<PAGE>

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT
AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933 AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.


                                 EIP MICROWAVE, INC.

                                 WARRANT CERTIFICATE

                                    July 20, 1998


     THIS WARRANT CERTIFICATE (this "WARRANT CERTIFICATE"), certifies that JAMES
N. CUTLER, JR., or the registered assigns thereof ("HOLDER"), is the owner of
100,000 warrants (the "Warrants"), each of which entitles Holder to purchase, as
and when described herein, one share of Common Stock, $0.01 par value
(collectively, the "WARRANT SHARES" or individually a "WARRANT SHARE"), of EIP
Microwave, Inc., a Delaware corporation (the "COMPANY"), at a purchase price of
$0.52 per share, during the term of this Warrant Certificate, subject to
adjustment as provided in Section 6 hereof.

     1.   THE WARRANTS.  Each of the Warrants entitles Holder to purchase one
(1) fully paid and nonassessable Warrant Share (such number being subject to
adjustment as provided in Section 6 hereof) on the terms and conditions herein
set forth.

     2.   PURCHASE PRICE.  The purchase price (the "PURCHASE PRICE") of the
Warrant Shares covered by the Warrant shall be $0.52 per Warrant Share.

     3.   TERM OF THE WARRANTS.  The term of the Warrants shall commence on the
date hereof and all rights to purchase any of the Warrant Shares hereunder shall
cease at 11:59 P.M. on July 1, 2000 (the "EXPIRATION DATE"), subject to earlier
termination as provided herein.  Except as may otherwise be provided in this
Warrant Certificate, the Warrants granted hereunder may be exercised, to the
extent provided in Section 5.1 hereof, at any time preceding the Expiration Date
or expiration pursuant to Section 5.2 hereof.  The purchase price of the Warrant
Shares as to which the Warrants shall be exercised shall be paid in full at the
time or exercise in cash or by check.  Holder shall not have any rights of a
holder of any of the Warrant Shares covered by the Warrants with respect to any
shares of the Company's Common Stock not actually issued and delivered to
Holder.

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<PAGE>

     4.   NONTRANSFERABILITY.

          4.1  GENERAL RESTRICTION ON TRANSFER.  Except as otherwise expressly
provided in this Section 4, Holder shall not sell, pledge, assign, hypothecate,
encumber, alienate or otherwise transfer or dispose of ("TRANSFER") any or all
of the Warrants or any interest therein.

          4.2  PERMITTED TRANSFERS.  Notwithstanding Section 4.1 hereof, Holder
may Transfer any or all of the Warrants either (a) to an Affiliate (as that term
is defined in Rule 144(a) promulgated under the Securities Act of 1933, as
amended) of Holder provided that, prior to such transfer, (i) the Company has
received from Holder written notice of such proposed transfer and (ii) the
transferee with respect to such transfer has agreed in writing (and the Company
has received a copy of such writing) to be subject to the restrictions on
transfer contained herein or (b) upon and in accordance with the Company's prior
written consent; PROVIDED, HOWEVER, that Holder shall in no event Transfer any
or all of the Warrants (or any interest therein) at any time except in
compliance with applicable federal and state securities laws.  Any transferee
under this Section 4.2 shall take the Warrant(s) transferred to such transferee
subject to the restrictions on transfer set forth in this Section 4.

          4.3  PROHIBITED TRANSFERS; NULL AND VOID.  Any attempt to Transfer in
violation of this Section 4 shall be null and void, and neither the Company nor
any transfer agent shall give any effect in the Company's records to any such
attempt to Transfer.

     5.   EXERCISABILITY AND EXPIRATION.

          5.1  EXERCISABILITY.  The Warrants (until expiration or termination)
shall be exercisable only to the extent of 20,000 Warrants after the Holder has
advanced $100,000 to the Company pursuant to the Subordinated Loan Agreement
dated as of July 20, 1998 between the Company and the Holder, and to the extent
of an additional 20,000 Warrants after each additional advance of $100,000 by
the Holder to the Company pursuant thereto.

          5.2  EXPIRATION.  In addition to any other event causing an expiration
or termination of this Warrant Certificate, these Warrants shall expire and all
rights to purchase any or all of the Warrant Shares shall cease (to the extent
not theretofore terminated or expired as herein provided) upon the effective
date of (a) the dissolution or liquidation of the Company, (b) a merger,
consolidation, acquisition of property or shares, separation or reorganization
of the Company, with one or more entities, corporate or otherwise, as a result
of which the Company is not the surviving entity, (c) a sale of substantially
all of the property or shares of the Company to another entity, corporate or
otherwise, or (d) a "reverse" merger by which the Company is acquired but is the
surviving entity.  The Company shall cause written notice to be given to Holder
of any such proposed transaction not less than fifteen (15) days prior to the
anticipated effective date thereof, and Holder shall have the right to exercise
these Warrants at any time prior to the effective date of (i) the termination of
the Warrants, or (ii) such proposed transaction, whichever is earlier.

