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                                                                   EXHIBIT 10.35




                              VARI-L COMPANY, INC.

                      RESALE REGISTRATION RIGHTS AGREEMENT

                                 OCTOBER 7, 2002

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                              VARI-L COMPANY, INC.

                      RESALE REGISTRATION RIGHTS AGREEMENT

         This Resale Registration Rights Agreement (the "AGREEMENT") is made and
entered into as of October 7, 2002 by and between Vari-L Company, Inc., a
Colorado corporation (the "COMPANY") and Sirenza Microdevices, Inc., a Delaware
corporation (the "INVESTOR").

                                    RECITALS

         WHEREAS, the Company desires for the Investor to provide a loan
facility of up to $5,300,000 to the Company on the terms and conditions stated
in the Loan Agreement between the Company and the Investor dated the date hereof
(the "LOAN AGREEMENT");

         WHEREAS, pursuant to the Loan Agreement, the Company intends to issue
to the Investor a $1,300,000 principal amount convertible promissory note (the
"TRANCHE A NOTE"), the face amount of which shall be convertible into fully
paid, nonassessable shares of Common Stock (as defined below) of the Company
(the "NOTE SHARES") upon the terms and subject to the conditions set forth in
the Loan Agreement and the Tranche A Note; and

         WHEREAS, as an inducement for the Investor to enter into the Loan
Agreement, the Company desires to enter into this Agreement with the Investor.

         1. RIGHTS OF INVESTORS

         The Company hereby grants to the Investor the registration rights and
other rights contained herein (collectively the "INVESTOR RIGHTS"). The Investor
accepts the Investor Rights, and agrees to be bound by the obligations contained
herein.

         2. REGISTRATION RIGHTS.

                  2.1 DEFINITIONS.

                           (a) Common Stock. The term "COMMON STOCK" means
shares of common stock of the Company, par value $0.01.

                           (b) Exchange Act. The term "EXCHANGE ACT" means the
Securities Exchange Act of 1934, as amended.

                           (c) Form S-1. The term "FORM S-1" means such form
under the Securities Act as is in effect on the date hereof or any successor
registration form under the Securities Act subsequently adopted by the SEC.



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                           (d) Form S-3. The term "FORM S-3" means such form
under the Securities Act as is in effect on the date hereof or any successor
registration form under the Securities Act subsequently adopted by the SEC which
permits inclusion or incorporation of substantial information by reference to
other documents filed by the Company with the SEC.

                           (e) Holder. The term "HOLDER" means any person owning
of record Registrable Securities that have not been sold to the public in a
registered offering or pursuant to Rule 144 promulgated under the Securities Act
or any assignee of record of such Registrable Securities to whom rights under
this Section 2 have been duly assigned in accordance with this Agreement.

                           (f) Registrable Securities. The term "REGISTRABLE
SECURITIES" means: (i) all Note Shares issued or issuable pursuant to the
Tranche A Note, and (ii) any shares of the Common Stock of the Company or other
securities issued in connection with any stock split, stock dividend,
recapitalization or similar event relating to the foregoing; excluding in all
cases, however, any Registrable Securities sold by a person in a transaction in
which rights under this Section 2 are not assigned in accordance with this
Agreement or any Registrable Securities sold to the public in a registered
offering or sold pursuant to Rule 144 promulgated under the Securities Act.

                           (g) Registration. The terms "REGISTER," "REGISTERED,"
and "REGISTRATION" refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement.

                           (h) Registration Expenses. "REGISTRATION EXPENSES"
shall mean all expenses incurred by the Company in complying with Section 2.2
hereof, including, without limitation, all registration and filing fees, listing
fees, printing expenses, fees and disbursements of counsel and accountants for
the Company, fees and expenses of one counsel for all the Holders (not to exceed
$25,000), blue sky fees and expenses and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company, which shall be paid in any event by the
Company).

                           (i) SEC. The term "SEC" or "COMMISSION" means the
U.S. Securities and Exchange Commission.

                           (j) Securities Act. "SECURITIES ACT" shall mean the
Securities Act of 1933, as amended.

                           (k) Selling Expenses. "SELLING EXPENSES" shall mean
all underwriting discounts and selling commissions applicable to the sale of
Registrable Securities.

