Agreement  shall be due and payable thirty (30) days after the later of
(i) the date of Seller's  invoice or (ii) the date of  shipment of the  Products
and shall not be subject to any set-off claims of Buyer.

6.3 Sales and Use Tax.

Buyer  shall pay all  applicable  sales or use taxes,  or provide  Seller with a
resale tax  certificate  to support any  exemption.  If the  Products  are to be
exported  after  delivery  to Buyer,  Buyer  shall  arrange  for  payment by its
customer(s) or end-user(s)  of all applicable  import duties at the  destination
country.


7.0 PACKAGING, SHIPPING AND DELIVERY


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<PAGE>


7.1 Packaging.

All Products  shall be packaged for shipment so as to protect the Products  from
loss  or  damage,  in  conformance  with  good  commercial   practice,   Buyer's
specifications, government regulations and other applicable standards.

7.2 Shipping.

All  shipments  shall be made  F.O.B.  Seller's  Manufacturing  Plant,  Title to
Products and risk of loss, damage or destruction shall pass from Seller to Buyer
upon Seller's  delivery of the Products to the common  carrier  specified by the
Buyer, or, if no instructions are given, Seller shall select the least expensive
carrier.  Any such loss,  injury or destruction shall not release Buyer from any
obligation under this Agreement.

7.3 Delivery.

(a) All orders shall be shipped  complete.  Seller shall  immediately give Buyer
oral and  written  advice  of any  prospective  failure  to ship  the  specified
quantity of Products in time to meet the scheduled  delivery date. Should only a
portion of the Products be available for shipment by the delivery  date,  Seller
shall consult with Buyer to obtain  authorization to make a partial shipment and
to obtain  delivery  instructions.  Where Buyer  allows  Seller to make  partial
shipments,  the shipments shall be applied against completion of the oldest open
order first.

(b) If Seller  ships any  Product  by a method  other than as  specified  in the
corresponding  purchase  order,  Seller shall pay any resulting  increase in the
cost of freight incurred over the cost of freight which would have been incurred
had Seller complied with Buyer's shipping instructions.

(c) If, due to Seller's failure to make a timely shipment,  the specified method
of transportation  would not permit Seller to meet the scheduled  delivery date,
the Products affected shall be shipped by air  transportation or other expedient
means  acceptable to Buyer.  Seller shall pay for any resulting  increase in the
freight  cost over that  which  Buyer  would  have been  required  to pay if the
specified method of transportation was used.

(d) If Seller ships more Products than ordered in the purchase order, the amount
of  over-shipment  may,  at Buyer's  option,  either be kept by Buyer for credit
against  future  shipments  or returned to Seller at Seller's  risk and expense,
shipped FOB Origin. If Buyer elects to keep the over shipment,  payment for such
overshipment  shall be due 30  (thirty)  days  from the later of (i) the date of
invoice,  (ii) the date of shipment and (iii) the date of the Buyer's acceptance
of the overshipment.

(e) Seller shall obtain  Buyer's  approval  before making any delivery more than
five (5) working days prior to the scheduled delivery date. If Seller ships more
than three  working  days in  advance of the  scheduled  delivery  date  without
Buyer's  approval,  Buyer may return the Products to Seller at Seller's risk and
expense and Seller  shall  re-ship the  Products  when due at Seller's  risk and
expense. If the Buyer elects to keep the advance shipment,  the payment for such
advanced  shipment  shall be due 30 (thirty) days from the later of (i) the date
of invoicing, (ii) the date of shipment or (iii) the date of acceptance by Buyer
of the advance shipment.


8.0 INSPECTION AND ACCEPTANCE

8.1 Inspection.

All items shall be subject to inspection by Buyer at its expense  within fifteen
(15) working days after Buyer  receives a shipment of the Products  from Seller.
Failure to inspect the Products within such time frame shall constitute a waiver
of Buyer's right to inspect prior to payment and shall also  constitute a waiver
of any defect or quantity shortages that reasonable  inspection prior to payment
would have revealed.  None of these  provisions shall be interpreted as limiting
Buyer's  right to seek redress  against  Seller for products  that prove

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<PAGE>


to be defective in subsequent use by Buyer or Buyer's eventual  customers due to
causes reasonably under Seller's control.

