CONFIDENTIAL TREATMENT

Exhibit 10.56

Master Supplier Agreement        BetweenSpectrian CorporationAnd        Cingular Wireless LLC

Agreement No: 081401

Effective Date: August 14, 2001

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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CONFIDENTIAL TREATMENT

TABLE OF CONTENTS

|                                                                                                                                                                                                            |      |    |                                       | Page
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|ARTICLE I                                                                                                                                                                                                   |      | 4 
|                                                                                                                                                                                                            | 1.1  |    | Preamble and Effective Date           |     
|                                                                                                                                                                                                            | 1.2  |    | Scope of Agreement                    |     
|ARTICLE IIDEFINITIONS                                                                                                                                                                                      |      | 4 
|ARTICLE IIIGENERAL CLAUSES                                                                                                                                                                                 |      | 7 
|                                                                                                                                                                                                            | 3.1  |    | Affiliate                             |     
|                                                                                                                                                                                                            | 3.2  |    | Amendments and Waivers                |     
|                                                                                                                                                                                                            | 3.3  |    | Assignment                            |     
|                                                                                                                                                                                                            | 3.4  |    | Cancellation and Termination          |     
|                                                                                                                                                                                                            | 3.5  |    | Compliance with Laws                  |     
|                                                                                                                                                                                                            | 3.6  |    | Conflict of Interest                  |     
|                                                                                                                                                                                                            | 3.7  |    | Construction and Interpretation       |     
|                                                                                                                                                                                                            | 3.8  |    | Cumulative Remedies                   |     
|                                                                                                                                                                                                            | 3.9  |    | Delivery, Performance, and Acceptance |     
|                                                                                                                                                                                                            | 3.10 |    | Dispute Resolution                    |     
|                                                                                                                                                                                                            | 3.11 |    | Entire Agreement                      |     
|                                                                                                                                                                                                            | 3.12 |    | Force Majeure                         |     
|                                                                                                                                                                                                            | 3.13 |    | Governing Law                         |     
|                                                                                                                                                                                                            | 3.14 |    | Indemnity                             |     
|                                                                                                                                                                                                            | 3.15 |    | Information                           |     
|                                                                                                                                                                                                            | 3.16 |    | Infringement                          |     
|                                                                                                                                                                                                            | 3.17 |    | Insurance                             |     
|                                                                                                                                                                                                            | 3.18 |    | Invoicing and Payment                 |     
|                                                                                                                                                                                                            | 3.19 |    | Licenses and Patents                  |     
|                                                                                                                                                                                                            | 3.20 |    | Limitation of Liability               |     
|                                                                                                                                                                                                            | 3.21 |    | Liquidated Damages                    |     
|                                                                                                                                                                                                            | 3.22 |    | Most Favored Customer                 |     
|                                                                                                                                                                                                            | 3.23 |    | M/WBE (and Appendices)                |     
|                                                                                                                                                                                                            | 3.24 |    | M/WBE Cancellation Clause             |     
|                                                                                                                                                                                                            | 3.25 |    | Non-Exclusive Market                  |     
|                                                                                                                                                                                                            | 3.26 |    | Notices                               |     
|                                                                                                                                                                                                            | 3.27 |    | Ownership of Work Product             |     
|                                                                                                                                                                                                            | 3.28 |    | Price                                 |     
|                                                                                                                                                                                                            | 3.29 |    | Publicity                             |     
|                                                                                                                                                                                                            | 3.30 |    | Quality Assurance                     |     
|                                                                                                                                                                                                            | 3.31 |    | Records and Audits                    |     
|                                                                                                                                                                                                            | 3.32 |    | Severability                          |     
|                                                                                                                                                                                                            | 3.33 |    | Survival of Obligations               |     
|                                                                                                                                                                                                            | 3.34 |    | Taxes                                 |     
|                                                                                                                                                                                                            | 3.35 |    | Term of Agreement                     |     
|                                                                                                                                                                                                            | 3.36 |    | Title and Risk of Loss                |     
|                                                                                                                                                                                                            | 3.37 |    | Warranty and Rebates                  |     
|                                                                                                                                                                                                            | 3.38 |    | Work Orders                           |     
|                                                                                                                                                                                                            | 3.39 |    | Workmanship                           |     
|ARTICLE IVSPECIAL CLAUSES                                                                                                                                                                                  |      | 25
|                                                                                                                                                                                                            | 4.1  |    | Access                                |     
|                                                                                                                                                                                                            | 4.2  |    | Change NoticesSimple                 |     
|[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.

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|ARTICLE VCLAUSES APPLICABLE TO SOFTWARE AND SERVICES
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|Appendices |  |   |  |                                         
|---------- |  | - |  | ----------------------------------------
|Appendix 1 |  |  |  | Project Scope of Work                   
|Appendix 2 |  |  |  | Executive Orders and Federal Regulations
|Appendix 3 |  |  |  | Performance Report Card                 

[***] Confidential treatment requested pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed separately
with the Commission.

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CONFIDENTIAL TREATMENT

ARTICLE I

1.1  Preamble and Effective Date

This
Master Purchase Agreement (hereinafter "Agreement") is made by and between Cingular Wireless LLC, a Delaware limited liability company, with its principal office located at 5565 Glenridge
Connector, Atlanta, Georgia 30342 (hereinafter "CINGULAR") and Spectrian , a Delaware Corporation with its principal office located at 350 West Java Drive, Sunnyvale, CA 94089 (hereinafter
"SUPPLIER").

1.2  Scope of Agreement

Subject
to the terms and conditions of this Agreement, SUPPLIER shall provide to CINGULAR the Materials, Services, and Prices described in Appendix 1, pursuant and in conformance to Orders submitted
by CINGULAR. SUPPLIER agrees that the Material, Services, and Prices shall strictly conform to the Specifications, including those specified in Appendix 1.

ARTICLE IIDEFINITIONS

2.1    "Acceptance"means CINGULAR's acceptance of the Materials or Services Ordered by CINGULAR and provided by SUPPLIER as specified in
Section 3.9, Delivery, Performance, and Acceptance. CINGULAR's Acceptance shall occur no earlier than SUPPLIER's Delivery of Materials and/or Services in strict compliance with the
Specifications.

2.2    "Acceptance Date"means the date on which CINGULAR Accepts Materials or Services.

2.3    "Acceptance Letter"means a document signed by CINGULAR substantially in a form indicating its Acceptance of the Materials and/or
Services.

2.4    "Acceptance Tests"means the performance and reliability demonstrations and tests that must be successfully completed by the Materials
and Services during the Trial Period. These tests include: (1) CINGULAR's routine business transactions, (2) tests, demonstrations, or transactions represented or performed by SUPPLIER,
and (3) any other tests, demonstrations, or transactions included or referenced in the applicable Order or Specifications to determine whether the Materials or Services meet the Specifications.

2.5    "Affiliate"means any company owned in whole or in part, now or in the future, directly or indirectly through a subsidiary, by a party
hereto or under common ownership, in whole or in part, with a party.

As
to SUPPLIER, Affiliate shall not include any SUPPLIER, entity, organization or subsidiary which is a cellular or PCS provider in direct competition with CINGULAR or any of its Affiliates.

As
to CINGULAR , Affiliate shall not include any SUPPLIER, entity, organization or subsidiary which is a manufacturer of communications products or software in direct competition with SUPPLIER or any
of its Affiliates. An Affiliate may place an Order with SUPPLIER hereunder and each such Order shall incorporate into such Order the terms and conditions of this Agreement, as fully as if such
Affiliate were a signatory to this Agreement. Affiliates shall be responsible for any obligations arising under such Order, including but not limited to, charges incurred on such Order.

The
Affiliate placing an Order shall be deemed the customer under this Agreement for all purposes, and, except as set forth expressly herein, nothing in this Agreement shall be construed as requiring
CINGULAR to indemnify SUPPLIER for any acts or omissions of such Affiliate. In the event of a disputed claim for payment hereunder, CINGULAR will do whatever is reasonably necessary to help resolve
such a claim.

2.6    "Agreement"shall have the meaning specified in the section called "Entire Agreement."

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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2.7    "Bypass" or "Work Around"means a temporary procedure by which a User can avoid a reported problem by changes to the procedures followed
or date supplied by the User when using the Software or a temporary Fix supplied by the SUPPLIER.

2.8    "Cancellation"means the occurrence by which either party puts an end to this Agreement or Orders placed under this Agreement for breach
by the other and its effect is the same as that of "Termination" and, except as otherwise provided for herein, the canceling party also retains any remedy for breach of the whole Agreement or any
unperformed balance.

2.9    "Delivery"means SUPPLIER's obligation to provide Materials and/or Services that strictly conform to the Specifications. SUPPLIER
completes Delivery: (i) upon shipment to Cingular designated location. (ii) for Services, upon completing the provision of Services.

2.10    "Delivery Date"means the date on which the parties agree SUPPLIER is scheduled in this Agreement or an Order to complete its Delivery.

2.11    "Enhancement"means a new version of the Software that adds substantially new features and functionality in addition to the original
functional characteristics of the Software as provided to CINGULAR. Said Enhancement shall be deemed to be a new item of Software, shall be subject to additional license fees, acceptance and warranty,
unless otherwise agreed between the parties.

2.12    "Error(s)"means a failure of the Software to conform to SUPPLIER's marketing literature, the response time as warranted, the
documentation and operating manuals furnished by SUPPLIER and the Specifications governing said Software at the time the Order or Statement of Work ("SOW") was sent to SUPPLIER; where such failure
impacts operational performance, functional performance or licensability.

2.13    "Fix(es)"means corrections of Error(s) in order for the Software to continue performing functionally in the manner for which it was
acquired and any and all improvements that relate to performance but do not provide new features or functionality for the Software.

2.14    "Hardware"means all tangible materials, products and equipment provided by SUPPLIER.

2.15    "Harmful Code"means computer viruses, worms, trap doors, time bombs, undocumented passwords, disabling code (which renders Material
unusable until a patch or new password is provided), or any similar mechanism or device.

2.16    "Information"means all ideas, discoveries, concepts, know-how, trade secrets, techniques, designs, specifications, drawings, sketches,
models, manuals, samples, tools, computer programs, technical information, and other confidential business, customer or personnel information or data, whether provided orally, in writing, or through
electronic or other means.

2.17    "Installation"shall mean Products and Software mounting, placing, modification, assembly, cabling, wiring, and testing to be performed
by SUPPLIER, according to SUPPLIER's standard commercial specification, and procedures or those mutually agreed to by both parties.

2.18    "Laws"shall have the meaning specified in the section called "Compliance With Laws."

2.19    "Liability"means all losses, damages, expenses, costs, penalties, fines, fees, including reasonable attorneys' fees and expert witness
fees arising from or incurred in connection with a claim or cause of action related to performance or omission of acts under this Agreement or any Order, including, but not limited to, claims or
causes of actions brought by third parties.