                  2.2 RESALE REGISTRATION.

                           (a) Required Registration. The Company shall:



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                                (i) as soon as practicable, but no later than 30
days after the date of original issuance of the Note Shares pursuant to the
conversion of the Tranche A Note (the "SHELF FILING DEADLINE"), cause to be
filed with the Commission a registration statement on Form S-1 (or, to the
extent available to the Company, Form S-3) pursuant to Rule 415 promulgated
under the Securities Act (the "SHELF REGISTRATION STATEMENT"), which Shelf
Registration Statement shall provide for the offer and sale of all Registrable
Securities held by Holders that have provided to the Company the information
required pursuant to the terms of Section 2.6 hereof;

                                (ii) use its reasonable efforts to cause the
Shelf Registration Statement to be declared effective by the Commission as
promptly as practicable, but not later than 120 days after the date of original
issuance of the Note Shares pursuant to the conversion of the Tranche A Note
(the "EFFECTIVENESS TARGET DATE"); and

                                (iii) upon and after the declaration of the
effectiveness of the Shelf Registration Statement by the Commission, use its
reasonable efforts to keep the Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions of Section 2.5
hereof (subject to the right of the Company to suspend the use of the Shelf
Registration Statement by delivery of a Suspension Notice in accordance with
Section 2.5 hereof) to the extent necessary to ensure that (A) it is available
for resales of Registrable Securities by the Holders, and (B) conforms with the
requirements of this Agreement and the Securities Act and the rules and
regulations of the Commission promulgated thereunder as announced from time to
time, for a period (the "EFFECTIVENESS PERIOD") ending on the earliest of:

                                (1) the date when the Holders of Registrable
Securities are able to sell all such Registrable Securities immediately without
restriction pursuant to the volume limitation provisions of Rule 144 under the
Securities Act; and

                                (2) the date when all of the Registrable
Securities of the Holders have been registered under the Shelf Registration
Statement and have been disposed of in accordance with the Shelf Registration
Statement.

                  2.3 LIQUIDATED DAMAGES.

                           (a) Triggers and Amounts. If:

                                (i) the Shelf Registration Statement is not
filed with the Commission prior to or on the Shelf Filing Deadline;

                                (ii) the Shelf Registration Statement has not
been declared effective by the Commission prior to or on the Effectiveness
Target Date;

                                (iii) except as provided in Section 2.5 hereof,
the Shelf Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or usable or the
prospectus contained therein ceases to be usable, in either case, in connection
with resales of Registrable Securities without being succeeded within five
business days



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by a post-effective amendment to the Shelf Registration Statement, a supplement
to the prospectus or a report filed with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in
the case of a post-effective amendment, is itself immediately declared
effective; or

                                (iv) either (1) the use of the prospectus
included in the Shelf Registration Statement is suspended by the Company
pursuant to Section 2.5(h) hereof for more than 30 days in any particular case
or (2) the use of the prospectus included in the Shelf Registration Statement is
suspended by the Company pursuant to Section 2.5(h) hereof for more than 60 days
in the aggregate in any consecutive twelve-month period,

(each such event referred to in the foregoing clauses (i) through (iv), a
"REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages
("LIQUIDATED DAMAGES") to the Holders of Registrable Securities as follows:

                                    (A) from and including the day following the
Registration Default to, but excluding, the earlier of (1) the day on which the
Registration Default has been cured, (2) the thirtieth day following the date of
the Registration Default, and (3) the date the Shelf Registration Statement is
no longer required to be kept effective hereunder, the Company shall reserve and
accrue daily for later payment to the account of each Holder an amount of cash
in respect of each Registrable Security held by such Holder equal to (x) $3,000
divided by (y) the total number of Registrable Securities outstanding as of the
date of the Registration Default; and

                                    (B) upon and after the thirtieth day
following the date of the Registration Default, each Holder of Registrable
Securities shall have the right to sell the Registrable Securities held by him,
her or it to the Company for a cash price per share equal to the greater of:

                                    (1) (x) $1,300,000 divided by (y) the total
number of Note Shares originally issued upon conversion of the Tranche A Note
(as adjusted for any stock split, stock dividend, recapitalization or similar
event applicable to such shares through that date); and

                                    (2) the average of the daily closing price
per share of the Common Stock of the Company as quoted on the OTC Bulletin Board
or any nationally-recognized securities exchange or interdealer quotation system
for the thirty trading days prior to and including the thirtieth day following
the Registration Default.