8.2 Acceptance.

Acceptance of the Products  shall be based upon  compliance of the Products with
Buyer's specifications. The Products shall be deemed irrevocably accepted unless
Buyer gives Seller  written  notice of the failure  within  thirty) (30) working
days of receiving the Products from Seller unless such  deviation of the Product
from the  Buyer's  specifications  would  not be  reasonably  determinable  from
Buyer's inspection.

8.3 Rejection.

Buyer  shall  give  Seller  written  notice  of any  rejection  based  upon  the
condition,  quality,  quantity  or grade of the  Products.  Failure to give such
written  notice  within  thirty (30)  working days of receipt  shall  constitute
irrevocable  acceptance of the Products.  If Buyer  provides the written  notice
specified in Section 8.2 and rejects Products within the thirty (30) working-day
acceptance  period.  Seller, at its sole option,  shall either repair or replace
any   Products   which   fail  to  meet  the   contractually   imposed   Product
specifications. Seller agrees to pay all shipping costs related to the return of
such  Products to Seller and the  shipping  costs  related to  redelivering  the
replacement  Products to Buyer and/or  Buyer's  customers.  The mode of shipment
shall be via a standard commercial carrier.


9.0 WARRANTIES, REMEDIES AND LIMITATION OF LIABILITY

9.1 Warranty.

Seller  warrants that each Product shall be free from defects in workmanship and
materials  and shall have been  produced in  accordance  with the  manufacturing
processes specified by Buyer and shall conform to the Product specifications for
twelve (12) months from the date of delivery to the Buyer.  During such warranty
period,  Seller  shall,  at its sole  discretion  and at its expense,  repair or
replace the defective Products.

9.2 Limitation of Warranty.

EXCEPT AS EXPRESSLY  STATED IN SECTION 8.1 AND 9.1, SELLER HEREBY  DISCLAIMS ANY
EXPRESS  OR IMPLIED  WARRANTIES,  INCLUDING,  BUT NOT  LIMITED  TO, ANY  IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  SELLER SHALL
NOT BE RESPONSIBLE FOR ANY DEFECT CAUSED BY PRODUCT MISUSE.

9.3 Limitation of Liability.

(a) Seller's entire  obligation  under this warranty is exclusive to Buyer,  and
shall be limited to repair or replacement of any parts or Product,  of which the
Buyer gives the Seller written notice as defective  within the warranty  period.
Buyer shall be entitled to a remedy  hereunder  only if it notifies  Seller,  in
writing,  of the alleged breach of warranty within a reasonable  period,  not to
exceed thirty (30 working) days,  after Buyer discovered or has been informed in
writing of a defect in workmanship or materials.

(b) UNDER NO CIRCUMSTANCES  SHALL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY
OTHER PERSON, FOR SPECIAL,  INDIRECT,  INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED
UPON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STATUTORY CLAIM, OR ANY OTHER
LEGAL THEORY PERTAINING TO ITS PERFORMANCE UNDER THIS AGREEMENT.


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<PAGE>


10.0 INDEMNIFICATION

10.1 Seller Indemnification.

Seller represents and warrants that the manufacturing  processes employed in the
manufacture  of the  Products do not  infringe on any patent,  trademark,  trade
secret,  copyright or other  proprietary right and that Seller is unaware of any
claim of infringement, either threatened or pending. Seller agrees to indemnify,
defend and hold Buyer harmless from and against any claim for such infringement.
In the event that any such process is found to so infringe, Seller shall, at its
option and sole expense, either make such process non-infringing and replace the
infringing Products at its sole expense, or shall procure the rights to continue
to use  such  infringing  process.  The  foregoing  remedies  are the  sole  and
exclusive remedies of the Buyer in the event of an infringement. Buyer shall not
be entitled to recover from Seller any lost  profits or any other  consequential
damages suffered as a result of such infringement or alleged infringement. It is
agreed that Seller shall undertake the defense of any such claim through counsel
of its own choice and at its expense.  However,  the  provisions of this section
shall not apply with  respect to any claim of patent,  trademark,  or  copyright
infringement   made  solely  with  respect  to  the  incorporation  of  specific
components into the Products at the express  direction of Buyer,  including such
incorporations made in express compliance with Product specifications.

