<PAGE>

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY HOLDER FOR INVESTMENT AND
MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT IN ACCORDANCE WITH SECTION 9 AND EXCEPT AS MAY BE AUTHORIZED UNDER THE
SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.


                               EIP MICROWAVE, INC.

                                           
                     SUBORDINATED CONVERTIBLE PROMISSORY NOTE


US$200,000                                                        July 20, 1998


     FOR VALUE RECEIVED, EIP MICROWAVE, INC., a Delaware corporation ("EIP"),
hereby promises to pay to the order of CASCADE MICROWAVE INVESTMENTS LLC, an
Oregon limited liability company ("Holder"), the principal sum of TWO HUNDRED
THOUSAND DOLLARS ($200,000), together with interest, all as set forth below.

     1.   PRINCIPAL.  The outstanding principal amount of this Subordinated
Convertible Promissory Note (the "Note") shall become due and payable on June
30, 2000 (the "Maturity Date").

     2.   INTEREST.  Interest on the unpaid principal balance of the Note from
time to time outstanding shall bear interest at the rate of 8% per annum, which
interest shall be due and payable on the Maturity Date.  All interest shall be
computed based on a 360-day year and paid for the actual number of days elapsed,
including the first day and excluding the last day.

     3.   TIME AND MANNER OF PAYMENT.  All payments under this Note shall be
made to Holder not later than 12:00 noon (Pacific time) on the date such
payments shall be due, at Holder's address, or at such other location as Holder
may designate in writing.  Any payment received after such time shall be deemed
to have been paid on the immediately succeeding business day.  All payments
shall be made to Holder in lawful money of the United States of America and in
immediately available funds, without any deduction whatsoever, including,
without limitation, any deduction for set-off, recoupment, counterclaim or
taxes.

     4.   PREPAYMENTS--OPTIONAL AND MANDATORY.  EIP may, at its option and upon
thirty days' prior written notice, prepay the unpaid principal balance of this
Note, in whole or in part, together with accrued interest thereon, without
penalty. 

     5.   MAXIMUM RATE OF INTEREST.  The rate of interest payable on this Note
shall in no event exceed the maximum rate permissible under applicable law.  If
the rate of interest payable on this Note is ever reduced as a result of the
foregoing sentence and at any time thereafter the maximum rate permitted by
applicable law shall exceed the rate of interest provided in this Note, then the
rate provided for in this Note shall be increased to the maximum rate provided
by 

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<PAGE>

applicable law for such period as is required so that the total amount of 
interest received by Holder is that which would have been received by Holder 
but for the operation of the preceding sentence.

     6.   SUBORDINATION.  Holder agrees to subordinate the payment of all
obligations by EIP under the Note to EIP's obligations under any Senior
Indebtedness, on such reasonable terms and conditions as are required by the
lender of such Senior Indebtedness.  "Senior Indebtedness" means any
indebtedness of EIP from the extension of credit by a financial institution or
any seller financing in connection with a strategic acquisition by EIP, in each
case, whether currently existing or created in the future.

     7.   CONVERSION.  

          (a)  RIGHT OF CONVERSION.  Each of EIP and Holder (severally and not
jointly) shall have the right from time to time to convert the unpaid principal
amount hereunder, in whole or in part, into fully paid and nonassessable shares
of Common Stock, $0.01 par value, of EIP (the "Common Stock"), PROVIDED,
FURTHER, that such right shall only be exercisable on and after October 1, 1998.
Any such principal amount shall be convertible into the number of fully paid and
nonassessable shares of Common Stock determined by dividing such principal
amount by $1.00, such number of shares to be subject to adjustment as set forth
in Section 7(e).  EIP shall not be required to pay any interest, whether or not
accrued, on the principal amount so converted.

