Term Sheet for Spectrum Signal Processing Inc.                 Bank of Montreal
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BORROWER:
               Spectrum Signal Processing Inc. ("Spectrum" or the "Borrower")

LENDER:
               Bank of Montreal ("BMO" or the "Bank")

FACILITIES:
               OPERATING LINE: A demand revolving credit facility for up to
               Canadian $5,000,000 to provide for ongoing operating/working
               capital requirements for the Borrower.

AVAILABILITY:  Demand; availability by way of:

               o    FirstBank Cash Management Account ("FCMA") by way of C$
                    overdraft; and/or
               o    Commercial Letters of Credit ("CLC") for terms of up to 364
                    days available in all major currencies offered by the Bank,
                    for purposes other than guaranteeing obligations of third
                    parties, up to an aggregate of C$250,000 outstanding and
                    issued at any one time. Not available for speculative
                    purposes, and/or
               o    MasterCard: for business/expense account purposes, Can &/or
                    US $, maximum C$ equivalent $170,000 and/or
               o    Foreign Exchange Forward Contracts ("FEFC"). Major traded
                    currencies, maximum 1 year and $500,000 at deemed
                    utilization equal to 10% of face amount of FEFC contract,
                    not available for speculative purposes. (See Restrictions
                    below)
               o    Demand Loan Revolving ("D/L Rev US $"). In US $, in units of
                    US $50,000, (See Restrictions below) and/or

RESTRICTIONS:
               The company will be restricted from accessing any of the
               options/facilities which have been specifically highlighted as
               Restricted within this Term Sheet until such time as formal
               approval has been provided by the Bank for accessing same. In
               addition, the Bank will require a 15 day notice period that the
               company requests access to amounts in excess of C$ 2.5 million,
               but not more than C$ 5.0 million. At that time, the Bank will
               review the request and determine whether access to funds between
               C$2.5 million and C$5.0 million will be permitted.

REPAYMENT:
               OPERATING LINE: Demand, to revolve with ongoing business
               activity. Interest to be paid monthly.

INTEREST RATES:
               Advances under the Operating Facility shall be subject to the
               following interest rate margins:

             Availability option             Base Rate  +           Increment
             -------------------             ---------              ---------

    FCMA                                     Prime                     1.0%
    D/L Rev US $                             US Base                   1.0%
    CLC                                      Standard                  1.2%
    MC                                       Standard                  N/A
    FEFC                                     Market                    N/A

    Other    FCMA facility    $600/month


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                                                                     Page 1 of 6


<PAGE>

Term Sheet for Spectrum Signal Processing Inc.                 Bank of Montreal
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MARGIN


               Aggregate advances under this facility are to be maintained, on a
               forward margin basis, within:

                 90%     of good quality, assigned trade
                         accounts receivable of the Borrower
                         which are: (a) covered by Export
                         Development Corporation insurance
                         under Direction to Pay (Form E-6) or
                         other assigned insurance acceptable
                         to the Lender, (b) not more than 61
                         days past due (91 days for
                         government and quasi government
                         accounts), and (c) not
                         contra/off-set/holdback/disputed/inter-company
                         accounts), plus

                 75%     of good quality, assigned, Canadian domiciled,
                         trade accounts receivable of the Borrower which
                         are: (a) not more than 61 days past due (91 days
                         for government and quasi government accounts), and
                         (b) not
                         contra/off-set/holdback/disputed/inter-company
                         accounts, plus

                 75%     of good quality, assigned, United
                         States domiciled, trade accounts
                         receivable of the Borrower which
                         are: (a) not more than 61 days past
                         due (91 days for government and
                         quasi government accounts), and (b)
                         not
                         contra/off-set/disputed/inter-company
                         accounts, (c) Invoiced and owned by
                         the non-consolidated Borrower, plus

                 50%     of pledged, raw materials and finished inventories
                         of the Borrower: (a) located in B.C., (b) valued
                         at the lower of cost or market less prior
                         statutory claims and $500,000 in estimated BIA
                         claims, and (c) subject to a maximum inventory
                         Margin value of $1,000,000.




FEES:

                    A monthly administration fee in the amount of $1,250 is to
                    be implemented effective January 1, 2002 and will continue
                    until cancelled or modified by the Bank. This fee is in
                    addition to any other fees or charges currently levied by
                    the Bank. The Bank agrees to re-assess the need for a fee
                    following receipt and review of the internal financial
                    statements for the 6 month period ending June 30, 2002.