10.2 Buyer Indemnification.

(a) Buyer  represents  and warrants that it owns, or has the legal right to use,
the designs and  specifications  needed to  manufacture  the Products,  that the
designs and  specifications  do not  infringe on any  patent,  trademark,  trade
secret,  copyright or other proprietary  right, and that Buyer is unaware of any
claim  of  infringement,  either  threatened  or  pending.  Notwithstanding  the
language in Section 10.1 above,  Buyer shall  defend,  indemnify and hold Seller
harmless  against  any claims or  liabilities  for, or by reason of, any alleged
infringement  of  any  patent,  trademark,  trade  secret,  copyright  or  other
proprietary  right  caused  by  Seller's  use  and  reliance  upon  the  Product
specification in manufacturing the Product, or arising out of the Products being
incorporated  by Buyer into another  Product or system which  infringes upon any
patent, trademark, trade secret, copyright or other proprietary right.

(b) Buyer agrees that it will  indemnify  and hold Seller  harmless  against and
from any and all claims, damages and liability suffered by Seller resulting from
personal  injury and/or  property  damage to third  parties,  including  without
limitation to Seller's employees, due to defects in the design of the Product or
the Product  specifications or in any specific  component  incorporated into the
Product at the express direction of the Buyer (including any such  incorporation
made in express compliance with specific Product specifications).


11.0    TERMINATION

11. 1 Termination by Seller.

Seller shall have the right to cancel this Agreement  and/or any active purchase
orders:

1.   Upon Buyer's failure to pay outstanding invoices within 90 days of becoming
     due according to theterms of this Agreement; or

2.   Upon thirty (30) days advance  written  notice to Buyer  regarding  Buyer's
     material nonperformance or repudiation of any other substantive obligations
     of this  Agreement  (other  than  failure to pay any  invoice)  and Buyer's
     failure to cure such  nonperformance or repudiation within thirty (30) days
     after the written notice is received, or such additional cure period as the
     Seller may authorize in writing;  or

3.   Upon  written  notice from the Seller in the event the Buyer has elected to
     close or dissolve  its  operation

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<PAGE>


     or is wound up and dissolved, becomes insolvent, or repeatedly fails to pay
     its debts as they  become  due,  makes an  assignment  for the  benefit  of
     creditors,  files a voluntary  petition in bankruptcy or for reorganization
     or is adjudicated as bankrupt or insolvent,  or has a liquidator or trustee
     appointed  over  its  affairs  and such  appointment  shall  not have  been
     terminated and discharged within thirty (30) days thereof.


11.2    Termination by Buyer.

Buyer shall have the right to cancel this Agreement  and/or any active  purchase
orders:

     1.  For the convenience of Buyer if such cancellation is done in compliance
         with Section 2.3 of this Agreement; or

     2.  Upon  thirty  (30) days  advance  written  notice  to Seller  regarding
         Seller's  material  nonperformance  or repudiation  of any  substantive
         obligations  of this  Agreement  and  Seller's  failure  to  cure  such
         nonperformance or repudiation within thirty (30) days after the written
         notice is  received  or such  additional  cure  period as the Buyer may
         authorize in writing; or

     4.  Upon written  notice from the Buyer in the event the Seller has elected
         to close  or  dissolve  its  operation  or is  wound up and  dissolved,
         becomes insolvent,  or repeatedly fails to pay its debts as they become
         due,  makes  an  assignment  for  the  benefit  of  creditors,  files a
         voluntary  petition  in  bankruptcy  or  for   reorganization,   or  is
         adjudicated  as bankrupt or  insolvent,  or has a liquidator or trustee
         appointed  over its  affairs and such  appointment  shall not have been
         terminated and discharged within thirty (30) days thereof; or

     5.  Upon ninety (90) days prior written  notice to the Seller for any or no
         reason whatsoever

11.3 Termination by Both Parties.

This Agreement may be terminated at any time upon the mutual  written  agreement
of both parties hereto.