          (b)  CONVERSION MECHANICS.  Before any unpaid principal amount
hereunder may be converted into Common Stock, EIP or Holder (as applicable)
shall give written notice to the other that it elects to convert a specified
amount of unpaid principal represented by this Note.  EIP shall, as soon as
practicable thereafter, issue and deliver to Holder certificates in the name of
Holder for the number of full shares of Common Stock to which Holder shall be
entitled to receive, together with cash in lieu of any fraction of a share as
provided below.  Conversion shall be deemed to have been made as of the date
immediately following the date of such notice, and Holder shall be treated for
all purposes as the record holder of the shares of Common Stock issuable on
conversion on such date.  No fractional shares of Common Stock shall be issued
on conversion of any unpaid principal amount.  If any fractional interest in a
share of Common Stock would otherwise be deliverable on the conversion of any
unpaid principal amount, EIP shall, in lieu of delivering the fractional share
for that fractional interest, adjust the fractional interest by payment to
Holder of an amount in cash equal (computed to the nearest cent) to the current
market value of the fractional interest, as determined in good faith by the
Board of Directors of EIP.  

          (c)  SUFFICIENT AUTHORIZED COMMON STOCK.  EIP shall at all times
reserve and keep available, out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting conversion of unpaid principal
hereunder, the full number of shares of Common Stock deliverable on conversion
of all unpaid principal amounts permitted hereunder.  EIP shall from time to
time, in accordance with applicable law, increase the authorized amount of its
Common Stock if at any time the authorized number of shares of Common Stock
remaining unissued shall not be sufficient to permit the conversion of the
unpaid principal amounts permitted hereunder.

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<PAGE>

          (d)  EXPIRATION. The conversion rights under this Note shall expire 
on the earlier of (i) the Maturity Date or (ii) the effective date of (A) the 
dissolution or liquidation of EIP, (B) a merger, consolidation, acquisition 
of property or shares, separation or reorganization of EIP, with one or more 
entities, corporate or otherwise, as a result of which EIP is not the 
surviving entity, (C) a sale of substantially all of the property or shares 
of EIP to another entity, corporate or otherwise, or (D) a "reverse" merger 
by which EIP is acquired but is the surviving entity.  EIP 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.

          (e)  ADJUSTMENTS FOR STOCK SPLITS, CONSOLIDATIONS, ETC.  The number
and class of shares subject to this conversion right shall be proportionately
adjusted in the event of any change or increase or decrease in the number of
issued shares of the Common Stock, without receipt of consideration by EIP,
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 conversion of the principal amount hereof, 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, for which the unpaid
principal amount hereof is being converted, on the date of such change or
increase or decrease in the number of issued shares of Common Stock.  Subject to
any required action by its stockholders, if EIP shall be a surviving entity in
any reorganization, merger or consolidation (except a "reverse" merger under
Section 7(d)(ii)(D) hereof), the number of shares of Common Stock issuable upon
conversion of the principal amount hereof shall be proportionately adjusted so
as to apply to the securities to which the holder of such number of shares of
Common Stock would have been entitled upon the effectiveness of such
reorganization, merger or consolidation.  Adjustments under this Section 7(e)
shall be made by the Board of Directors or a committee thereof, whose
determination with respect thereto shall be final and conclusive.

     8.   EVENTS OF DEFAULT.  If any of the following events (each an "Event of
Default") shall occur and be continuing:

          (a)  EIP shall fail to pay any principal on this Note as and when due;
or EIP shall fail to pay any other amount due and payable under this Note;

          (b)  an involuntary case shall be commenced against EIP or any of its
subsidiaries under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect, and shall not be dismissed within sixty (60) days of its
commencement, or EIP or any of its subsidiaries shall admit or stipulate to the
allegations made therein, or a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of EIP or any of its subsidiaries
in any such involuntary case or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of EIP or any of its
subsidiaries or for any substantial part of its property or ordering the winding
up or liquidation of its affairs, and such decree or order shall remain unstayed
and in effect for a period of thirty (30) days;

          (c)  EIP or any of its subsidiaries shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case under any such law or shall apply for or consent to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or similar official) of EIP or any substantial
part of its property, or shall 