                    A transaction fee in the amount of $7,500 will be payable
                    upon acceptance of this Term Sheet by the company.


REPRESENTATIONS
& WARRANTIES:

                    Usual, including confirmation of corporate status and
                    authority, non-violation of law or existing agreements, no
                    material litigation, satisfactory insurance coverage, and
                    continued compliance with environmental regulations.

EVENTS OF
DEFAULT:

                    Usual, including failure to pay principal and interest when
                    due; representations and warranties materially incorrect;
                    breach of covenants and security undertakings; judgements in
                    excess of $100,000 against the Borrower or its subsidiaries
                    which remain undischarged, unvacated, unbonded or unstayed
                    for more than 45 days; failure to comply with the terms of
                    other financing agreements of the Borrower and its
                    subsidiaries (with notice and cure periods as applicable);
                    cross-default to material obligations of the Borrower and
                    its subsidiaries; bankruptcy/insolvency of the Borrower or
                    any subsidiary; non-compliance with any environmental
                    regulation imposed by any government or its agency, no
                    merger/amalgamation without the Bank's prior written
                    consent.


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                                                                     Page 2 of 6


<PAGE>


Term Sheet for Spectrum Signal Processing Inc.                 Bank of Montreal
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COVENANTS:

                    Usual, including maintenance of insurance; payment of taxes;
                    compliance with statutes and with environmental standards;

Note: As at the date of this Term Sheet (08 April 2002), Spectrum is in
compliance with the existing covenants, as contained in the Term Sheet dated
July 8, 1998

                    Financial covenants:

                    1.   Current ratio to be greater than 1.50:1 at any time. To
                         be tested on a quarterly basis commencing March 31/02.

                    2.   Debt to Tangible Net Worth to be less than 1.1:1 at any
                         time. To be tested on a quarterly basis commencing
                         March 31/02.

                    3.   No cash dividends in aggregate more than $1,000 per
                         annum without the Bank's prior written consent.

                    4.   No further term debt to be incurred, without the Bank's
                         prior consent, such consent not be unreasonably
                         withheld.

                    5.   Capital expenditures, including investments, in excess
                         of US$100,000 over the Capital Expenditure Budget, as
                         presented to and accepted by the Bank annually, will
                         require the prior written approval of the Bank.,
                         commencing with the fiscal year 2002.

                    6.   Spectrum has provided its 2002 Budget dated November
                         30, 2001, upon which we have based our review. Spectrum
                         prepares a Rolling Quarterly Forecast, a copy of which
                         will be made available to the Bank. Spectrum agrees
                         that it will not be more than US$200,000 per quarter or
                         US$600,000 in aggregate lower than its quarterly
                         forecast EBITDA.


REPORTING
REQUIREMENTS:

                    The Borrower shall deliver to the Bank the following:

                    1.   In-house prepared monthly financial statements of the
                         Borrower, including a certificate with attendant
                         calculations, certified by the C.F.O., indicating
                         compliance with all covenants within 30 days of month
                         end.

                    2.   Audited annual financial statements of the consolidated
                         Borrower within 90 days of year end, as well as copies
                         of all the unconsolidated annual financial statements.

                    3.   Certified, consolidated, aged accounts receivable
                         listings and aged accounts payable listing is to be
                         provided in a format approved by the Bank, within 30
                         days following each month end.

                    4.   Monthly list of inventory to be provided within 30 days
                         following each month end via form LF 151.

                    5.   Each month, the company will provide a Monthly Revenue
                         Forecast for either the remainder of the quarter, or
                         for the next quarter (as appropriate), in a format
                         approved by the Bank.

                    6.   Copies of all information released to the public in the
                         form of disclosures, advisories, news releases,
                         quarterly financial statements, etc.


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                                                                     Page 3 of 6

<PAGE>

Term Sheet for Spectrum Signal Processing Inc.                 Bank of Montreal
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                    7.   Annual business plan to be provided to the Bank,
                         including financial projections, capital expenditure
                         budget, assumptions, etc. within 60 days following the
                         commencement of each fiscal year.