     6.   ADJUSTMENTS FOR STOCK SPLITS, CONSOLIDATIONS, ETC.  The number and
class of shares subject to this Warrant Certificate shall be proportionately
adjusted in the event of any change or increase or decrease in the number of
issued shares of the Company's Common Stock, 

                                        2

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without receipt of consideration by the Company, which result from a split-up 
or consolidation of shares, payment of a share dividend, a recapitalization, 
combination of shares or other like capital adjustment, so that, upon 
exercise of this Warrant Certificate, Holder shall receive the number and 
class of shares it would have received had it been the holder of the number 
of shares of Common Stock in the Company, for which this Warrant Certificate 
is being exercised, on the date of such change or increase or decrease in the 
number of issued shares of Common Stock in the Company.  Subject to any 
required action by its stockholders, if the Company shall be a surviving 
entity in any reorganization, merger or consolidation (except a "reverse" 
merger under Section 5(d) hereof), this Warrant Certificate shall be 
proportionately adjusted so as to apply to the securities to which the holder 
of the number of shares of Common Stock in the Company subject to this 
Warrant Certificate would have been entitled upon the effectiveness of such 
reorganization, merger or consolidation.  Adjustments under this Section 6 
shall be made by the Board of Directors or a committee thereof, whose 
determination with respect thereto shall be final and conclusive.  No 
fractional share shall be issued under this Warrant Certificate or upon any 
such adjustment.

     7.   METHOD OF EXERCISING WARRANTS.  Subject to the terms and conditions of
this Warrant Certificate, this Warrant Certificate may be exercised by Holder
(a) by giving written notice to the Secretary of the Company stating the number
of the Warrant Shares with respect to which this Warrant Certificate is being
exercised and (b) tendering payment of the Purchase Price for each of the
Warrant Shares to be purchased.  The Purchase Price for all of the Warrant
Shares to be purchased upon any exercise under this Warrant Certificate must be
paid in full upon such exercise.  Payment shall be made in cash or such other
form of consideration as the Board of Directors may permit.  Holder's exercise
notice provided for above shall be accompanied by (i) this Warrant Certificate
(for appropriate endorsement by the Company to reflect such exercise), (ii) a
completed and executed Investor's Certificate in substantially the form attached
hereto as EXHIBIT A, and (iii) such other agreements and documents as may be
reasonably requested by the Company.  As soon as practicable after the exercise
of this Warrant Certificate and compliance in full by Holder with this
Section 7, Holder shall be entitled to receive a stock certificate evidencing
ownership of the Warrant Shares purchased.  The certificate or certificates for
the shares as to which the Warrants shall have been so exercised shall be
registered in the name of the person so exercising the Warrants and shall be
delivered, as provided above, to or upon the written order of the person so
exercising the Warrants.  In the event the Warrants shall be exercised by any
person other than the Holder in accordance with the terms hereof, such notice
shall be accompanied by appropriate proof of the right of such person to
exercise the Warrants.  All of the Warrant Shares that shall be purchased upon
the exercise of the Warrants as provided herein shall be fully paid and
nonassessable.  Holder shall not be entitled to the privileges of share
ownership as to any shares of the Company's Common Stock not actually issued and
delivered to Holder.  Holder hereby certifies that all shares of Common Stock in
the Company purchased or to be purchased by it pursuant to the exercise of this
Warrant Certificate are being, or are to be, acquired by Holder for investment,
and not with a view to the distribution thereof.

     8.   GENERAL.  The Company shall at all times during the term of the
Warrants reserve and keep available such number of shares of Common Stock as
will be sufficient to satisfy the requirements of this Warrant Certificate,
shall pay all original issue and transfer taxes with respect to the issue and
transfer of shares pursuant hereto and all other fees and expenses 

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necessarily incurred by the Company in connection therewith, and will from 
time to time use its best efforts to comply with all laws and regulations, 
which, in the opinion of counsel for the Company, shall be applicable thereto.

     IN WITNESS WHEREOF, the Company has executed and delivered this Warrant
Certificate as of the date first set forth above.
                         
                              THE COMPANY
                              
                              EIP MICROWAVE, INC.
                              1745 McCandless Drive
                              Milpitas, CA 95035-8024
                              Fax Number:  (408) 945-6312



                              By:  /s/ J. BRADFORD BISHOP
                                   -------------------------------------
                                   J. Bradford Bishop
                                   Chairman and Chief Executive Officer


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<PAGE>


                                                               EXHIBIT A TO THE
                                                            WARRANT CERTIFICATE

                          INVESTOR'S CERTIFICATE


                                                 Date: _____________ ___, 199__


     I, the undersigned, hereby certify that all of the shares of common stock
of EIP Microwave, Inc. (the "COMPANY") being purchased by me pursuant to the
exercise on this date of certain warrants granted to me by the Company
(evidenced by the warrant certificate issued to me by the Company on July 20,
1998) are being acquired by me for investment and not with a view to the
distribution thereof.  I hereby reconfirm the representations and warranties
contained in Section 5 of the Subordinated Loan Agreement dated as of July 20,
1998 between the Company and the undersigned, with respect to all such shares of
the Company's common stock.




                              Signature



                              -------------------------------
                              James N. Cutler, Jr.


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