                           (b) Payment. All Liquidated Damages accrued pursuant
to subsection (A) above by reason of a Registration Default shall be paid in
arrears to the Holders by the Company on the earlier of (1) the day on which
such Registration Default has been cured, (2) the thirtieth day following the
date of such Registration Default, and (3) the date the Shelf Registration
Statement is no longer required to be kept effective hereunder. Upon the cure of
any Registration Default, the accrual of Liquidated Damages pursuant to
subsection (A) above in respect of such Registration Default will cease. Any
Holder of Registrable Securities may exercise its right to sell its Registrable
Securities to the Company on the terms stated in subsection (B) above by
delivering the certificate(s)



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representing such Registrable Securities (or an executed affidavit of loss in
form reasonably acceptable to the Company, without any requirement of a bond or
other security) to the principal executive offices of the Company, along with a
written demand for payment hereunder. With each payment of Liquidated Damages
remitted to a Holder by the Company pursuant hereto, the Company shall provide a
written calculation (performed in accordance with the terms of this Section) of
the Liquidated Damages so paid.

                           (c) Acknowledgement of Reasonableness. The parties
hereto agree that the Holders of Registrable Securities will suffer damages, and
that it will not be feasible to ascertain the extent of such damages with
precision, if a Registration Default occurs. The parties hereto further agree
that the Liquidated Damages provided for in this Section constitute a reasonable
estimate of the damages that may be incurred by Holders of Registrable
Securities by reason of a Registration Default. Therefore, the parties hereto
agree that the sole damages payable for a violation of the terms of this
Agreement with respect to which Liquidated Damages is expressly provided for
(including any non-compliance with a covenant that results, directly or
indirectly, in a Registration Default) shall be such Liquidated Damages.

                  2.4 EXPENSES OF REGISTRATION. All Registration Expenses
incurred in connection with any registration or attempted registration pursuant
hereto shall be borne by the Company, and all Selling Expenses shall be borne by
the Holders of the Registrable Securities so registered pro rata on the basis of
the number of their shares so registered by each such Holder.

                  2.5 OBLIGATIONS OF THE COMPANY. Whenever required to effect
the registration of any Registrable Securities under this Agreement, the Company
shall, as expeditiously as reasonably possible:

                           (a) Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its reasonable
efforts to cause such registration statement to become effective, and keep such
registration statement effective until the distribution is completed.

                           (b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

                           (c) Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and all amendments and supplements thereto,
and such other documents as they may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by them that are included in
such registration.

                           (d) Use its reasonable efforts to register, list on
the same exchange as all other listed company shares and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the



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Holders, provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.

                           (e) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter(s) of such offering. Each
Holder participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

                           (f) Notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing and, following such notification, promptly deliver to each Holder
copies of all amendments or supplements referred to in paragraphs (b) and (c) of
this Section.

                           (g) Furnish, at the request of any Holder registering
Registrable Securities, on the date that such Registrable Securities are
delivered to the underwriters for sale, if such securities are being sold
through underwriters, (i) an opinion, dated as of such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering addressed to the underwriters, if any, and if there are no
underwriters, to the Holders requesting registration of Registrable Securities
and (ii) a "comfort" letter dated as of such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering and reasonably satisfactory to a majority in
interest of the Holders requesting registration, addressed to the underwriters.

                           (h) Notwithstanding the foregoing, in the event (i)
of the happening of any Suspension Event (as defined below) or (ii) that, in the
good faith judgment of the board of the directors of the Company, it is
advisable to suspend the use of the prospectus for a discrete period of time due
to pending material Company developments that have not yet been publicly
disclosed and as to which the board of directors of the Company determines in
good faith that public disclosure would be materially prejudicial to the
Company, the Company shall deliver a certificate in writing, signed by an
authorized executive officer of the Company, to the Holders (a "SUSPENSION
NOTICE"), to the effect of the foregoing and thereafter the use of the
prospectus shall be suspended, and the Company, subject to the terms of this
Section 2.5(h), shall thereafter not be required to maintain the effectiveness
or update the Shelf Registration Statement. The Company will use its
commercially reasonable efforts to ensure that the use of the prospectus may be
resumed as soon as practicable, in the case of suspension under Section
2.5(h)(i) hereof, and, in the case of a pending material Company development
referred to in Section 2.5(h)(ii) hereof, as soon as, in the good faith judgment
of the board of directors of the Company, public disclosure of such pending
material Company development would not have a material adverse effect on the
Company. Notwithstanding the