11.4 Other.

Notwithstanding any provisions to the contrary,  Sections 2.3(d), 6.0, 9.0, 10.0
and 12.12  shall  survive the  termination  of this  Agreement.  In the event of
termination  or  expiration  of this  Agreement,  except  for a  termination  as
described in Sections  11.1 and 11.2,  the  provisions  of this  Agreement  will
continue to apply to purchase  orders  accepted by Seller prior to the effective
date  of  such  termination  or  expiration  within  ninety  (90)  days  of  the
termination  effective date unless Buyer notifies Seller of its intent to change
such purchase order in connection with its notice of termination and pursuant to
the provisions set forth in Section 2.3.


12.0 MISCELLANEOUS

12.1 Entire Agreement.

This Agreement and its attachments  constitute the entire agreement  between the
parties  regarding  the  contemplated   transactions  and  supersede  all  prior
agreements and understandings between the parties relating thereto.




                                                                               9
<PAGE>

12.2    Descriptive Headings.

The  descriptive  headings  and  sections of this  Agreement  are  inserted  for
convenience  only and shall not control or affect the meaning or construction of
any of the provisions hereof.

12.3 Interpretation.

Should any provision of this Agreement  require judicial  interpretation,  it is
agreed  that the court  interpreting  or  construing  the same shall not apply a
presumption that the terms hereof shall be more strictly  construed  against one
party by reason of the rule of  construction  that a document is to be construed
more  strictly  against the party who itself or through its agent  prepared  the
same, it being agreed that all parties,  directly or through their agents,  have
participated in the preparation or negotiation hereof.

12.4 Severability.

In case any one or more of the provisions  contained in this Agreement shall for
any reason be held to be  invalid,  illegal  or  unenforceable  in any  respect,
except in those instances where removal or elimination of such invalid, illegal,
or  unenforceable   provision  or  provisions  would  result  in  a  failure  of
consideration   under  this   Agreement,   such   invalidity,   illegality,   or
non-enforceability  shall  not  affect  any  other  provision  hereof,  and this
Agreement  shall be  construed as if such  invalid,  illegal,  or  unenforceable
provision had never been contained herein.

12.5 Amendments.

No  modification,  termination,  extension,  or renewal of any provision of this
Agreement  shall be binding  upon either party unless made in writing and signed
by an authorized representative of each of the parties.

12.6 Waiver.

No waiver of any breach of any provision of this  Agreement  shall  constitute a
waiver of any prior,  concurrent or  subsequent  breach of the same or any other
provisions  hereof,  nor shall it  constitute  a course of dealing and no waiver
shall be effective unless made in writing.

12.7 Notice.

All notices  which  either  party hereto is required to or may desire to give to
the other party shall be in writing and shall be given by sending such notice to
the party signing this  Agreement at the address set forth on the signature page
of this  Agreement,  or such  replacement  address  as such  party may supply in
accordance with this notification  provision,  by either: (i) personal delivery,
(ii) recognized  overnight delivery service,  or (iii) depositing such notice in
the United States Mail, properly addressed and postage prepaid for delivery.

12.8    Force Majeure.

(a) Performance of this Agreement shall be pursued with due diligence.  However,
neither  party  shall be  liable to the  other  for  nonperformance  or delay in
performance due to causes not reasonably within its control,  including, but not
limited to,  acts of civil or  military  authority,  acts of God,  war,  riot or
insurrection, blockades, embargoes, sabotage, epidemics, fires, or floods.

(b) In the event of any force majeure  occurrence,  the disabled party shall use
its best efforts to meet its  obligations  as set forth in this  Agreement.  The
disabled party shall promptly,  and in writing,  advise the other party if it is
unable to perform due to a force majeure  event,  the expected  duration of such
inability to perform and of any  developments  that appear  likely to affect the
ability of that party to perform any of its obligations  hereunder,  in whole or
in part. Upon receipt of such notice, all obligations under this Agreement shall
be immediately  suspended.  If the period of  nonperformance  exceeds sixty (60)
days from the receipt of the

                                                                              10
<PAGE>

notice of the force majeure  occurrence,  the party whose ability to perform has
not been so affected may terminate  this  Agreement by giving  written notice to
the disabled party.

12.9    Third Party Beneficiary.

This  Agreement is intended  for the benefit of the parties and their  permitted
assigns,  and no other persons shall be entitled to rely upon this  Agreement or
be entitled to any benefits under this Agreement.

