CONTRACT TO LEASE

This lease made and  entered  into this 13th day of April,  1998 by and  between
Ellington  Development  Incorporated  with a principal place of business at 3908
North  24th  Street;  City  of  Quincy;  County  of  Adams;  State  of  Illinois
hereinafter  called LESSOR and Spectrian  Corporation  with a principal place of
business at 350 West Java Drive; City of Sunnyvale; County of Santa Clara; State
of California hereinafter called the LESSEE.

                                   WITNESSETH

WHEREAS  LESSOR is the owner of a building  known as 300 Maine Street located on
the  Southeast  corner of Third and Maine  Streets,  Quincy,  Illinois;

WHEREAS LESSEE desires to lease a portion of this building from LESSOR:

NOW  THEREFORE  in  consideration  of  the  rental  herein  reserved  and of the
covenants  and  conditions  hereinafter  contained,  it is  mutually  agreed  as
follows:

1.  Premises - LESSOR hereby leases and demises to LESSEE and LESSEE does hereby
take and accept  from LESSOR a portion of 300 Maine  described  as Suite One and
further described hereinbelow to wit:
  
         The North Two Thousand  Seven Hundred Fifty square feet (2,750 sq. ft.)
         area (50' x 55') of the Lower Level

as more fully  described  in  Exhibits  A and B attached  hereto and made a part
hereof  hereinafter  called the  "Premises"  TO HAVE AND TO HOLD THE SAME,  with
appurtenances,  unto the said  LESSEE  for and during the term and at the rental
hereinafter set forth.

 
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2. Term - The Original Term of this Lease will be for one (1) year commencing at
the opening of business  April 1, 1998 and  terminating at the close of business
March 31, 1999 (the expiration  date). 

3. Option to Renew - LESSOR  hereby  grants  LESSEE one (1) option to renew this
Lease for an additional  term of one year  commencing  at the  expiration of the
Original Term upon the same terms and conditions  provided herein other than for
an adjustment of rent as set forth herein  below.  Such renewal  option shall be
exercised  in  writing,  delivered  to the  LESSOR  sixty  (60)  days  prior  to
expiration  of the Original  Term or Renewal  Term. 

4. Rent 

a. Original - LESSEE agrees to pay to LESSOR as rental for the demised  Premises
during the  Original  Term of the Lease  annually  the sum of Thirteen  Thousand
Seven  Hundred  Fifty  Dollars  ($13,750.00)  lawful money of the United  State,
payable in twelve (12) equal  monthly  installments  of One Thousand One Hundred
Forty-Five  Dollars and Eighty-Three  Cents  ($1,145.83) in advance on the first
day of each month without demand.  Rental payments will be considered delinquent
if not  received  by LESSOR  by the Tenth day of the month and a 5% late  charge
shall be added to the monthly rental amount due. 

b. Option for the First  Renewal Term - LESSEE agrees to pay to LESSOR as rental
for the demised  Premises during the First Renewal Term of the Lease annually an
amount equal to the rent paid by LESSEE for the last year of the  Original  Term
increased by the percentage increase,  if any, in the Consumer Price Index, U.S.
City

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Average,  Rent  Component  from the value of such  Index for the month of April,
1998, to the value of such Index for the month of March, 1999. Said sum shall be
payable in lawful money of the United States in advance on the first day of each
month without demand. 

5. Use - LESSEE  shall  have the right to occupy  and use the  Premises  for any
lawful purpose within the zoning regulations of the area. No packages,  trash or
rubbish, either shipping or receiving, shall be placed or stored in the Entrance
Foyer areas or halls.  LESSEE  shall have the right to paint a sign  identifying
the  business  name on the  interior  entrance  door or  interior  window of the
Premises.  LESSEE shall be solely  responsible for maintaining in good condition
its sign and shall remove it and repair any damage  caused by such removal on or
before the Expiration  Date of the Original Term or Renewal Term, as applicable.
A directory sign is available on the exterior of the building for placement of a
sign  provided  by  LESSEE.  The sign must match the  existing  signs.  Also,  a
directory  is  located  at the Main Floor  elevator  with a listing of  building
occupants.  