                    8.   Any other information as may reasonably be requested by
                         the Bank from time to time.

OTHER COSTS

                    The Borrower is responsible for payment of all reasonable
                    legal and out of pocket expenses of the Bank, including the
                    costs for the completion of a review of the security
                    position of the Bank, and any advice required pursuant to
                    the development of this Term Sheet, or any other Term Sheets
                    or action plans going forward.

REVIEW

                    Notwithstanding any other term or condition contained in
                    this Term Sheet, the Bank reserves its rights of periodic
                    review and demand.


DEFINITIONS:

                    When calculating the foregoing financial ratios, U.S.
                    Generally Accepted Accounting Principals ("GAAP") and the
                    following definitions are to be applied:

CURRENT RATIO:

                    Current Ratio is (a) Current Assets divided by (b) Current
                    Liabilities.

DEBT:

                    In accordance with generally accepted accounting principles,
                    all liabilities and/or indebtedness, including any
                    capitalized lease obligations, the debt portion of preferred
                    shares as recorded in accordance with US GAAP, and any
                    contingent obligations recorded in accordance with US GAAP,
                    but excluding any long-term deferred income taxes, any
                    subordinated debt.

IN HOUSE
FINANCIAL STATEMENT:

                    Shall refer to the internally generated financial statement
                    of the Consolidated Borrower, and shall consist of an income
                    statement and balance sheet. The income statement will
                    include, at a minimum, a comparison to Plan for the month
                    and the year to date, and will specifically break out
                    depreciation/amortization as well as interest expense. The
                    balance sheet will also include a comparison to the Plan for
                    the month in question.

EBITDA:

                    The consolidated Net Income of Spectrum determined in
                    accordance with U.S. generally accepted accounting
                    principles (excluding all dividend & interest income and all
                    extraordinary, non-recurring and unusual items) plus to the
                    extent deducted in calculating such net income, amounts for
                    total interest expense, other financing costs, taxes,
                    amortization, depreciation and other non-cash expenses.




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                                                                     Page 4 of 6


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Term Sheet for Spectrum Signal Processing Inc.                 Bank of Montreal
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SECURITY:
                    The following description of the security held is
                    descriptive only.

                    General assignment of book debts under PPSA in Canada and
                    UCC in the United States.

                    Direction to Pay (Form E-6) from Export Development
                    Corporation.

                    Section 427 Bank Act Security over all goods and inventories
                    of the Borrower.

                    General Security Agreement, duly registered under PPSA,
                    providing a first fixed and floating charge over all
                    personal assets and a floating charge over all real property
                    of the Borrower.

                    Certified copy of acceptable business and fire insurance
                    policy with standard mortgage clause and BMO named as loss
                    payee

                    As and when Availability option is utilised:
                        o        Indemnities for CLC's
                        o        MC Agreement

                    FirstBank Lending Agreement.

TO BE OBTAINED:

Any other security as may be reasonably requested by the Bank or its solicitor,
including revisions and modifications to existing security necessitated by the
review of our security, and/or as a result of this Term Sheet.


                                  Page 5 of 6
<PAGE>

Term Sheet for Spectrum Signal Processing Inc.                 Bank of Montreal
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April 8, 2002


                                                        Direct Tel: 604-665-2637

Spectrum Signal Processing Inc.
One Spectrum Court
#200 - 2700 Production Way
Burnaby, B.C.
V5A-4X1

Attention: Martin McConnell, C.A.

Dear Sir:

Attached please find two original copies of a revised Term Sheet, which will
supercede any previous Term Sheet between the Bank and Spectrum Signal
Processing Inc.

Assuming you are in agreement with the Term Sheet attached, please initial each
of the five pages on one of the two original copies, and return same to the
attention of the undersigned, along with a signed copy of this cover letter as
indicated.

This financing offer is open for acceptance until 4:00 p.m. April 12, 2002, at
which time it will lapse.

Yours truly,

/s/ E. Danial Darts
E. Danial Darts
Senior Account Manager

We accept and agree with the Terms and Conditions as detailed in the Term Sheet
dated April 8, 2002.


Spectrum Signal Processing Inc.


Per:        /s/ Pascal Spothelfer                    Dated:  April 8, 2002
     ---------------------------------------


Per:      /s/ Martin McConnell                       Dated:   April 8, 2002
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                                  Page 6 of 6