2.20    "Material"means a unit of equipment, apparatus, components, tools, supplies, material, product, Hardware, or firmware thereto, or
Software purchased or licensed hereunder by CINGULAR from SUPPLIER and includes third party Materials provided or furnished by SUPPLIER. Materials shall be deemed to include any replacement parts.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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2.21    "Notice of Completion"means a written document provided by SUPPLIER substantially in a form, which is provided after, and states that,
SUPPLIER has completed the Delivery of the Materials or Services ordered by CINGULAR. SUPPLIER's provision of the Notice of Completion is a representation and warranty that the Materials and Services
have been tested to assure compliance and are in strict compliance with the Specifications.

2.22    "Notice of Critical Software Defects Found"means a written document provided by CINGULAR to SUPPLIER and states that CINGULAR has
determined that the related software have been tested and are not in compliance with the Specifications.

2.23    "Notice of Material Defection Found"means a written document provided by CINGULAR to SUPPLIER and states that CINGULAR has determined
that the Material have been tested and are not in compliance with the Specifications.

2.24    "Object Code"means a the fully compiled or assembled series of instructions in machine language which will guide the operation of a
processor.

2.25    "Order"or"Work Order"means such purchase orders, forms, memoranda or other written
communications as may be delivered to SUPPLIER for the purpose of Ordering Materials and Services hereunder.

2.26    "Program Material" or "Documentation"means all documentation, including, but not limited to, user instructions and training materials.

2.27    "Products"means Equipment, Software, Materials, and Supplies purchased hereunder.

2.28    "Service(s)"means any and all labor or service provided in connection with this Agreement or an applicable Order, including
but not limited to, consultation, engineering, installation, removal, maintenance, training, technical support, repair, and programming.

2.29    "Software"means the computer program or programs consisting of a set or sets of logical instructions and tables of information which
guides the functions of a processor including Object Code, Source Code, Documentation and all Fixes, Upgrades, Enhancements, modifications and updates made thereto and provided hereunder.

2.30    "Source Code"means the computer program expressed in a source or human readable language consisting of a full source language statement
of the program comprising the Software and complete maintenance documentation, procedures, flow charts, schematic diagrams and annotations which comprise the precoding detail design specification, and
all other material necessary to allow a reasonable skilled programmer or analyst to maintain and enhance the Software without the assistance of the SUPPLIER or reference to other material.

2.31    "SUPPLIER Feature Trial Report"means a written document provided by SUPPLIER to CINGULAR and shall contain information requested herein
in Section 3.9 Delivery, Performance, and Acceptance.

2.32    "Specs"or"Specifications"mean (i) SUPPLIER's applicable specifications and
descriptions, including any warranty statements, and (ii) CINGULAR's requirements, specifications, and descriptions specified in, or attached to, this Agreement or an applicable Order, which
shall control over an inconsistency with SUPPLIER's specifications and descriptions.

2.33    "Termination"means the occurrence by which either party, pursuant to the provisions or powers of this Agreement or laws and
regulations, puts an end to this Agreement and/or Orders placed under this Agreement other than for breach. On "Termination" all executory obligations are discharged, but any right based on breach of
performance survives except as otherwise provided herein.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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2.34    "Trial Period"or"Acceptance Test Period"means the length of time specified in an Order
(or, if not so specified, a period of no less than[***]) during which the Acceptance Tests are performed. The Trial Period
commences on the first working day following CINGULAR's receipt of SUPPLIER's Notice of Completion, or upon CINGULAR's receipt of Material where SUPPLIER provides no Services other than shipping. For
this purpose, receipt of the Material means receipt by CINGULAR after shipment of the Material. If SUPPLIER must take corrective action to cause the Materials or Services to pass the Acceptance Tests,
the Trial Period shall recommence on the first working day following SUPPLIER's written notice that it has completed all necessary corrective action.

2.35    "Upgrade(s)"means an improvement to or a change in the Software that alters the original functional characteristics of the Software or
corrects Errors but does not add substantially new features to the Software. Said Upgrade shall be deemed to be a new item of Software and subject to warranty.

2.36    User(s)"means CINGULAR and its authorized Third Parties, as well as each of their respective employees, agents, representatives and
customers, if any, who use goods or services relating to, resulting from, or arising out of Products and/or Services provided by SUPPLIER hereunder.

ARTICLE IIIGENERAL CLAUSES

3.1  Affiliate

SUPPLIER
agrees that an Affiliate may place Orders with SUPPLIER which incorporate the terms and conditions of this Agreement, and that the term "CINGULAR" shall be deemed to refer to an Affiliate
when an Affiliate places an Order with SUPPLIER under this Agreement. An Affiliate will be responsible for its own obligations, including but not limited to, all charges incurred in connection with
such Order. The parties agree that nothing in this Agreement will be construed as requiring CINGULAR to indemnify SUPPLIER, or to otherwise be responsible, for any acts or omissions of an Affiliate,
nor shall anything in this Agreement be construed as requiring an Affiliate to indemnify SUPPLIER, or to otherwise be responsible, for the acts or omissions of CINGULAR.

3.2  Amendments and Waivers

This
Agreement and any Orders placed hereunder may be amended or modified only by a written document signed by the authorized representative of the party against whom enforcement is sought; provided
that CINGULAR may, at any time, make changes to the scope of work, and SUPPLIER shall not unreasonably withhold or condition its consent. An equitable adjustment shall be made if such change
substantially affects the time of performance or the cost of the work to be performed under this Agreement. Such cost adjustment shall be made on the basis of the actual cost of the work, unless
otherwise agreed in writing. No course of dealing or failure of either party to strictly enforce any term, right or condition of this Agreement shall be construed as a general waiver or relinquishment
of such term, right, or condition. A waiver by either party of any default shall not be deemed a waiver of any other default.

3.3  Assignment

Neither
Cingular nor Supplier may assign, delegate, subcontract, or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other party, which
consent will not be unreasonably withheld; provided, however, either party will have the right to assign this Agreement to any Affiliate, without securing the consent of the other party (including,
the right to assign this Agreement to any successor organization in the event of a merger, acquisition, joint venture or other similar transaction). Notwithstanding the foregoing, the Parties may
assign their respective right to receive money due hereunder. Any attempted assignment or transfer contrary to the preceding sentences of this section will be void. It is expressly agreed that any
assignment of money will be void if (a) the assignor fails to give the other party hereto at least thirty (30) days prior written notice, or

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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(b) such
assignment imposes or attempts to impose upon the other party hereto additional costs or obligations in addition to the payment of such money or attempts to preclude either Party from
dealing solely and directly with the other Party in all matters pertaining to this Agreement or (c) denies, alters or attempts to alter any rights of the other party hereto.

3.4  Cancellation and Termination







[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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any
bankruptcy or insolvency laws or laws relating to the relief of debtors, including the Federal Bankruptcy Act.



3.5  Compliance with Laws

SUPPLIER
shall comply with all applicable federal, state, county, and local rules, including without limitation, all statutes, laws, ordinances, regulations and codes ("Laws"). SUPPLIER's obligation
to comply with all Laws, include the procurement of permits, certificates, approvals, inspections, and licenses, when needed, in the performance of this Agreement. SUPPLIER further agrees to comply
with all applicable Executive and Federal regulations as set forth in "Executive Orders and Associated Regulations", a copy of which is attached as Appendix 2 and by this reference made a part of this
Agreement. SUPPLIER shall defend, indemnify, and hold CINGULAR harmless from and against any Liability that may be sustained by reason of SUPPLIER's failure to comply with this section.

3.6  Conflict of Interest

SUPPLIER
represents and warrants that no officer, director, affiliate, employee, or agent of CINGULAR has been or will be employed, retained or paid a fee, or otherwise has received or will receive
any personal compensation or consideration, by or from SUPPLIER or any of SUPPLIER's officers, directors, employees, or agents in connection with the obtaining, arranging, or negotiation of this
Agreement or other documents entered into or executed in connection with this Agreement.

3.7  Construction and Interpretation

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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3.8  Cumulative Remedies

Except
as specifically identified as a party's sole remedy, any rights of Cancellation, Termination, liquidated damages, or other remedies prescribed in this Agreement are cumulative and are not
exclusive of any other remedies to which the injured party may be entitled. Neither party shall retain the benefit of inconsistent remedies.

3.9  Delivery, Performance, and Acceptance

SUPPLIER
acknowledges the competitive telecommunications marketplace in which CINGULAR operates and understands CINGULAR's business requires prompt Delivery of Material and provision of Services by
the specified Delivery Dates. Therefore, the parties agree that all dates for Delivery of Materials and Services are firm, time is of the essence, and SUPPLIER will complete such Delivery in strict
conformance with the Specifications.

For
Orders that involve Field Trials, CINGULAR's Acceptance Test Period shall commence upon (i) CINGULAR's receipt of SUPPLIER's Notice of Completion, or (ii) upon CINGULAR's receipt of
Material where SUPPLIER provides no Services other than shipping. If Materials or Services are not in strict compliance with the Specifications, CINGULAR shall so notify SUPPLIER and provide SUPPLIER
an opportunity to cause such Material or Service to strictly comply with the Specs. After any corrective action, SUPPLIER shall provide a Notice of Completion and CINGULAR shall have the right to
start a new Acceptance Test Period. If the Materials or Services successfully completes the Acceptance Tests during the Acceptance Test Period, CINGULAR shall indicate its Acceptance by signing the
Acceptance Letter and delivering a copy thereof to SUPPLIER. Notwithstanding CINGULAR's Acceptance, CINGULAR retains the right to revoke Acceptance under and in accordance with Uniform Commercial Code
Section 2-608. In no event shall CINGULAR's use of Material or Service during the Acceptance Test Period constitute Acceptance, nor will Acceptance be deemed to occur prior to the date SUPPLIER
completes its Delivery.

When
CINGULAR's order for Materials to be furnished by SUPPLIER under this Agreement does not require installation of the Materials, Cingular will have thirty calendar days in which to notify SUPPLIER
in writing if such Materials are found not to be in material compliance with applicable Specifications. Where materials are found and notified to SUPPLIER, SUPPLIER, at SUPPLIER's expense, shall ship
within five (5) calendar days from receipt of CINGULAR's notification the replacement Goods or parts in order to correct such defect(s). SUPPLIER shall provide CINGULAR a telephone number to
call in order to make such notification. CINGULAR shall then have a new period of fifteen (15) days in which to notify SUPPLIER if such Materials are found not to be in materials compliance with
applicable Specifications. Such Materials shall be deemed accepted by CINGULAR at the end of such period, unless SUPPLIER receives such notification.