6. Ingress and Egress - LESSOR warrants that access to the Premises shall at all
times be  available  by concrete or asphalt  drive,  and a concrete  parking lot
shall be available for the building LESSEES' customer parking.  Employees of the
building LESSEES' shall utilize  municipal  parking lots.  Delivery trucks shall
park in the  spaces at the alley at the south end of the  building  and will not
enter the main customer  parking area.  
7. Repairs and  Maintenance 

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a. LESSEE - LESSEE shall make necessary  repairs due to normal usage of interior
and interior equipment such as plumbing fixtures, lighting fixtures,  electrical
outlets,  and the heating & air  conditioning  unit  maintenance.  LESSEE  shall
maintain and restore the Premises to the  condition of the building  when LESSEE
commenced occupancy, and all alterations,  additions, or improvements made to or
put upon the  Premises  shall become the property of the LESSOR and shall remain
upon and be  surrendered  with the Premises as a part  thereof.  Notwithstanding
anything aforesaid,  LESSEE shall have the right to install and remove from time
to time and at the end or earlier  termination  of this  Lease,  LESSEE's  trade
fixtures and equipment and business fixtures and equipment, to include,  without
limitation,  lighting fixtures, office partitions,  and furniture.  LESSEE shall
promptly  repair any damage to the  Premises  caused by the removal by LESSEE of
any  of  LESSEE's  property  therefrom  and  this  covenant  shall  survive  the
expiration or termination  of this Lease.  

b. LESSOR - The LESSOR shall  maintain and repair the exterior of the  building,
its structure,  roof, the entrance foyer, elevator, parking lot, landscaping and
utility  pipes,  wire and lines on the  Premises to the point in each case where
LESSEE  begins its own use of such  utility or  service.  

8. LESSOR's Right of Access - LESSOR,  its agents,  servants and employees shall
have the right to enter the Premises  during  business  hours,  with  reasonable
frequency,  and upon reasonable notice for the purpose of inspecting the same to
ascertain  whether

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LESSEE is performing the covenants of this Lease,  and during  business hours or
otherwise in the event of need, under special  arrangements  with LESSEE for the
purpose of making  required  repairs,  alterations,  improvements  or additions.
LESSOR shall be allowed to take all material into and upon the Premises that may
be required  therefore  without the same  constituting  an eviction of LESSEE in
whole or in part, and, except as otherwise provided,  the rent reserved shall in
no way abate while said repairs are being made by reason of  reasonable  loss or
interruption  of the  business of LESSEE  because of the  execution  of any such
work.  LESSOR agrees to cause as little  inconvenience  as possible to LESSEE in
connection  therewith.  During the sixty (60) days  preceding the  expiration of
this Lease,  LESSEE shall permit LESSOR or LESSOR's  agents to show the Premises
to  prospective  tenants with  reasonable  frequency  during  business  hours on
reasonable  notice and to place and keep in one or more conspicuous  places upon
the exterior of the Premises, not interfering with LESSEE's use of the Premises,
a notice in the usual form "To Let" and a notice in the usual  form "For  Sale",
which notices  LESSEE shall permit to remain  thereon  without  molestation.  

9.  Destruction  by Fire or Other  Causes,  Insurance - LESSOR shall provide and
maintain  adequate  insurance  on the  Premises  against loss or damage by fire,
lightning,  tornado  or other  casualty.  LESSEE  shall  provide  all  insurance
covering its contents and  personalty  separately.  In the event of damage to or
destruction of the Premises or a portion thereof by fire, or other cause so that

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the  Premises  cannot in the fair  estimate of either  party be restored  within
sixty (60) days,  either party may terminate  this Lease by written notice given
thirty (30) days after the event;  thereafter  neither LESSOR or LESSEE can have
any further rights,  duties or obligations  under this Lease and rents and other
sums payable by LESSEE for the remainder of the term shall wholly abate.  If the
Premises  can be  restored in sixty (60)  working  days,  LESSOR will  undertake
immediately the repair and  reconstruction  of the Premises at LESSOR's  expense
and will complete such work with due and reasonable diligence. During the period
commencing  with the date the damage  occurred and ending with completion of the
requisite repairs or reconstruction,  the rent payable hereunder shall abate and
the  obligation  of the LESSEE to pay the same shall  cease to the extent and in
proportion  to the area  rendered  untenantable  by the damage or by the work or
restoration  or repair.  