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foregoing, the Company shall not under any circumstances be entitled to exercise
its right under this Section 2.5(h) to suspend the use of the prospectus
(whether as a result of events referred to in Section 2.5(h)(i) hereof or as a
result of the pending development or event referred to in Section 2.5(h)(ii)
hereof) for more than 30 days in any particular instance and 60 days in the
aggregate in any consecutive twelve-month period. The Company shall not be
required to specify in the Suspension Notice to the Holders the nature of the
event giving rise to the suspension of the use of the prospectus, though it
shall be required to restate the standard set forth in this subsection and
certify that such standard has been met. A "SUSPENSION EVENT" shall mean any of
the following: (i) any request by the SEC or any other federal or state
governmental authority for amendments or supplements to Shelf Registration
Statement or related prospectus, (ii) the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the
effectiveness of the Shelf Registration Statement, (iii) the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, and (iv) the existence of any fact or happening of any event
which makes any statement of a material fact in the Shelf Registration Statement
or related prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue or which would require the making of any changes in
the Shelf Registration Statement or prospectus in order that, in the case of the
Shelf Registration Statement, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case
of the prospectus, it will not contain any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

                  2.6 FURNISH INFORMATION. It shall be a condition precedent to
the obligation of the Company to register the Registrable Securities held by
each Holder that such Holder shall furnish to the Company such information as
the Company may reasonably request in writing regarding such Holder, the
Registrable Securities held by them, and the intended method of disposition of
such securities as shall be required under the Securities Act to be disclosed in
the Shelf Registration Statement to timely effect the registration of
Registrable Securities, which writing shall be delivered to each Holder at its
address as listed in the Company's stock records, or at such other address as
the Holder may provide.

                  2.7 INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement hereunder:

                           (a) By the Company. To the extent permitted by law,
the Company will indemnify and hold harmless each Holder, the partners, members,
officers and directors of each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"VIOLATION"):



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                                (i) any untrue statement or alleged untrue
statement of a material fact contained or incorporated by reference in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto;

                                (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading, or

                                (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any federal or state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange
Act or any federal or state securities law in connection with the offering
covered by such registration statement;

and the Company will reimburse each such Holder, partner, member, officer or
director, underwriter or controlling person for any legal or other expenses
reasonably incurred by them, as incurred, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided however,
that the indemnity agreement contained in this subsection shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable to any such
Holder, partner, member, officer or director, underwriter or controlling person
for any such loss, claim, damage, liability or action to the extent (and only to
the extent) that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished in writing
and expressly stated for use in connection with such registration by such person
or entity.

                           (b) By Selling Holders. To the extent permitted by
law, each selling Holder will, severally and not jointly, if Registrable
Securities held by such Holder are included in the securities as to which such
registration is being effected, indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the registration statement,
each person, if any, who controls the Company within the meaning of the
Securities Act, any underwriter (as defined in the Securities Act) and any other
Holder selling securities under such registration statement or any of such other
Holder's partners, members, directors or officers or any person who controls
such underwriter or other Holder within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling person,
underwriter or other such Holder, member, partner or director, officer or
controlling person of such underwriter or other Holder may become subject under
the Securities Act, the Exchange Act or other federal or state law, insofar as
such losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder by an instrument
duly executed by such Holder and stated to be specifically for use in such
registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, underwriter or other Holder, partner, member, officer, director or
controlling person of such other Holder or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement



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contained in this subsection shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; and provided further, that the total amounts payable in indemnity by a
Holder under this Section in respect of any Violation shall not exceed the net
proceeds received by such Holder in the registered offering out of which such
Violation arises.

                           (c) Notice. Promptly after receipt by an indemnified
party under this Section of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section, deliver
to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential conflict of interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable period of time of
the commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of liability to the
indemnified party under this Section only to the extent that the indemnifying
party's ability to defend such action is so materially prejudiced, but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to any indemnified party otherwise than
under this Section.

                           (d) Survival. The obligations of the Company and
Holders under this Section shall survive the completion of any offering of
Registrable Securities in a registration statement, and otherwise.

                  2.8 RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Registrable Securities to the public without
registration, the Company agrees to:

                           (a) Make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities Act, at
all times (it being understood that the Company's failure to include in any
filing with the Commission the report of an independent accountant expressing an
unqualified opinion of the Company's statements of operations, cash flows and
shareholders' equity for periods ending on or before June 30, 2000, or on its
balance sheet as of any date prior to June 30, 2000, shall not be considered a
violation hereof);

                           (b) Use its reasonable efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and



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                           (c) So long as a Holder owns any Registrable
Securities, to furnish to the Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of Rule 144,
and of the Securities Act and the Exchange Act, a copy of the most recent annual
or quarterly report of the Company, and such other reports and documents of the
Company as a Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing a Holder to sell any such securities
without registration.