When
CINGULAR's Order to Materials to be furnished by SUPPLIER under this Agreement does require Installation of the Materials, at reasonable times during the course of Installation by SUPPLIER,
CINGULAR may, or upon the request of SUPPLIER, at reasonable intervals during the course of Installation, CINGULAR shall, inspect completed portions on such Installation. Upon SUPPLIER's further
request, and upon sufficient notice to CINGULAR, CINGULAR shall observe SUPPLIER's testing of the Materials being installed to determine SUPPLIER's material compliance with applicable Installation
Specifications and procedures. The Installation shall be considered complete and ready for acceptance by CINGULAR when the Materials have been installed, wired, adjusted and tested by SUPPLIER in
material compliance with applicable Installation Specifications and procedures. Upon completion of the Installation, SUPPLIER will submit to CINGULAR in writing a "Notice of

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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Completion."
CINGULAR shall then be entitled to perform its own acceptance test to determine SUPPLIER's material compliance with applicable Specifications, and/or in accordance with any procedures
mutually agreed to by the parties prior to commencement of SUPPLIER's Installation. Should CINGULAR desire that SUPPLIER assist CINGULAR in performing CINGULAR's acceptance tests, SUPPLIER
participation shall be upon terms and conditions, including prices, mutually agreed to by both parties. If CINGULAR does not furnish SUPPLIER in writing a "Notice of Acceptance" or "Notice of Material
Defection Found" (if any) within ninety (90) days of SUPPLIER's Notice of Completion, the installed Materials and SUPPLIER's Installation Services shall be deemed accepted. Where material defects are
found, SUPPLIER, at SUPPLIER's expense, shall ship within five (5) calendar days from receipt of CINGULAR's notification the replacement Materials or parts in order to correct such defect(s).
SUPPLIER shall provide CINGULAR a telephone number to call in order to make such notification. CINGULAR shall then have the right to repeat the appropriate acceptance test. If a Notice of Acceptance
or Notice of Further Defects is not furnished to SUPPLIER within thirty (30) days of CINGULAR" receipt of SUPPLIER's notice, the corrected Materials and/or Services shall be deemed accepted.

When
and if any software features are involved, software features will be deemed "accepted" after (1) a SUPPLIER established test that utilizes feature interaction at engineered absolute busy
call hour in order to demonstrate to CINGULAR, prior to delivery, verification of the load handling capacity, (2) a successful demonstration by SUPPLIER of the software feature operation(s)
that complies with SUPPLIER's Specifications, (3) a successful FOA test completion, (4) a completion of a joint SUPPLIER-CINGULAR feature trial in a designated CINGULAR Wireless market,
(5) the resolution of any critical software defects prior to trial completion, (6) SUPPLIER submission of a written "SUPPLIER's Feature Trial Report" in triplicate per market, a report
that shall be approved by the test market and CINGULAR Headquarters and shall contain (a) mutually agreed feature results and expectations; (b) final results and parameters,
(c) optimization actions and parameters, (d) final results and parameters, (e) non-compliant functions with fix committed dates, and (f) any other information required to
support effective feature deployment.

If
CINGULAR does not furnish SUPPLIER a "Notice of Acceptance" or "Notice of Critical Software Found" (if any) within sixty (60) days of SUPPLIER's Feature Trial Report, the installed software feature
shall be deemed accepted.

3.10 Dispute Resolution

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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CINGULAR,
SUPPLIER and Arbitrator(s) shall not disclose the existence, content, or results of any arbitration. Judgement on the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction

3.11 Entire Agreement

The
terms contained in this Agreement, and any Orders or SOWs, including all appendices and subordinate documents attached to or referenced in the Agreement or any Orders, will constitute the entire
integrated Agreement between SUPPLIER and CINGULAR with regard to the subject matter herein. This Agreement will supersede all prior oral and written communications, agreements, and understandings of
the parties, if any, with respect hereto. Acceptance of Material or Services, payment or any inaction by CINGULAR shall not constitute CINGULAR's consent to or acceptance of any additional or
different terms from that stated in this Agreement, except for terms in an Order placed by CINGULAR and signed by both Parties. Estimates furnished by CINGULAR shall not constitute commitments.

3.12 Force Majeure

Neither
party shall be deemed in default of this Agreement or any Order to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable
control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, or
strikes ("Force Majeure").

If
any Force Majeure condition affects SUPPLIER's ability to perform, SUPPLIER shall give immediate notice to CINGULAR and CINGULAR may elect to either: (1) Terminate the affected Order(s) or
any part thereof, (2) suspend the affected Order(s) or any part for the duration of the Force Majeure condition, with the option to obtain elsewhere Materials and Services to be furnished

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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under
such Order(s) and deduct from any commitment under such Order(s) the quantity of the Materials and Services obtained or for which commitments have been made elsewhere or (3) resume
performance under such Order(s) once the Force Majeure condition ceases, with an option in CINGULAR to extend any affected Delivery Date or performance date up to the length of time the Force Majeure
condition endured. Unless CINGULAR gives written notice within thirty (30) days after being notified of the Force Majeure condition, option (2) shall be deemed selected.

3.13 Governing Law

THIS
AGREEMENT AND PERFORMANCE HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA EXCLUSIVE OF ITS CHOICE OF LAWS PROVISIONS.

3.14 Indemnity

SUPPLIER
agrees to indemnify and hold CINGULAR harmless from any and all liabilities, causes of action, lawsuits, penalties, claims or demands (including the costs, expenses and reasonable attorneys'
fees on account thereof) that may be made by:

SUPPLIER,
at its own expense, shall defend CINGULAR, at CINGULAR's request, against any such liability, cause of action, penalty, claim, demand, administrative proceeding or lawsuit, including any in
which CINGULAR is named as an "employer" or "joint Employer" with SUPPLIER. CINGULAR shall have the right to control and direct the defense of any such action. CINGULAR shall notify SUPPLIER promptly
of any written claims or demands against CINGULAR for which SUPPLIER is responsible hereunder.

SUPPLIER
agrees to defend CINGULAR, at no cost or expense to CINGULAR, against any such Liability, claim, demand, suit or legal proceeding including those instigated by a third party to SUPPLIER.
CINGULAR agrees to notify SUPPLIER within a reasonable time of any written claims or demands against CINGULAR for which SUPPLIER is responsible. SUPPLIER shall also (1) keep

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CINGULAR
fully informed as to the progress of such defense, and (2) afford CINGULAR, at its own expense, an opportunity to participate with SUPPLIER in the defense or settlement of any such
claim.

The
foregoing indemnity shall be in addition to any other indemnity obligations of SUPPLIER set forth in this Agreement.

3.15 Information

InformationCINGULAR

Any
Information furnished to SUPPLIER in connection with this Agreement, including Information provided under a separate Non Disclosure Agreement in connection with discussion prior to executing this
Agreement, shall remain CINGULAR's property. Unless such Information was previously known to SUPPLIER free of any obligation to keep it confidential, or has been or is subsequently made public by
CINGULAR or a third party, without violating a confidentiality obligation, it shall be kept confidential by SUPPLIER, shall be used only in performing under this Agreement, and may not be used for
other purposes except as may be agreed upon between SUPPLIER and CINGULAR in writing. SUPPLIER is granted no rights or license to such Information. All copies of such Information, in written, graphic
or other tangible form, shall be returned to CINGULAR upon the earlier of (i) CINGULAR's request or (ii) upon Termination, Cancellation, or expiration of this Agreement.

SUPPLIER
understands and agrees that any and all field trial results prepared by CINGULAR are and shall remain the property of CINGULAR and are hereby considered CINGULAR's proprietary Information.
Therefore, it shall be CINGULAR's option, in its sole discretion, to furnish SUPPLIER copies of such documents or to discuss such documents with SUPPLIER. SUPPLIER's use of field trial reports
furnished by CINGULAR shall be governed by the Publicity section in addition to the provisions contained in this section, Information.

InformationSUPPLIER

Any Information furnished to CINGULAR under this Agreement shall remain SUPPLIER's property. Information furnished by SUPPLIER to CINGULAR in connection with this
Agreement shall be considered to be confidential or proprietary. If SUPPLIER provides CINGULAR with any proprietary or confidential Information, CINGULAR shall use reasonable care to prevent its
disclosure to others as CINGULAR uses with respect to its own proprietary or confidential Information. Notwithstanding the preceding sentences, no installation, operations, repair, or maintenance
Information of SUPPLIER which pertains to the Material and Services which are the subject of this Agreement shall be considered to be proprietary or confidential, and CINGULAR may disclose such
Information to others for the purpose of installing, operating, repairing, replacing, removing, and maintaining the Material for which it was initially furnished.

3.16 Infringement

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3.17 Insurance

Without
limiting any other obligation or liability of SUPPLIER under this Agreement, SUPPLIER agrees that upon execution of this Agreement and through its entire effective period, SUPPLIER shall
procure and maintain insurance coverage, at its sole cost and expense, with limits and conditions not less than those specified below. A combination of primary and excess/umbrella liability policies
will be acceptable as a means to meet the limits specifically required herein. If excess/umbrella liability policies are in place, they must follow the form of the underlying liability policy(s).

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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The
SUPPLIER shall also require all subcontractors performing work on the project or who may enter upon the work site to maintain the same insurance requirements listed above.

Should
the insurance policy limits be exhausted or should the SUPPLIER fail to maintain the required insurance coverages, SUPPLIER is still liable should a loss occur.

Prior
to performing any work, SUPPLIER must obtain the required minimum insurance and provide Certificate of Insurance to CINGULAR showing coverage and limits not less than the minimum amounts shown
herein.CINGULAR must be listed as an additional insured under the primary and excess insurance policy(s), with the exception of Workers Compensation. The
minimum required insurance shall be written by a SUPPLIER licensed to do business in the state(s) where the work is to be performed at the time the policies are issued.

All
such certificates and policies shall include a provision whereby CINGULAR must be given thirty (30) days advance written notice of the insurer's intention to cancel or materially change the
policies specified herein. Such policy shall be primary to any coverage CINGULAR may have, independent of the Agreement.

3.18 Invoicing and Payment

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3.19 Licenses and Patents

No
licenses, express or implied, under any patents, copyrights, trademarks, or other intellectual property rights are granted by CINGULAR to SUPPLIER under this Agreement.

3.20 Limitation of Liability

CINGULAR
will not be liable for consequential, incidental, special, or punitive damages, or for loss of revenue or profit in connection with the performance or failure to perform this Agreement
regardless of whether such liability arises from breach of contract, tort, or any other theory of liability.

3.21 Liquidated Damages

SUPPLIER
recognizes the importance of meeting Delivery Dates and agrees to the following liquidated damage provisions and procedures:

3.22 [***]

SUPPLIER
represents and warrants that[***], and[***]and [***]in this Agreement are and will continue to be during
the term of this Agreement [***]. SUPPLIER shall review and have an officer of their SUPPLIER certify its compliance with this section to CINGULAR
semi-annually. This certification shall be sent to CINGULAR's representative listed under the Section called "Notices."