10.  Liability  Insurance  - LESSEE  shall at all times  during the term of this
Lease carry public liability insurance covering the LESSEE's  operations,  which
insurance shall adequately insure against liability for personal injury or death
and property  damage.  Current  Certificates  of Insurance  showing  evidence of
insurance coverage shall be provided to LESSOR.  LESSEE shall indemnify and hold
harmless  LESSOR  from and against all  claims,  actions,  demands,  judgements,
damages,  liabilities  and  expenses  suffered  by LESSOR  including  reasonable
attorneys'  fees,  for death of or bodily  injury to any  person or for loss of,
damage to or  destruction  of any  property  arising on account of any action or
failure to act by

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LESSEE in connection with LESSEE's use of the Premises.  

11. Utilities,  Taxes - LESSEE shall supply heat for the Premises to maintain an
interior temperature of 34*. LESSEE shall at its own expense pay all charges for
gas,  electricity  and telephone  utilities and services used in connection with
the  Premises  during  the  term of this  Lease.  LESSOR  agrees  that  all such
utilities  (including both storm and sanitary  sewers) shall be available to the
Premises  at the  commencement  date.  LESSOR  further  covenants  and agrees to
provide  potable water to the Premises for use by LESSEE and its  employees.  In
addition,  LESSOR shall pay all real estate taxes  levied on the  Premises.  

12.  Eminent Domain - If the whole or any part of the Premises shall be taken by
lawful authority for any public or quasi-public use or purpose this Lease shall,
as to the part taken,  terminate  on the date title shall be  acquired,  and the
rent  reserved  shall abate  fairly and in  proportion  to the part so taken and
shall  entirely  abate if the entire  Premises  are so taken.  In all cases of a
partial taking of the Premises  (except a minor street widening not injurious to
the use of the Premises by LESSEE)  LESSEE may, at its  election,  by delivering
written  notice to that  effect to LESSOR,  terminate  this Lease and vacate the
Premises,  and in that event,  the  liability of LESSEE for  performance  of the
Lease shall  terminate  and come to an end and all rents shall abate.  

13.  Quiet  Enjoyment - LESSOR  covenants  and agrees that LESSEE shall have the
quiet and peaceful enjoyment and exclusive possession of the Premises during the
term of this Lease.

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14.  Covenants  - The  parties  agree  that the  promises  of each to the  other
contained herein  constitute  covenants and conditions to the performance of the
other,  and that a breach of one or more of such covenants and conditions  shall
constitute  a  breach  of the  Lease.  

15.  Surrender - LESSEE shall quit and surrender the Premises at the  expiration
of the term in as good order and condition as they were when LESSEE commenced to
occupancy, ordinary wear and tear, damage by fire, acts of God or other casualty
and repair and replacement obligations defaulted by LESSOR excepted. 

16.  Notices - Any notice  given  pursuant  to this Lease shall be valid only if
given in  writing,  and  shall  be  deemed  sufficiently  given if given by hand
delivery,  or by registered or certified mail with sufficient  postage attached.
Notices to LESSOR  shall be  sufficient  if given or addressed to the person and
place to or at which payment of rent last preceding the time for notice had been
made and  received  or to:

                           Ellington Development Inc.
                             3908 North 24th Street
                             Quincy, Illinois 62301

        Notices to LESSEE shall be sufficient if given or addressed to:

                              Spectrian Corporation
                               350 West Java Drive
                           Sunnyvale, California 94089

The date of any notice  provided  for in this Lease shall be the date of deposit
in the U.S.  mails with  sufficient  postage if given by registered or certified
mail,  or the date of actual  delivery  to the above  address of the party to be
notified if otherwise  given.  The person and place to which notice may be given
may be changed from

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time to time by  written  notice to the  other,  effective  five (5) days  after
delivery of such  notice.  