12.10   Assignment.

Neither  Buyer or Seller  shall have the right to assign any of its rights under
this Agreement without the prior written consent of the other party hereto,  and
no  purported  assignment  shall  be  binding  upon  the  non-consenting  party.
Notwithstanding  the above,  Buyer may assign its rights under this Agreement to
any person that  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled  by, or is under common control with, the Buyer or a
successor in interest to the Buyer in the event of a merger or change in control
of the Buyer.

12.11   Independent Contractor.

Neither party shall,  for any purpose,  be deemed to be in a joint venture with,
or an agent of, the other party and the  relationship  between the parties shall
only be that of independent contractors.

12.12   Confidential Information.

Neither  party  shall use,  or disclose  to any third  party,  any  confidential
information of the other party which has been disclosed to it in connection with
this Agreement including, without limitation, designs, plans, methods, processes
or  specifications,  provided,  however,  that  Seller  has the right to furnish
confidential  information  of Buyer to third  parties  if it is  needed  by such
parties in order to make parts for the Products,  and provided  further that the
third parties first agree in writing to hold such  information in confidence and
use it only for the purpose of making such parts.  Seller  shall  require all of
its employees,  consultants and  contractors to execute an invention  assignment
and non-disclosure agreement in a form provided by or approved by the Buyer.

12.13   Advertising.

No  advertising  by Seller or Buyer shall  display or contain any  trademarks or
references  to the  other  party or its  customers  without  the  prior  written
approval of all parties referenced therein.

12.14   Compliance with the Laws.

Each of the parties  shall  comply with all  federal,  state,  local and foreign
laws, rules and regulations  applicable to its obligations  under this Agreement
or to the Products supplied hereunder.

12.15   Applicable Laws.

This  Agreement  shall be construed in accordance  with the laws of the State of
California, in the United States of America.

12.16 Jurisdiction and Venue.

The  parties  hereby  agree  that (a)  venue  for any  legal  action  authorized
hereunder shall be in Santa Clara County, California, and (b) jurisdiction shall
be vested  exclusively  in the Circuit Court of the Judicial  Circuit in and for
Santa Clara County, California, or if appropriate, in the United States District
Court for the Northern District of California.



                                                                              11
<PAGE>

12.17 Attorney's Fees.

In the event that either party shall retain  counsel to enforce any of the terms
hereof,   the  losing  party  shall  pay  the  prevailing  party  all  costs  of
enforcement,  including  attorney's  fees,  court costs and expert witness fees,
whether  or not suit is filed and  whether  incurred  at trial,  on  appeal,  in
bankruptcy or otherwise.

12.18 Full Payment Checks.

Seller may accept and  deposit any checks  marked  "Payment in Full" or words to
the like  effect  without  waiving  its right to the  payment in full under this
Agreement,  UNLESS BUYER SHALL GIVE WRITTEN NOTICE TO SELLER IN COMPLIANCE  WITH
SECTION  12.7  SPECIFYING  THE AMOUNT IN DISPUTE  AND THE BASIS  THEREFORE,  AND
STATING THAT THE CHECK IS BEING TENDERED AS FULL PAYMENT.

12.19 Counterparts.

This  Agreement  may be  executed in any number of  counterparts,  each of which
shall be an original, but all of which together shall constitute one instrument.


IN WITNESS WHEREOF, the duly authorized  representative of Buyer and Seller have
executed this Agreement on the dates shown below:

SELLER:                                         BUYER:
GSS/ARRAY Technology                            SPECTRIAN
94 Moo 1, High-Tech Industrial Estate,          350 West Java Drive
Banland, Bang pa-in, Ayudhaya, 13160            Sunnyvale, CA 94089
Thailand                                        Phone: (408) 745-5410
Phone:  011-66-35 350890


By:  /s/ James A Menues                         By: /s/ Stephen B. Greenslan
   ----------------------------------------        ----------------------------
   (Signature of authorized representative)


NAME:    James A. Menues                        NAME:  Stephen B. Greenslan
     --------------------------------------          --------------------------
              (type or print)


TITLE:  COO--Asia/Envelope                      TITLE:  Exec. VP and COO
      -------------------------------------           -------------------------

DATE:    20 July 98                             DATE:    July 31, 1998
      -------------------------------------           -------------------------

12