3.23 M/WBE (and Appendices)

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following
the close of each quarter, using the form attached hereto and incorporated herein as Appendix 3. Participation Plans and Results Reports will be submitted to the Prime SUPPLIER Results
Manager.

3.24 M/WBE Cancellation Clause

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3.25 Non-Exclusive Market

It
is expressly understood and agreed that this Agreement does not grant SUPPLIER an exclusive privilege to provide to CINGULAR any or all Material and Services of the type described in this Agreement
nor requires CINGULAR to purchase or license any Materials or Services. It is, therefore, understood that CINGULAR may contract with other manufacturers and suppliers for the procurement or trial of
comparable Materials and Services and that CINGULAR may itself perform the Services described here.

3.26 Notices

Except
as otherwise provided in this Agreement, or an applicable Order, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and either 1)
delivered in person, or 2) when received, if provided by an overnight or similar delivery service, or 3) when received, if deposited in the United States Mail, postage prepaid, return receipt
requested, and addressed as follows:

|To: |  | Spectrian Corporation
350 West Java Drive Drive
Sunny vale, CA 94089
Attn.: Mike Angel
|--- |  | --------------------------------------------------------------------------------------
|To: |  | Cingular Wireless
5565 Glenridge Connector
Atlanta, GA 30342
Attn.: Legal Counsel     

The
address to which notices or communications may be given by either party may be changed by written notice given by such party to the other pursuant to this paragraph entitled "Notices".

3.27 Ownership of Work Product

The
parties hereby agree that Cingular shall own all rights, title and interest, including but not limited to all intellectual property rights in any and all software, technical information,
specifications, drawings, records, documentation, creative works, concepts, residual knowledge or data, written, oral or otherwise arising out of, related to or resulting from development work on
products designed specifically for and funded by Cingular ("Cingular Specific Work Product").

Seller
hereby agrees that any Cingular Specific Work Product is being developed as a "work made for hire", provided the Cingular Specific Work Product qualifies as such in accordance with the United
States copyright laws. If, for any reason, Seller is ever held or deemed to be the owner of any

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intellectual
property rights set forth herein in the Cingular Specific Work Product, then Seller hereby irrevocably assigns to Buyer all such rights, title and interest and agrees to execute all
documents necessary to implement and confirm the letter and intent of this section. Notwithstanding the foregoing, each party retains all rights, title and interest and all proprietary rights in and
to its own Proprietary Materials and Information. All rights for work product including any documentation or software needed for the functioning of the product may transfer to a third party upon
Cingular re-selling SUPPLIER'S products.

3.28 Price

3.29 Publicity

SUPPLIER
shall not use CINGULAR's name or any language, pictures, or symbols which could, in CINGULAR's judgment, imply CINGULAR's identity or endorsement by CINGULAR or any of its employees in any
(a) written, electronic, or oral advertising or presentation or (b) brochure, newsletter, book, electronic database, or other written material of whatever nature, without CINGULAR's
prior written consent (hereafter "publicity matters"). SUPPLIER will submit to CINGULAR for written approval, prior to publication, all publicity matters that mention or display CINGULAR's name and/or
marks or contain language from which a connection to said name and/or marks may be inferred or implied.

Furthermore,
no license, express or implied, is granted to SUPPLIER for any trademark, patent, copyright, trade secret or any other intellectual property or applications therefor which is now or may
hereafter be owned by CINGULAR or any CINGULAR SUPPLIER.

3.30 Quality Assurance

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3.31 Records and Audits

SUPPLIER
agrees that it will:

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3.32 Severability

If
any provision or any part of provision of this Agreement shall be invalid or unenforceable, such invalidity or non-enforceability shall not invalidate or render unenforceable any other portion of
this Agreement. The entire Agreement will be construed as if it did not contain the particular invalid or unenforceable provision(s) and the rights and obligations of the SUPPLIER and CINGULAR will be
construed and enforced accordingly.

3.33 Survival of Obligations

Obligations
and rights in connection with this Agreement which by their nature would continue beyond the Termination, Cancellation or expiration of this Agreement, including those in the sections
entitled "Compliance With Laws," "Infringement," "Indemnity," "Publicity," "Severability," "Information," "Independent Contractor," and "Warranty," will survive the Termination, Cancellation, or
expiration of this Agreement.

3.34 Taxes

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3.35 Term of Agreement

3.36 Title and Risk of Loss

Title
to Material purchased, but not to Material licensed, will vest in CINGULAR when the Material has been[***]designated by
CINGULAR.

3.37 Warranty and Rebates

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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SUPPLIER FISCAL YEAR SALES

Future Price Discount %

Aggregate $$[***] [***]

[***]

[***][***] [***]

[***]

[***][***] [***]

[***]

[***][***] [***]

[***]

[***][***] [***]

[***]

[***][***] [***]

[***]

[***]




3.38 Work Orders



3.39 Workmanship

The
services to be provided by SUPPLIER under this Agreement shall proceed with promptness and shall be executed to CINGULAR's satisfaction in accordance with the highest professional standards in the
field. SUPPLIER shall remove from the work, at CINGULAR's request, any employee furnished by SUPPLIER who is deemed, in CINGULAR's opinion, to be incompetent, incapable, uncooperative, or otherwise
unacceptable in the execution of the work to be performed under this Agreement. Such a request shall not be deemed a request that such employee de disciplined or discharged, nor shall it be deemed to
be an adverse reflection on the character or abilities of such employee.

ARTICLE IVSPECIAL CLAUSES

4.1  Access

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4.2  Change NoticesSimple

4.3  Continuing Availability

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4.4  Emergency Support Service

If
any natural disaster or other emergency occurs whereby Material and Service provided in connection with this Agreement is damaged and such condition materially affects CINGULAR's ability to provide
services to its subscribers, SUPPLIER agrees, at CINGULAR's request, to assist CINGULAR as follows:

The
price for any replacement Material or Service which is not covered by SUPPLIER's warranty will be at SUPPLIER's applicable price plus cost of expedited shipment.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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SUPPLIER
will make available the individual whose title, phone number and location are listed below to provide assistance and information on a twenty-four (24) hour basis for all of its support
service described above:



This
obligation will survive the expiration, cancellation, or termination of this Agreement for four (4) years.

4.5  Government Contract Provisions

Work
Orders containing a notation that the Material is intended for use under government contracts shall be subject to the then current government provisions referenced in or attached to such Work
Orders.

4.6  Hazardous Materials and Regulated Substances

A
"Regulated Substance" as referred to in this clause is a generic term used to describe all materials that are regulated by applicable federal or any stare or local government during transportation,
handling and/or disposal. These include, but are not limited to, materials that are regulated as (a) "hazardous material" under the Hazardous Material Act and the Control of Radioactive
Contamination of Environmental Law, Title 8 of the California Environment Administrative Code, Section 5194 and the Hazardous Substances Information and Training Act, (b) "chemical
hazards" under the Occupational Safety and Health Administration (OSHA) standards, (c) "chemical substances and mixtures" under the Toxic Substances Control Act and "chemicals" on the
Governor's List known to the State of California to cause cancer, birth defects, and/or other reproductive harm, as that term is defined in the California Safe Drinking Water and Toxic Enforcement Act
of 1986 ("Proposition 65"), (d) "pesticides" under the Federal Insecticide, Fungicide and Rodenticide Act, and (e) "hazardous waste" as defined or listed under the Resource Conservation
and Recovery Act and the Hazardous Waste Control Law.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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4.7  Independent Contractor

SUPPLIER
hereby represents and warrants to CINGULAR that:

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4.8  Insignia

Upon
CINGULAR's written request, certain of CINGULAR's trademarks, trade names, insignia, symbols, decorative designs, or other similar items (hereinafter "Insignia"), shall be properly affixed by
SUPPLIER to the Material furnished at no additional cost to CINGULAR. Such Insignia shall not be affixed, used, or otherwise displayed on the Material without CINGULAR's written approval. The manner
in which such Insignia will be affixed must be approved in writing by CINGULAR.

SUPPLIER
agrees to remove, at no additional cost to CINGULAR, all Insignia from Material not meeting CINGULAR's requirements. SUPPLIER agrees to indemnify, defend, and hold CINGULAR harmless from any
Liability in connection with SUPPLIER's failure to remove such Insignia. This section will in no way alter or modify SUPPLIER's obligations under this Agreement regarding protection of CINGULAR's
confidential Information.

4.9  Non-Intervention

In
connection with the provision of Material and Services by SUPPLIER to CINGULAR, SUPPLIER agrees not to influencedirectly or indirectlyany regulatory, legislative, or
judicial body so as to prevent, or delay the offering of Materials or Services by CINGULAR which utilize the Material or Services supplied by SUPPLIER.

4.10 Overdependence of SUPPLIER

SUPPLIER
warrants to CINGULAR that as of the effective date of this Agreement SUPPLIER has (1) no contractual obligations which would adversely affect SUPPLIER's capabilities to perform under
this Agreement, (2) is not involved in any litigation which would adversely affect SUPPLIER's ability to perform under this Agreement, and (3) has all professional licenses which are
required to perform under this Agreement.

Accordingly,
and because CINGULAR has no way of ascertaining SUPPLIER's dependency on CINGULAR for revenues from sales in proportion to revenues from SUPPLIER's other customers, and in order to
protect CINGULAR from a situation in which SUPPLIER is overly dependent upon CINGULAR for said sales, SUPPLIER agrees to release and hold harmless CINGULAR from any and all claims and liabilities
relating to SUPPLIER's financial stability, which may result from CINGULAR's termination of any Order placed under this Agreement, and/or CINGULAR's reduced purchases hereunder, for any reason
whatsoever.

4.11 Radio Frequency Emissions

To
the extent applicable, Materials or Products furnished under this Agreement shall comply with the requirements of Part 15 and any other related Parts of the Federal Communication Commission's Rules
and Regulations, as may be amended from time to time. Compliance shall include those sections concerning the labeling of such Materials or Products, the suppression of radio frequency and

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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electro-magnetic
radiation to specified levels and the transmission of RF emissions under the MPE (Maximum Possible Exposure) prescribed by the FCC. Should the Materials or Products during use
generate interference to radio communications, SUPPLIER shall inform CINGULAR how to suppress such interference. CINGULAR may opt to return Materials or Products to SUPPLIER and receive a prompt
refund of the price CINGULAR paid for the Materials or Products if CINGULAR cannot reasonable suppress such interference. Nothing herein shall diminish or otherwise limit SUPPLIER's obligations under
any other warranty herein.