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<PAGE>

make any general assignment for the benefit of creditors or shall fail 
generally to pay its debts as they become due; or

          (d)  any writ or warrant of attachment, or similar process, shall be
entered or filed against EIP or any of its subsidiaries or any of their
respective assets and shall remain unvacated, unbonded, unstayed, unsatisfied or
unsettled for a period of thirty (30) days or in any event later than five (5)
days prior to the date of any proposed sale thereunder;

then, in any such event, Holder may declare this Note, and all other present and
future obligations of EIP or any of its subsidiaries to Holder, to be due and
payable, whereupon this Note and all such other obligations shall become and be
forthwith due and payable, without presentment, demand, protest, notice of
dishonor or other notice of any kind, all of which are hereby expressly waived
by EIP and its subsidiaries; PROVIDED, HOWEVER, that the occurrence of any Event
of Default described in clause (b) or (c) shall make this Note and all other
obligations of EIP or any of its subsidiaries to Holder immediately due and
payable, without presentment, demand, protest, notice of dishonor or other
notice of any kind, all of which are hereby expressly waived by EIP (on behalf
of itself and its subsidiaries).

     9.   NONTRANSFERABILITY.

          (a)  Except as otherwise expressly provided in this Section 9, Holder
shall not sell, pledge, assign, hypothecate, encumber, alienate or otherwise
transfer or dispose of ("TRANSFER") this Note or any interest therein.

          (b)  Notwithstanding Section 9(a) hereof, Holder may Transfer the Note
either (i) 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, (A) EIP has received from Holder written notice of such proposed
transfer and (B) the transferee with respect to such transfer has agreed in
writing (and EIP has received a copy of such writing) to be subject to the
restrictions on transfer contained herein or (ii) upon and in accordance with
EIP's prior written consent; PROVIDED, HOWEVER, that Holder shall in no event
Transfer the Note (or any interest therein) at any time except in compliance
with applicable federal and state securities laws.  Any transferee under this
Section 9(b) shall accept this Note subject to the restrictions on transfer set
forth in this Section 9.

          (c)  Any attempt to Transfer in violation of this Section 9 shall be
null and void, and neither EIP nor any transfer agent shall give any effect in
EIP's records to any such attempt to Transfer.

     10.  MISCELLANEOUS.

          (a)  EIP agrees to pay to Holder all costs and expenses, including,
without limitation, reasonable attorneys' fees and expenses, incurred by Holder
in connection with the collection and enforcement of this Note and the exercise
and enforcement of any of the rights, powers or remedies of Holder.  Any such
costs and expenses shall be payable on demand, with interest at the rate set
forth in Section 2.

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<PAGE>

          (b)  This Note shall be binding upon and, subject to the next
sentence, inure to the benefit of EIP, Holder and their successors and permitted
assigns.  EIP may not assign any of its rights or obligations hereunder without
the prior written consent of Holder.

          (c)  This Agreement shall be governed by, and construed and enforced
in accordance with, the internal laws of the State of California (irrespective
of its conflicts or choice of law principles).

          (d)  The headings contained in this Note are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Note.
Section, subsection, clause, schedule, exhibit, preamble, recital and party
references are to this Note unless otherwise specified.  Neither party, nor its
respective counsel, shall be deemed the drafter of this Note for purposes of
construing the provisions hereof, and all provisions of this Note shall be
construed according to their fair meaning, and not strictly for or against any
party.

          (e)  EIP expressly waives any presentment, demand, protest, notice of
dishonor or any other notice of any kind in connection with this Note now or
hereafter required by applicable law.

     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first above written.

                                     EIP

                                     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


ACCEPTED AND AGREED:

HOLDER

CASCADE MICROWAVE 
     INVESTMENTS, LLC


By:    /s/ RICHARD D. AKERMAN
       ------------------------------- 
Name:  Richard D. Akerman     
Title:


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