17. Successors - Covenants and rights herein shall apply to, be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.  

18. Headings - Paragraph  headings are used herein for  identification  only and
shall not in any way affect the  interpretation of this Lease. 

19. Integration - This Lease states the entire agreement between the parties and
replaces all prior and contemporaneous  agreements documents and representations
with  respect  to  the  subject  matter  hereof.  No  alteration,  modification,
termination,  waiver or release,  in whole or in part, shall be effective unless
in writing,  signed by a duly authorized  representative  of each of the parties
hereto or their successors or assigns.  

20.  Third  Party  Rights  -  Nothing  in this  Lease  shall be  interpreted  as
conferring  any rights on any party  other than the parties  hereto.

IN WITNESS  WHEREOF,  The parties have hereunto set their hands this 13th day of
April, 1998 
                                                      ELLINGTON DEVELOPMENT INC.


Attest:    /s/ Sheila Morgan                       /s/ Ray C. Shortridge
           ------------------------                ----------------------------
           Sheila Morgan, Secretary                Ray C. Shortridge, President


                                                      SPECTRIAN CORPORATION


Attest:    /s/ Bruce R. Wright                     /s/ Bruce R. Wright
           ------------------------                ----------------------------
           Secretary                               Chief Financial Officer



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                                    EXHIBIT A
                                    300 MAINE

                         General Building Specifications

60' x 190' building structure of all steel, flexicore and concrete as follows:

Roof:  24 ga. galvalume standing seam panels insulated with 8"T
  fiberglass insulation.

Mansard Fascia:  26 ga. Midnight Bronze painted steel panels.

Exterior Walls:  Brick with steel studs, Thermax board backing and
  6"T fiberglass insulation between studs.

Windows and Doors:  - Exterior windows of 1" insulated glass.
                    - Exterior and unit entrance doors of 1/4" glass.
                    - All framing of bronze aluminum framing.

Interior of exterior walls,  unit walls and restroom walls: Wall construction of
  steel stud,  5/8"  firecode  drywall,  taped and painted with two coats of 
  latex eggshell  paint.  

Ceilings:  Ceiling  height  to  be  8'.  Ceilings  to be 2 x 2 suspended
  ceilings with white grid.

Floor covering:  Entrance corridor to be tiled.

Electric:  Electric  meter for each  leased  unit  located in  Electrical  Room.

Lighting  provided by 2 x 4 layin  fixtures with one switch and duplex  outlets.
  Telephone  hookup  available at the Electrical  Room.  

Heating/Air-Conditioning:  Separate  heating/cooling  systems  for each  unit.
  The  second  floor  will be supplied by roof  mounted  electric  heat pumps.
  The main floor and lower level will be  supplied by roof split  system  heat
  pumps with the outdoor  condensing unit on the roof,  the air handling
  portion within the suite. 

Plumbing:  Water provided by city water. 6" sanitary sewer hooked to city sewer.
  Public restroom located next to the elevator on the Lower Level.

                    Leased Premises Suite One Specifications

Carpentry:  Interior walls  constructed  per Exhibit B, painted with two (2)
  coats of paint.  Suspended  ceiling in front 1,370 sq. ft.   only. 

Plumbing:  Restroom to include one (1) water closet.  One (1) sink,   utility
  sink and water heater provided.

Electrical:  Lighting  provided  by 2 x 4  layin  fixtures  with  switches 
  and  duplex  outlets  installed  in the front 1,370 sq. ft.   Two tube,
  8' fluorescent strip fixtures installed in the 1,380 sq.   ft. rear area

Floor  Covering:  Carpet  installed  in the front  1,370 sq. ft.  office  area.
  Vinyl tile  installed  in the rear 1,380 sq. ft. rear area. 

Heating/Air  Conditioning:  Heating and air  conditioning  provided by electric
  roof top air conditioners with thermostats.




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                            [Graphic of floor plan]




                                   Exhibit B
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