4.12 Registration

When
Material furnished under this Agreement is subject to Part 68 of the Federal Communications Commission's Rules and Regulations ("FCC Rules and Regulations") as may from time to time be amended,
SUPPLIER warrants that such Material is registered under and complies with Part 68 of such FCC Rules and Regulations including, but not limited to, all labeling and customer instruction requirements.
SUPPLIER agrees to indemnify and hold CINGULAR harmless from and against any Liability in connection with SUPPLIER's noncompliance with Part 68 of the FCC Rules and Regulations. SUPPLIER agrees, at
its expense, to defend CINGULAR, at CINGULAR's request, against such Liability, provided , however, that SUPPLIER shall (1) keep CINGULAR fully informed as to the progress of such defense, and
(2) afford CINGULAR, at its own expense, an opportunity to participate on an equal basis with SUPPLIER in such defense.

4.13 Releases Void

Neither
party shall require waivers or releases of any personnel or other representatives of the other in connection with visits to its premises, and no such releases or waivers shall be pleaded by
either party in any action or proceeding.

4.14 Repairs Not Covered Under Warranty

In
addition to the repairs provided for under the section entitled "Warranty", upon request by CINGULAR, SUPPLIER shall make available to CINGULAR a repair and return option and an exchange option
that shall apply to any Material with respect to which the applicable warranty period has expired. The availability of the options described in this section shall not be construed as altering or
affecting responsibility for risk of loss of or damage to the Material, as provided elsewhere in this Agreement.

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4.15 Shipping and Packing

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4.16 Statement(s) of Work and Form of Order(s)

This
Agreement contemplates the future execution by CINGULAR and SUPPLIER of one or more written Order(s) or Statement(s) of Work. Both parties shall execute each Order(s) and/or SOW(s). This
Agreement and any applicable Order(s) and/or SOW(s) shall cover all transactions between CINGULAR and SUPPLIER during the term of this Agreement unless the parties agree otherwise in writing. Order(s)
and SOW(s) shall be deemed accepted by SUPPLIER unless written notice to the contrary is received within ten (10) business days from the date the Order or SOW is delivered. This Agreement shall
control over typed, stamped, or pre-printed portions of SUPPLIER's and CINGULAR's Order(s) and/or Statement(s) of Work or acknowledgments, which conflict with or supplement the terms and conditions
herein.

Order(s)
for Products shall be in substantially the same form as is set out below as previously provided herein.

Each
request for Services shall by issued through a Statement of Work which, at a minimum, shall specify the information outlined below:



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4.17 Strategic Technology Partnership

CINGULAR
and SUPPLIER shall establish a Strategic Technology Partnership with the primary goal of providing a formal technology information exchange process ("Process"). Such Process shall be driven
by an Executive-level review committee that shall meet no less than twice per year to review key technology initiatives which could have a potential impact on CINGULAR's technology strategy and future
purchasing decisions. This process shall also be supported by the on-going exchange of key information in areas which include but shall not be limited to standards initiatives, product changes and
customer requirements as defined by CINGULAR.

4.18 Technical Support

SUPPLIER
will provide, at no additional cost, full and complete technical assistance to CINGULAR for the Materials and Services covered by this Agreement, including ongoing technical support and field
service and assistance, provision of technical bulletins and updated user manuals, and telephone assistance to assist with installation, operation, maintenance, and problem resolution. The
availability or performance of this technical support will not be construed as altering or affecting SUPPLIER's obligations as set forth in the Section entitled "Warranty" or provided elsewhere in
this Agreement. Field service and technical support, including emergency support (service affecting) will be provided on site twenty-four (24) hours a day. SUPPLIER will provide to CINGULAR and keep
current an escalation document that includes names, titles and telephone numbers, including after-hours telephone numbers, of SUPPLIER personnel responsible for providing technical support to
CINGULAR. SUPPLIER will maintain a streamlined escalation process to speed resolution of reported problems.

4.19 Termination of Statement of Work

CINGULAR,
without prejudice to any right or remedy on account of any failure of SUPPLIER to perform its obligations under this Agreement, may at any time terminate the performance of the work under
any SOW, in whole or in part, by written notice to SUPPLIER specifying the extent to which the performance of the work is terminated and the date upon which such termination becomes effective. If
CINGULAR terminates a SOW for other than the SUPPLIER's failure to perform its obligations under the SOW, CINGULAR shall then pay SUPPLIER for [***]. CINGULAR's payment of such amounts shall be in full
settlement of any and all claims of SUPPLIER of every description,
including profit.

If
CINGULAR terminates a SOW issued hereunder, affected CINGULAR's property and work in SUPPLIER's possession shall be forwarded promptly to CINGULAR.

4.20 Universal Design

CINGULAR
advocates, supports, and encourages its SUPPLIERs to advocate and support the manufacturing and provision of Materials which embrace the concept of "universal design." SUPPLIER shall use its
reasonable efforts to manufacture and provide Materials, including future versions

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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of
Material, and to make its Materials accessible to the widest range of consumers including those with disabilities.

SUPPLIER
agrees to reasonably cooperate with CINGULAR in addressing liability access issues, including hearing aid interference, that may arise in connection with CINGULAR's customer's use of
SUPPLIER's Materials furnished hereunder. SUPPLIER specifically agrees:

4.21 Work Done By Others

If
any part of SUPPLIER's work is dependent upon services performed by others, SUPPLIER shall inspect and promptly report to CINGULAR any defect that renders such other services unsuitable for
SUPPLIER's proper performance. SUPPLIER's silence shall constitute approval of such other services as fit, proper and suitable for SUPPLIER's performance of its work. All obligations hereunder and to
any SOWs shall remain in full force and effect with respect to any subcontracted parties.

ARTICLE VCLAUSES APPLICABLE TO SOFTWARE AND SERVICES

5.1  Acceptance of Software

At
CINGULAR's option, CINGULAR may conduct Acceptance testing during the thirty (30) calendar days following the delivery and installation of the Software ("Acceptance Period"). If requested by
CINGULAR, SUPPLIER shall participate in the Acceptance tests at no additional charge to CINGULAR.

If,
during the Acceptance Period, CINGULAR determines that the Software fails any portion of the Acceptance test, CINGULAR shall notify SUPPLIER, specifying the area of nonconformance. SUPPLIER shall
correct all areas of nonconformance which cause the Software to fail the Acceptance test. In the event SUPPLIER fails to correct said nonconformance within fifteen (15) calendar days following notice
from CINGULAR, CINGULAR may cancel the Order and receive full reimbursement for any and all amounts paid related to the unaccepted Software, including without limitation, fees paid for licenses,
software maintenance or other Services.

CINGULAR
may, at its sole option, extend any Acceptance Period for a mutually agreed upon time, subject to CINGULAR's right to cancel and obtain reimbursement if the Software fails Acceptance testing
within such extension period.

5.2  Computer Asset Protection Requirements

With
respect to Software, SUPPLIER agrees to comply with the current issue of CINGULAR Wireless LLC's Corporate Security Standards Technical Reference ("CSSTR"), entitled "Security Requirements
for Contractual Agreements" as set forth inAppendix. This reference fully incorporates Appendixherein. SUPPLIER agrees to cooperate fully with CINGULAR in ensuring that Software and/or computer systems SUPPLIER
develops, designs, or supports under this Agreement comply with the CSSTR. The word "SUPPLIER" used inAppendixshall mean SUPPLIER.
SUPPLIER agrees to fully indemnify, defend at its own expense, and hold the CINGULAR harmless against any breach of the terms set forth in Appendix. [Corporate Security
Standards Technical Reference to be provided at a later date]

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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With
respect to Software or Services (other than Software Maintenance), SUPPLIER agrees to comply with the current issue of CINGULAR Wireless, LLC's Corporate Security Standards Technical
Reference ("CSSTR"), entitled "Security Requirements for System or Network Access by Vendor, Contractor and SUPPLIER Personnel" as set forth in Appendixwhich is attached
hereto and fully incorporated herein by this reference. The word "SUPPLIER" used in Appendixshall mean SUPPLIER. SUPPLIER agrees that all of its personnel having access to
CINGULAR's systems will be covered on the contents
of the CSSTR and will sign the certification provided to that effect. Failure of any personnel to sign the certification may be grounds for CINGULAR refusing to allow that individual system access.
SUPPLIER agrees to fully indemnify, defend at its own expense, and hold CINGULAR harmless against any breach of the terms set forth in the CSSTR.

5.3  Documentation

SUPPLIER
shall furnish, at no additional charge to CINGULAR, Documentation for each copy of Software delivered hereunder, including any and all succeeding changes thereto, and Documentation for Fixes,
Upgrades and Enhancements. SUPPLIER hereby grants to CINGULAR a perpetual, paid-up, non-exclusive, world-wide, irrevocable, transferable right and license for Users to use, execute, modify, reproduce,
publicly display, and publicly perform the Documentation, regardless of whether such Documentation is copyrighted or otherwise restricted as proprietary information.

5.4  Fixes, Upgrades and Enhancements

SUPPLIER
shall be responsible for performing Fixes, Upgrades and Enhancements to the Software.

5.5  License

In
each Order or Statement of Work issued hereunder, SUPPLIER grants to CINGULAR and user (1) a perpetual, non-exclusive, world-wide, irrevocable, transferable right and license to use, copy,
modify, reproduce, make derivative works, display and distribute the Software and/or Documentation for the intended purposes of this Agreement; and (2) the right to make backup and archival
copies of the Software's computer program, provided that such copies shall include SUPPLIER's copyright and any other proprietary notices.

5.6  Provisions For Software Trials and Beta Testing

From
time to time, SUPPLIER may provide CINGULAR with Software and/or pre-production software known as "beta software", on a trial basis at no charge for a mutually agreed upon period. Such trial
shall be subject to the terms and conditions of this Agreement, including, without limitation, "WARRANTY", "SUPPLIER'S INFORMATION", "CINGULAR'S INFORMATION" and "PATENT AND OTHER PROPRIETARY RIGHTS
INDEMNIFICATION". In the event CINGULAR executes a separate evaluation license agreement for such beta software, the terms and conditions of this Agreement shall control over conflicting terms in such
evaluation license agreement. CINGULAR shall not be required to issue an Order or to sign a nondisclosure agreement apart from this Agreement to conduct a trial. CINGULAR shall have no obligation to
license, purchase or otherwise acquire any Software and/or beta software from SUPPLIER upon the completion of any trial.

5.7  Provisions For Source Code

Upon
occurrence of any of the following events, SUPPLIER shall provide CINGULAR with the Source Code for the Software:



[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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At
CINGULAR's request and expense, SUPPLIER agrees to place such Source Code in escrow with a software custodian mutually acceptable to the parties.

CINGULAR
shall take all reasonable precautions to protect the delivered Source Code from unauthorized disclosure or use and shall only permit authorized Users having a business related reason access
and use of the Source Code.