                  2.9 ASSIGNMENT OF REGISTRATION RIGHTS. The rights of a Holder
under this Agreement may be assigned by any Holder in connection with any
transfer or assignment by a Holder of Registrable Securities provided that: (i)
such transfer may otherwise be effected in accordance with applicable securities
laws, and (ii) such other party agrees in writing with the Company to be bound
by all of the provisions of this Agreement.

         3. LEGENDS. The Investor understands that the share certificates
evidencing any Registrable Securities shall be endorsed with the following
legends (in addition to any legends required under applicable state securities
laws):

                           (a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

         4. MISCELLANEOUS

                  4.1 SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and permitted
transferees and permitted assigns of the parties. The Company may not assign its
obligations hereunder by operation of law or otherwise without the prior written
consent of Investor.

                  4.2 GOVERNING LAW. This Agreement shall be governed in all
respects by the laws of the State of Delaware as applied to contracts made and
to be performed entirely within that state between residents of that state.

                  4.3 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which
together shall constitute one instrument. Facsimile copies of signature pages
hereto shall be deemed binding originals hereunder.

                  4.4 TITLES AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.



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<PAGE>

                  4.5 STOCK SPLITS, ETC. All share numbers used in this
Agreement are subject to adjustment in the case of any stock split, reverse
stock split, combination or similar events.

                  4.6 NOTICES. Any notice required or permitted to be given to a
party pursuant to the provisions of this Agreement will be in writing and will
be deemed given and effective on the earlier of (i) the date of delivery by
facsimile, (ii) the business day after deposit with a nationally-recognized
courier or overnight service, including Express Mail, for United States
deliveries, or (iii) five (5) business days after deposit in the United States
mail by registered or certified mail for United States deliveries. All notices
not delivered personally or by facsimile will be sent with postage and other
charges prepaid and properly addressed to the party to be notified at the
address set forth below such party's signature on this Agreement or at such
other address as such party may designate by ten (10) days advance written
notice to the other parties hereto. All notices for delivery outside the United
States will be sent by facsimile, or by nationally recognized courier or
overnight service. Any notice given hereunder to more than one person will be
deemed to have been given, for purposes of counting time periods hereunder, on
the date given to the last party required to be given such notice. Notices to
the Company will be marked to the attention of the Chief Financial Officer.

                  4.7 ATTORNEYS' FEES. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.

                  4.8 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of all parties hereto; provided,
however that with respect to any Holder, the consent of the Investor shall be
sufficient to bind such Holder.

                  4.9 SEVERABILITY. If any provision of this Agreement is held
to be unenforceable under applicable law, then such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision was so excluded and shall be enforceable in accordance with its
terms.

                  4.10 ENTIRE AGREEMENT. This Agreement constitutes the full and
entire understanding and agreement between the parties with respect to the
subject matter hereof and supersedes all prior negotiations, correspondence,
agreements, understandings, duties or obligations among the parties with respect
to the subject matter hereof.

                  4.11 FURTHER ASSURANCES. From and after the date of this
Agreement, upon the request of a party, the other parties shall execute and
deliver such instruments, documents or other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.



                                      -11-
<PAGE>


                  4.12 TERMINATION. This Agreement shall terminate upon the
earlier of (i) the date that all parties hereto agree in writing to so terminate
the Agreement, and (ii) the date that all outstanding Registrable Securities
have either been repurchased by the Company for cash pursuant to Section 2.3
hereof or sold by the Holders pursuant to a Shelf Registration Statement or
pursuant to Rule 144 promulgated under the Securities Act.

                  [Remainder of Page Intentionally Left Blank]



                                      -12-

<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Resale
Registration Rights Agreement as of the date first above written.


Vari-L Company, Inc.

By: /s/ CHARLES R. BLAND
   ------------------------

Name: Charles R. Bland

Title: CEO

Address:

4895 Peoria Street
Denver, CO 80239
Attention: Chief Financial Officer
Telephone No.: (303) 371-1560
Facsimile No.: (303) 373-3870


Investor

Sirenza Microdevices, Inc.

By: /s/ GERALD L. QUINNELL
   ------------------------

Name: Gerald L. Quinnell

Title: EVP Business Development

Address:

522 Almanor Avenue
Sunnyvale, CA 94085
Attention: Chief Financial Officer
Telephone No.: (408) 616-5441
Facsimile No.: (408) 739-0952