5.8  Reinstatement of Software Maintenance

CINGULAR,
at any time after the discontinuance of the Software Support and Maintenance, may reinstate the Software Support and Maintenance upon thirty (30) days written notice to SUPPLIER. Such
reinstatement shall be governed by the terms under which Software Support and Maintenance was initially provided. SUPPLIER shall have the right to charge a mutually agreed upon reinstatement fee which
shall not exceed the fees for Software Support and Maintenance which would have been paid under this Agreement had CINGULAR elected to continue Software Support and Maintenance without interruption.
There shall be no additional charges for reinstatement if the discontinuance was the result of a failure to meet CINGULAR's acceptance criteria.

5.9  Software Support and Maintenance

SUPPLIER
shall be responsible for performing Software Support and Maintenance, beginning with the expiration of the Software Warranty Period, provided CINGULAR has issued an Order or Statement of Work
for Software Support and Maintenance. The initial maintenance period shall be[***].

Software
Support and Maintenance will be automatically renewed upon the anniversary of each maintenance period for[***]period
unless canceled by CINGULAR at least thirty (30) days prior to the expiration of the then-current maintenance period. SUPPLIER shall provide written notification to CINGULAR of the pending expiration
of Software Support and Maintenance sixty (60) days in advance of such expiration date.

5.10 Warranty

General Performance Warranty.SUPPLIER warrants to CINGULAR that the Software provided under this Agreement shall operate to CINGULAR's satisfaction in accordance
with the Specifications for a period[***]from the date of Acceptance of the Software by CINGULAR ("Software Warranty Period").

Warranty of Software Integrity.SUPPLIER warrants that the Software shall not include (i) software traps, viruses, worms, trap doors, back doors or other
means or functions which will detrimentally interfere with or otherwise adversely affect CINGULAR's use of the Software or which will damage or destroy data or other property of CINGULAR; or
(ii) any master key access, ID, password feature or other means for access except as set forth in Specifications.

Warranty of Title and Noninfringement.SUPPLIER warrants that it has full power and authority to grant the rights and licenses granted hereunder with respect to the
Software and Documentation, and neither the license or use as permitted hereunder will in any way constitute an infringement or other violation of any trademark, copyright, patent, trade secret or
other intellectual property right of any

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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third
party. SUPPLIER further warrants that the Software and Documentation licensed hereunder shall be free and clear of all claims, security interests, liens and encumbrances of any kind.

Warranty for Services.SUPPLIER warrants and represents to Customer that its Services will be performed in a good and professional manner conforming to industry
standards and practices and in conformance with any Specifications or standards set forth for such Services. If SUPPLIER is unable to perform the Services as warranted, Customer shall, in its sole
discretion, be entitled to reperformance of such Services free of cost to Customer or a refund of any monies paid for such Services.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives:

|[SUPPLIER] |                                                 | CINGULAR WIRELESS LLC
On behalf of itself and its affiliates
|---------- | ----------------------------------------------- | ------------------------------------------------------------
|Date:      | August 15, 2001                                 |                                                             
|By:        | /s/JOSEPH MADDEN                                |                                                             
|Name:      | Joseph Madden                                   |                                                             
|Title:     | Vice President, Marketing
Spectrian Corporation |                                                             

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.

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Appendix 1

Scope of Work

SUPPLIER
shall provide the following Services/Materials/ Prices as set forth in Scope of Work document "Exhibit A":

|
|
|
|

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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Appendix 2

Executive Orders and Federal Regulations

Work
under this Agreement may be subject to the provisions of certain Executive Orders, federal laws, state laws, and associated regulations governing performance of this contract including, but not
limited to: Executive Order 11246, Executive Order 11625, Executive Order 11701, and Executive Order 12138, Section 503 of the Rehabilitation Act of 1973 as amended and the Vietnam Era
Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive Orders, federal laws, state laws, and associated regulations apply to the work under this Agreement, and only to that
extent, SUPPLIER (also referred to as "SUPPLIER") agrees to comply with the provisions of all such Executive Orders, federal laws, state laws, and associated regulations, as now in force or as may be
amended in the future, including, but not limited to the following:

1.    EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT SUPPLIERS

In
accordance with 41 C.F.R.§60-1.4(a), the parties incorporate herein by this reference the regulations and contract clauses required by that section, including but not limited to,
SUPPLIER's agreement that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The SUPPLIER will take affirmative action
to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin.

2.    AGREEMENT OF NON SEGREGATED FACILITIES

In
accordance with 41 C.F.R.§60-1.8, SUPPLIER agrees that it does not and will not maintain or provide for its employees any facilities segregated on the basis of race, color, religion,
sex, or national origin at any of its establishments, and that it does not and will not permit its employees to perform their services at any location, under its control, where such segregated
facilities are maintained. The term "facilities" as used herein means waiting rooms, work areas, restaurants and other eating areas, time clocks, rest rooms, wash rooms, locker rooms and other storage
or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees; provided, that separate or single-user restroom
and necessary dressing or sleeping areas shall be provided to assure privacy between the sexes.

3.    AGREEMENT OF AFFIRMATIVE ACTION PROGRAM

SUPPLIER
agrees that it has developed and is maintaining an Affirmative Action Plan as required by 41 C.F.R.§60-1.4(b).

4.    AGREEMENT OF FILING

SUPPLIER
agrees that it will file, per current instructions, complete and accurate reports on Standard Form 100 (EE0-1), or such other forms as may be required under 41
C.F.R.§60-1.7(a).

5.    AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS OF THE VIETNAM ERA.

In
accordance with 41 C.F.R.§60-250.20, and 41 C.F.R.§60-741.20, the parties incorporate herein by this reference the regulations and contract clauses required by those
provisions to be made a part of government contracts and subcontracts.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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6.    UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS CONCERNS

As prescribed in 48 C.F.R., Ch. 1, 19.708(a):



7.SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUB-CONTRACTING PLAN.The sub-SUPPLIER will
adopt a plan similar to the plan required by 48 CFR Ch. 1 at 52.219-9.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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Appendix 1  aka Exhibit A 081401        Scope of Work

1.    TECHNICAL REQUIREMENTS FOR SUBSYSTEMS

1.1    MULTI-CARRIER POWER AMPLIFIER REQUIREMENTS



|Technical Requirements:                                                     |  | Cellular Band                                                                                                                                                               |  | PCS Band     
|--------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Frequency Range:                                                            |  | 869-894 MHz                                                                                                                                                                 |  | 1930-1990 MHz
|Instantaneous Bandwidth (minimum)                                           |  | 25 MHz                                                                                                                                                                      |  | 20 MHz       
|Gain Variation:                                                             |  | +/- 0.5 dB over DC Input Range                                                                                                                                              |  |              
|Intermodulation Distortion                                                  |  | > 65 dBc average (as calculated in IS-136 specifications) over temperature range @ DC input voltage as measured as measured using 24 TDMA carriers over continuous spectrum |  |              
|Gain                                                                        |  | Adjustable necessary to achieve output power per carrier                                                                                                                    |  |              
|Operating Temperature                                                       |  | 0 to +50C ambient normal operation                                                                                                                                          |  |              
|DC Input Voltage                                                            |  | +24 to +28 VDC                                                                                                                                                              |  |              
|Input Signal Type                                                           |  | AMPS (FM), TDMA (/4DQPSK), EDGE (8PSK), WCDMA,1XRTT,HDR,GSM or any combination                                                                                              |  |              
|Output Power Per Carrier Required:                                          |  | Any power per carrier up to composite power available using hybrid combiner capable of supporting minimum 24 carriers                                                       |  |              
|
|Fans (if utilized)                                                          |  | Field replaceable by field technician in < 10 minutes Support airflow direction from front to back of system or back to front (forward or reverse)                          |  |              
|
|Support notification to system in the event of any of the following occurs: |  |                                                                                                                                                                             |  |              
|Minor (warning)                                                             |  | Fan failure, overdrive input level                                                                                                                                          |  |              
|Major (module shutdown)                                                     |  | DC failure, Loop failure, Single module failure failure                                                                                                                     |  |              
|Critical (subrack shutdown)                                                 |  | Over temp shutdown
Reverse RF input level exceeds threshold                                                                                                                 |  |              

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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1.2    SUBRACK GENERAL REQUIREMENTS



PHYSICAL

REQUIREMENTDimensionsHeight

< 26" tallWidth

< 24" wideDepth

< 30" deepELECTRICALConnector TypesInput RF signal connector type

SMA femaleOutput RF signal connector type

N type femaleOutput RF sample port (- 40 dB )

SMA femaleDC Power Connections

1 per moduleAlarming Connector Types

Form C, RS485, D sub miniature


1.2.1    LUCENT INSTALLATIONS



1.2.2    ERICSSON INSTALLATIONS



Connector Locations:

Location for all connections (RF, Data, Interface, Power) to amplifier system on front of systemPhysical Positioning of Equipment:

Must be possible to mount equipment against wall


1.3    FRAME REQUIREMENTS



[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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1.3.1    LUCENT CONFIGURATIONS



Redundant Preamplifier Specifications

Frequency Range

869-894 MHzFormat

Multiple Carrier: TDMA, CDMA, AMPS, GSM, EDGEGain

5-30 +/- 1 dBRF Output Power

5 dBm MaxMinimum RF Output Power

-40 dBmMaximum RF Output Power

+ 10 dBmGain Difference between primary and seconday Section

0.5 dBDC Input Voltage

26-28 Vdc @ 1AOperating Temp

0 to +50CRF Connections

SMA femaleCD and Logic Connector

9 pin Male D-SubminiatureGain Adjust

Front Panel Control, Flat ScrewdriverFault LogicOne Preamp Failure

MajorTwo Preamp Failure

Critical


[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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1.3.2    ERICSSON CONFIGURATIONS



1.4    HYBRID COMBINER REQUIREMENTS

1.4.1    LUCENT INSTALLATIONS



1.4.2    HYBRID COMBINER TO BE USED WITH ERICSSON INSTALLATIONS



|REQUIREMENTS                                                                                                        |  |                                                                         
|------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------
|Consists of                                                                                                         |  |                                                                         
|Up to (3) 12:1 combiners and if needed, either a 2:1 or 3:1 combiner to support 12,24 or 36 channels maximum output |  | Maximum Number of RF Input Ports 12, 24 or 36                           
|Physical                                                                                                            |  |                                                                         
|Height                                                                                                              |  | 3.5" (2U)                                                               
|Width                                                                                                               |  | 24"                                                                     
|Depth                                                                                                               |  | no more than 19"                                                        
|Connector Type                                                                                                      |  | SMA female                                                              
|Mounting Tabs                                                                                                       |  | Positioned on side of combiner approximately 2.75" from front face plate
|Electrical                                                                                                          |  |                                                                         
|Frequency Bands                                                                                                     |  | 869-894 or 1930-1990 MHz                                                
|Insertion Loss 12:1/24:1/36:1                                                                                       |  | < 26.7 dB                                                               
|Maximum Input Power                                                                                                 |  | < 1W / port                                                             
|RF Input Power Dynamic Range                                                                                        |  | > 20 dB                                                                 
|Input Return Loss                                                                                                   |  | > 17.5 dB                                                               
|Output Return Loss                                                                                                  |  | > 17.5 dB                                                               
|Isolation between inputs                                                                                            |  | > 40 dB                                                                 
|RF Input VSWR                                                                                                       |  | 1.4:1 Maximum                                                           
|3rd order IMD with 2 carriers @ full power                                                                          |  | < -100 dBm                                                              
|Output Sniffer Port                                                                                                 |  | -40 dB +/- 0.3 dB relative to output                                    

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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2.    Technical information

|TECHNICAL INFORMATION REQUIRED TO BE ANSWERED                                                       |  | CELLULAR                                         |  | PCS                                                
|--------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ |  | ---------------------------------------------------
|Current Draw (Amps) @ Idle Operation with no RF Input (ambient current draw)                        |  | 10 A with no RF input                            |  | 26A with no RF                                     
|Current Draw (Amps) @ Rated power over temperature range and voltage specified in Table 1           |  | 44 A @ 100W composite power per amplifier module |  | 40A at 80W composite power out per amplifier module
|Composite Power (W) @ Output of Subrack                                                             |  | Soft Fail                                        |  | Constant Gain                                      
|                                                                                                    |  |                                                  |  |                                                    
|Peak to Average Ratio provided by Amplifier System                                                  |  | 10dB at Pout=100W                                |  | 10dB at Pout=80W                                   
|Theoretical Mean Time Between Failure (MTBF) of Amplifier System in years (all subsystems combined) |  | 20 years                                         |  | 20 years                                           

2.1    FUNCTIONALITY REQUIREMENTS



|FUNCTIONALITY                                                                                                                                                                                               |  | Fully Compliant |  | Partial Compliant |  | Non Compliant
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ----------------- |  | -------------
|HARDWARE                                                                                                                                                                                                    |  |                 |  |                   |  |              
|Same amplifier system can be used with ALL Lucent, Ericsson, and Nortel infrastructure hardware, including microcells                                                                                       |  | Fully Compliant |  |                   |  |              
|SOFTWARE                                                                                                                                                                                                    |  |                 |  |                   |  |              
|GAIN                                                                                                                                                                                                        |  |                 |  |                   |  |              
|Soft Fail: The ability of the MCPA system to minimize the composite power lost when multiple MCPAs are used in combination and a single MCPA module fails.                                                  |  | Fully Compliant |  |                   |  |              
|Constant Gain: The ability to support <0.2 dB loss in composite power associated with the loss of an amplifier due to a fault condition                                                                     |  | Fully Compliant |  |                   |  |              
|Hot Swap (Repair): The ability to replace an MCPA module without disruption to cellsite service                                                                                                             |  | Fully Compliant |  |                   |  |              
|Overdrive Support: Ability to adjust gain or composite power to minimize/avoid "latch" condition for overdriving input level                                                                                |  | Fully Compliant |  |                   |  |              
|Automatic recovery : Ability of system to recover automatically to normal operation from minor, major, critical alarms when condition causing alarm disappears                                              |  | Fully Compliant |  |                   |  |              
|[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.

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|Ability to Support Downlink Power Control on a timeslot Basis with up to 20 dB of attenuation between timeslots for IS-136, GSM modulation schemes and maintain Intermodulation Performance |  | Fully Compliant. It is understood that the Downlink Power Control function is maintained within the OEM BTS equipment. |  |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Monitoring :
Ability for a field technician to connect a laptop PC software to amplifier or subrack within cellsite                                                                         |  |                                                                                                                        |  |  |  | 
|To inspect, review previous alarm history, current consumption, power output, reflected power, temperature                                                                                  |  | Fully Compliant                                                                                                        |  |  |  | 
|To adjust alarm thresholds (minor, major, critical) on a per amplifier or subrack basis                                                                                                     |  | Fully Compliant                                                                                                        |  |  |  | 
|To adjust gain thresholds                                                                                                                                                                   |  |                                                                                                                        |  |  |  | 
|Remote monitoring: Ability to update software monitoring algorithms or monitor performance remotely via IP connection or RS232 directly via a network or laptop based monitoring tool       |  | Fully Compliant                                                                                                        |  |  |  | 
|Remote Resetting: Ability to reset MCPA remotely via network monitoring tool in the event of "latch" condition                                                                              |  | Fully Compliant                                                                                                        |  |  |  | 
|Amplifier Auto-Configuration: The ability of the amplifier to support programmable gain, alarm thresholds when transferred from one site to another                                         |  | Fully Compliant. This feature is automatically enabled and requires no user intervention.                              |  |  |  | 

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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|Power Save capability: Ability to shut down a module when # of carriers or composite power required is less than supplied for a minimum time period. This should be implemented on a minimum of 2-module configuration with
support for expandability up to 4. |  |  |  |  |  | No. This feature will be enabled upon mutually agreeable power conditions and configurations. Spectrian will initiate the technical discussions to arrive at an agreed upon specification.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.2    INTERMODULATION TEST RESULTS

Intermodulation data provided here in is test results @ +25C for 24 CW tones at rated power spread uniformly over the cellular frequency band with middle frequency
missing. TDMA/EDGE/GSM test data will be provided separately within 60 days. Test data is provided below.

2.3    TYPE ACCEPTANCE CERTIFICATION

The following table lists certification status for all products currently certified as well as planned products. Documentation for currently certified products is
included in addendum.

PRODUCT

CERTIFICATION DATE
(PLANNED)MCPA 2100 100W module for cellular

Mar 1999MCPS 2350 350W multi module shelf for Cellular

Mar 1999MCPA 2135 135W module for cellular

(July 2001
)MCPS 2500 500W multi module shelf for cellular

(July 2001
)MCPA 4080 80W module for PCS

(Oct 2001
)MCPS 4290 290W multi module shelf for PCS

(Oct 2001
)


2.7    REPAIR AND RETURN RATE WARRANTY REQUIREMENTS



[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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Vendor agrees to reimburse Cingular for [***] when the failure rate(excluding no-fault-found returns) exceeds [***]
per year. The failure rate shall be computed every quarter, using 3 months rolling average method based upon actual date of failure. The reimbursement will start when the three months rolling average
exceeds [***] over two consecutive quarters and it will continue until such time that the failure rate falls bellow [***] over any three month period.
Cingular agrees that [***].



|CUSTOMER    |  | INFRASTRUCTURE
(Nortel, Lucent, Ericsson) |  | RBS PRODUCT TYPE
(Ericsson 882, Lucent Series 2) |  | YEAR  |  | STATUS OF
INTEGRATION
|----------- |  | ----------------------------------------- |  | ------------------------------------------------ |  | ----- |  | ---------------------
|[***],[***] |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***]       |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***]       |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***]       |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***],[***] |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***]       |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***],[***] |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***]       |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***]       |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***],[***] |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                
|[***]       |  | [***]                                     |  | [***]                                            |  | [***] |  | [***]                

3.    VENDOR SUPPORT PROVIDED



4.    PRODUCT DEVELOPMENT PLANS FOR NEXT 2 YEARS

Product development plans are included below.

5    Technical Requirements

5.1    Overview

The
MCPS2000 system is a modular, ultra-linear cellular-frequency amplifier system providing up to 500 Watts per shelf. The MCPS2000 family is based on 2 basic MCPA modules, the MCPA2100 and MCPA2135,
providing up 100W and 135W respectively. The MCPS2000 family can amplify any number of signal carriers using AMPS, CDPD, IS-136 TDMA, or IS-95 CDMA modulation up to the maximum rated system output
power.

The
MCPS2000 system consists of a rack mounted shelf containing up to 4 MCPA amplifier modules per shelf, providing maximum flexibility and opportunity for future growth. The MCPA2100 is a 100

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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Watt
amplifier module, while the MCPA2135 is a 135 Watt module. Both modules are interchangeable within the MCPS2000 system allowing for system upgrade by simply swapping modules.

The
MCPS2000 amplifier system can be provided in a variety of configurations. Mounting kits are available for installation in 19-inch, 23-inch, 600mm, 24-inch, or 25-inch equipment racks. Multi-module
shelves are 8 RU (14 in.) high. Single module shelves are 3 RU (5.25 in.) high.

The
MCPS2000 system also has a single RF input for the combined input signals, and a single RF output to the transmit filter.

Figure 1System Block Diagram

DIAGRAM

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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5.2    Technical Performance

|Parameter                  |  | SBC Requirement                                                                                                       |  | Spectrian Compliance                                                                                                                       
|-------------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Frequency Range            |  | 869 - 894 MHz                                                                                                         |  | 869 - 894 MHz                                                                                                                              
|Gain Variation             |  | +/- 0.6 dB over DC input range                                                                                        |  | +/- 0.5 db 26 to 28 V, over temp                                                                                                           
|Intermodulation Distortion |  | >65 dbc average over temperature and DC input voltage with 24 TDMA carriers over continuous spectrum                  |  | 65 dbc for Amps, TDMA IS136 and IS95 CDMA                                                                                                  
|Gain                       |  | Adjustable necessary to achieve required output power per carrier                                                     |  | >15 dB gain adjustment for output power setting.                                                                                           
|Operating Temperature      |  | 0 to 50 deg C                                                                                                         |  | 0 to 50 deg c                                                                                                                              
|DC Input Voltage           |  | +24 to +28 VDC                                                                                                        |  | +24 to +28 VDC                                                                                                                             
|Input signal type          |  | AMPS (FM), TDMA (/4DQPSK), EDGE (8PSK), WCDMA, 1XRTT, HDR, GSM or any combination                                     |  | AMPS, TDMA IS-136, EDGE CDMA IS-95, HDR                                                                                                    
|Output Power per Carrier   |  | Any power per carrier up to composite power available using hybrid combiner capable of supporting minimum 24 carriers |  | Total composite power available is 350W with the MCPA2100 or 500W for the MCPA2135 using hybrid combiners supporting 12, 24 or 36 carriers.

5.3    Composite Power and DC Current

MCPA2100
100 Watt modules

# RF Modules

RF Output
Power

I(Max),
27 VDC1

100W

44 Amps2

175W

90 Amps3

260W

135 Amps4

350W

175 Amps


MCPA2135
135 Watt modules

# RF Modules

RF Output
Power

I(Max),
27 VDC1

135W

60 Amps2

235W

120 Amps3

350W

175 Amps4

500W

210 Amps


5.4    Alarm and Control

The
MCPS2000 system provides visual status information through front-panel LED indicators. Status information is also transmitted via a front-panel RS-232 port using Spectrian's optional Graphical
User Interface program.

The
MCPS2000 can also be optionally equipped with additional alarm and control interfaces, including dry-contact or TTL alarm connections RS-232 or RS-422 interfaces to network operations and
administration systems.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
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The
default alarm limit settings and analog protection circuit operation for the MCPS2000 family of MCPA amplifier systems is summarized below. The information contained herein is provided for
reference only. Guaranteed specification limits must be negotiated between prospective customers and Spectrian. There are three levels of the alarm/protection hierarchy:



In
general, the analog protection circuit limits are set by design, and may not be changed. However, the MCPA alarm limits are software configurable, and may be tailored to meet customer alarm
specifications. Individual MCPA alarms are not displayed on the module front panel, but are accessible through Spectrian's Graphical User Interface (GUI) software. System level alarms are summaries of
the module alarm status (minor/major/critical), as well as the Amplifier Management Module (AMM) and the communication link between the modules and the AMM.

5.4.1    MCPA Module Analog Protection Circuits

The
MCPS2000 MCPA module design incorporates analog protection circuits to prevent MCPA module damage by common misuse conditions. The circuits react automatically to the conditions shown in the table
below with the limits set as noted. These limits are not adjustable by software configuration.

|Control             |  | Condition                                                               |  | Speed   |  | Latch
|------------------- |  | ----------------------------------------------------------------------- |  | ------- |  | -----
|Input Overdrive     |  | > 10 dbm @ Input (configured for 57 dB module gain)                     |  | 2 msec  |  | No   
|Main Amp Overdrive  |  | > 4 dbm @ Vectormodulator Input                                         |  | 35 sec  |  | No   
|Error Amp Overdrive |  | > -7 dbm @ Vectormodulator Input                                        |  | 35 sec  |  | No   
|Over voltage Clamp  |  | Internal DC line is limited to 28V by linear regulation up to 30V input |  | 10 msec |  | No   
|Circuit Breaker     |  | > 60 A current draw                                                     |  | 25 msec |  | Yes  

Table 1 Analog Protection Circuits

5.4.2    MCPA Module Alarms

The
set points, delay, reset points, and latching conditions of all three types of alarms are software configurable. Some Minor alarm settings can be specified by the customer but must be agreed upon
between the customer and Spectrian prior to installation or modification. Alarm limits for Major and Critical Alarms are fixed and can not be modified, insuring long term reliability of the MCPA
module.

5.5    Amplifier Management Unit

The
Amplifier Management Unit (AMU) monitors and controls performance of the various subassemblies within the RF module. The AMU provides operating status information via front panel LEDs. Within a
multi-module system, the AMU provides status to the MCPS2000 AMM.

5.6    Hot Swap and Power Save

The
MCPS2000 is designed to enable system maintenance without removing the amplifier from service. In multi-module, high power systems, the RF modules can be hot-swapped during operation without
affecting calls in process. In addition, the individual amplifier modules can be remotely disabled and enabled for power save during low traffic periods via the RS-232 interface.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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5.6.1    Constant Gain

A
unique feature of the MCPS2000 system is its ability to maintain constant gain when any MCPA module is removed or disabled. The AMM determines which MCPA module is removed or disabled and
automatically balances the system to provide constant gain thereby eliminating the need for re-calibration of the system gain.

5.7    Graphical User Interface

The
graphical user interface (GUI) for the MCPS2100 provides system input and control as well as report current operating conditions. Through this interface the user can modify operating parameters,
configuration information, and monitor the current health of the system. In a multi-module configuration the GUI provides both an overall system interface (via AMM) as well as direct access to the
individual RF modules.

5.8    Mechanical

The
MCPS200 system can be provided with a variety of product specific applications including: stand-alone for integration into existing equipment or in a multi-sector indoor transmit cabinet of up to
3 sectors. A telecommunications rack is also available. The indoor transmit cabinet, or ITCS2000 system includes the MCPS2000 shelf and all necessary input hybrid combiners and Tx filters for a
complete system solution. For Ericsson applications, all RF and DC connections are provided from the front panel access. Numerous cable kits have been designed to enable the customer to provide custom
product applications within select OEM radio equipment.

|Power                   |  | Dimensions
(W x D x H) |  | Description                                                                                                         
|----------------------- |  | ---------------------- |  | --------------------------------------------------------------------------------------------------------------------
|100W or 135W            |  | 5.25" x 18" x 14"      |  | Single module with communication interface                                                                          
|100W or 135W            |  | 19" x 18" x 3 RU       |  | Single module configuration in 19 in. housing                                                                       
|100W or 135W            |  | 23" x 18" x 3 RU       |  | Single module configuration in 23 in. housing                                                                       
|175W to 260W            |  | 19" x 18" x 8 RU       |  | 2 to 3 MCPA-2100 modules combined in a multi-module shelf                                                           
|175W to 350W            |  | 23" x 18" x 8 RU       |  | 2 to 4 MCPA-2100 modules combined in a multi-module shelf                                                           
|240W to 350W            |  | 19" x 18" x 8 RU       |  | 2 to 3 MCPA-2135 modules combined in a multi-module shelf                                                           
|240W to 500W            |  | 23" x 18" x 8 RU       |  | 2 to 4 MCPA-2135 modules combined in a multi-module shelf                                                           
|175 to 500 W per sector |  |                        |  | Up to 3 MCP-S2000 shelf systems installed in a ITCS-2000 indoor transmit cabinet with input combiners and Tx filters

Table 2 System Configurations

5.9    Intermodulation Data

The
following pages show test data showing the intermodulation performance of a 350-watt system with 24 carriers. The data shows IMD performance of65 dbc. In addition, Spectrian has done
simulation to determine the effects of downlink power control and have determined no detrimental effects in performance. Since Spectrian's multi-carrier amplifiers are designed for high PK-Avg ratio
of >10 dB, the EDGE carriers do not downgrade Spectrian MCPA performance.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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DIAGRAM

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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DIAGRAM

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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6.    Pricing

CELLULAR

|      |  |       |  |       |  |       |  |       |  | SUBRACKS1 |  |      
|----- |  | ----- |  | ----- |  | ----- |  | ----- |  | --------- |  | -----
|
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]

PCS

|      |  |       |  |       |  |       |  |       |  | SUBRACKS1 |  |      
|----- |  | ----- |  | ----- |  | ----- |  | ----- |  | --------- |  | -----
|
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]
|[***] |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]     |  | [***]

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|SPECTRIAN CORPORATION |                           | CINGULAR WIRELESS LLC
|--------------------- | ------------------------- | ---------------------
|Signed                | /s/JOSEPH MADDEN          |                      
|Name                  | Joseph Madden             |                      
|Title                 | Vice President, Marketing |                      
|Date                  | August 15, 2001           |                      

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.

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Appendix 3  Performance Report Card  August 14, 2001

This
document provides the framework from which the Performance Report Card will be measured. The intent of the Performance Report Card is to measure MCPA Vendor's performance in areas critical to
Cingular. MCPA Vendor's performance below the set target may lead to contract termination as specified below for the applicable area. Results shall be tracked monthly with quarterly written reporting
for the entire Performance Report Card unless otherwise specified in this Appendix.

Performance
Report Card areas consist of the following:



Definition of Systems

Systems
to be included in the performance measurements for down time are those systems directly impacting the ability to collect revenue. Depending on the hierarchical position of a System in the
Network, different weight may be applied when calculating liquidated damages.

Systems
to be included in the Performance Report Card are:

Network Element

DescriptionMCPA System

Consists of MCPA modules, subracks, combiners, filtersMCPA Module

Multicarrier Power AmplifierSubrack

Mechanical hardware and software for combining multiple MCPA modulesHybrid Combiner

Passive resistive network for combining multiple RF signals onto one RF output prior to input into MCPA systemRack

Mechanical hardware for stacking multiple subracks


1.    System Down Time

A.DefinitionSystem Down Time is defined as unscheduled, MCPA Vendor attributed System Downtime and/or Complete Cellsite Failure (CCF). CCF is defined as 95% or greater call or transaction inhibition or any CCF
related inability to collect revenue. MCPA Vendor and Cingular agree to track System Down Time for all Cingular markets as defined in this Agreement.

B.    System Down Time Determination

Sector
or cells' related outage downtime will be measured from switch logs. Downtime for CCFs will be retrieved from site alarm report. In the event of CCF downtime, a post-CCF meeting between
Cingular and MCPA Vendor will be held to mutually agree upon downtime minutes for each incident. CCF will be measured on Cingular Statistical Reporting system, billing records and transaction reports.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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Non-cell
related system downtime will be measured as the time the services were unavailable for use at an application level, as measured by system logs. Customer and system impact for CCFs can be
retrieved from switch reports from associated network elements. In the event of CCF downtime, a post-CCF meeting between Cingular and MCPA Vendor will be held to mutually agree upon downtime minutes
for each incident. In the event that Cingular experiences a CCF on a System Element in a redundant solution without causing any degrade of service for the end-user, this shall not be tracked in this
report card.

Both
cell and non-cell downtime will be measured per quarter per included System Element. In the event of a cell failure, lower hierarchical nodes are not included in downtime calculations in order
that only the root cause is measured.

2.    MCPA MODULE Delivery Performance

MCPA
Module Delivery Performance



3.    REPAIR AND RETURN



4.    WEB PAGE DEVELOPMENT



[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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5.    CUSTOMER SERVICE RESPONSE (CUSTOMER SERVICE RESPONSE)

MCPA
Vendor's RMA (Returned Merchandise Agreement) process will be used to record, track and measure CSR response times, and problems encountered by Cingular. MCPA Vendor will provide Cingular with
quarterly written reports and root cause analysis for all Cingular CSRs using four (4) priority levels with associated resolution times as defined in the "Customer Support Services" Appendix D
of this Agreement.



[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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Critical priority

[***]High priority

[***]Medium priority

[***]Low priority

[***]




6.    PRD (Hardware and Software) Delivery Time Measure

Once
the Cingular's PRD is transitioned to an MCPA Vendor's MRD (Market Requirement Document), the MRD will go through a feasibility study exercise. If the MRD is approved for development, MCPA Vendor
will define the availability in which the MRD will be delivered.

MCPA
Vendor will be measured by meeting the release dates of all MRDs (hardware and/or software). Furthermore, MCPA Vendor will be committed to implementing a process to release features and/or
enhancements between versions releases.

7.    Critical HW Failures for Base Stations

MCPA
Vendor and Cingular agree to work together to define a process to track the MTBF (Mean Time Between Failures) values for all critical MCPA equipment, within 60 days after execution of this
agreement, as needed for previous sections.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.

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