Confidential Treatment Requested    Exhibit 10.48.2

                AMENDMENT NO. 2 TO PURCHASE AND SUPPLY AGREEMENT

         This Amendment No. 2 to Purchase and Supply  Agreement  ("Amendment No.
2") is entered into by and between Spectrian Corporation, a Delaware corporation
("Spectrian")  and  UltraRF,  Inc.,  a North  Carolina  corporation  ("UltraRF")
formerly  known as Zoltar  Acquisition,  Inc. and a  wholly-owned  subsidiary of
Cree, Inc., effective as of March 31, 2002 ("Amendment Effective Date").

                                    Recitals

A.  Spectrian  and UltraRF  previously  have  entered into a Purchase and Supply
Agreement  dated December 29, 2000 and with an effective date of January 1, 2001
(the  "Supply  Agreement"),  which was amended by the  Amendment of Purchase and
Supply  Agreement  dated October 19, 2001  ("Amendment No. 1"). (As used herein,
"Agreement" refers to the Supply Agreement, as amended by Amendment No. 1 and by
this Amendment No. 2.)

B. Under the Supply  Agreement and Amendment No. 1, UltraRF  agreed to supply to
Spectrian  certain  electronic  components,  and Spectrian  agreed to purchase a
number of those  components  equal to a  minimum  price  within a  defined  time
period.

C. The parties wish to, among other things, adjust the minimum purchase amounts,
to extend the term of the Agreement,  to revise which products will be delivered
under existing  purchase  orders,  and to modify and clarify certain  provisions
regarding future deliveries and adjustments in the minimum purchase commitments,
on the terms and conditions of this Amendment No. 2.

                                    Agreement

         In  consideration  for the mutual  covenants set forth herein,  and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1. Term of Agreement.  Section 1.1 of the Supply  Agreement is amended to extend
the term by replacing Section 1.1 in its entirety with the following:

                  Section  1.1 Term.  The term of this  Agreement  commences  on
         January 1, 2001 (the "Effective  Date") and ends at the conclusion of a
         thirty (30) month period  following the Effective  Date,  which is June
         30, 2003 (the "Term").

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                                              Confidential  Treatment  Requested

2. Minimum Commitments.

         (a)  Section 1.2 of the Supply  Agreement,  as modified by Section 1 of
Amendment No. 1, is amended by revising the table of Minimum Commitments to read
as follows:

              Calendar Quarter Ending             Minimum Commitment
         --------------------------------       ----------------------

         March 31, 2001 (Q1'01)                      $  6,800,000
         June 30, 2001 (Q2'01)                       $  7,500,000
         September 30, 2001 (Q3'01)                  $  8,300,000
         December 31, 2001 (Q4'01)                   $  7,500,000
         March 31, 2002 (Q1'02)                      $  3,400,000
         June 30, 2002 (Q2'02)                       $  5,000,000
         September 30, 2002 (Q3'02)                  $  5,000,000
         December 31, 2002 (Q4'02)                   $  5,000,000
         March 31, 2003 (Q1'03)                      $  5,000,000
         June 30, 2003 (Q2'03)                       $  1,250,000

         (b) UltraRF  acknowledges  that  Spectrian  has  satisfied  the Minimum
Commitment for each of the five calendar quarters from the Effective Date of the
Supply Agreement through March 31, 2002.

         (c) For each of the calendar quarters  beginning on or after October 1,
2002,  if the  aggregate  purchase  price for  Components  delivered in any such
calendar  quarter  exceeds  the  Minimum  Commitment,  then up to $[***] of such
excess will be carried forward and used to reduce the Minimum Commitment for the
immediately  succeeding  calendar  quarter.   Notwithstanding  anything  in  the
Agreement to the contrary,  including,  without  limitation,  the  provisions of
Sections  1.2, 2.2 and 3.1 of the Supply  Agreement,  and Section 2 of Amendment
No. 1, unless otherwise agreed to in writing by the parties,  during each of the
calendar  quarters  ending June 30,  2002,  September  30, 2002 and December 31,
2002,  UltraRF  will not and is not  obligated to ship  Components  to Spectrian
having  an  aggregate   purchase  price  that  exceeds  the  respective  Minimum
Commitment  amount referred to above in Section 2(a) of this Amendment No. 2 for
such calendar quarters.

3. Certain Defined Terms.

         (a) For  purposes of this  Agreement,  "New  Components"  are  discrete
Components  that  incorporate  devices  based on UltraRF's  LDMOS 8 or LDMOS 8.5
process technology.

         (b) For purposes of this  Agreement,  "Older  Components"  are discrete
Components  that  incorporate   devices  based  on  UltraRF's  LDMOS  7  process
technology, or on its bi-polar process technology.

         (c) For  purposes of this  Agreement,  "Development  Period"  means the
nine-month  period referred to in Section 1.4(a) of the Supply Agreement as such
period may be modified or extended by the terms of this Amendment No. 2.

4. Revisions to Existing Firm Orders for Delivery in Q1 2002.

         (a) Section 5, Section 6 and Section 7 of  Amendment  No. 1 are deleted
in their  entirety.  To the extent any credit  would have been earned by UltraRF
from  Spectrian  pursuant  to  Section 7 of  Amendment  No.  1,  that  credit is
considered cancelled.

[***]  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.

                                      -2-
<PAGE>
                                              Confidential  Treatment  Requested

         (b)  Spectrian  previously  delivered  to UltraRF and UltraRF  accepted
(pursuant  to  Sections  2.2 and 2.4 of the Supply  Agreement)  Firm  Orders for
Components to be delivered during Q1 2002 having an aggregate  purchase price of
approximately  $7,500,000  (inclusive of the $[***] of Components referred to in
Section 3 of  Amendment  No. 1). Those  orders were for New  Components  with an
aggregate  purchase  price of $[***]  and  Older  Components  with an  aggregate
purchase price of $[***].

         (c)  In  Q1  2002,  UltraRF  delivered  and  Spectrian  accepted  Older
Components  pursuant to the Firm Orders described in paragraph (b) above with an
aggregate purchase price of approximately $3,400,000.  All remaining portions of
the Firm Orders for Components for delivery in Q1 2002 are cancelled and neither
party has any further obligation therefor with respect to products not delivered
prior to the execution date of this Amendment No. 2.

5. Revisions to Existing Firm Orders for Delivery in Q2 2002.

         (a)  Spectrian  previously  delivered  to UltraRF and UltraRF  accepted
(pursuant  to  Sections  2.2 and 2.4 of the Supply  Agreement)  Firm  Orders for
Components to be delivered during Q2 2002 having an aggregate  purchase price of
$[***]. Those orders were for New Components with an aggregate purchase price of
$[***] and Older Components with an aggregate purchase price of $[***]. All such
Firm Orders are cancelled and neither party has any further obligation therefor.

         (b) Within five business days after the execution of this Amendment No.
2  Spectrian  will  deliver,  and  UltraRF  will  accept,  new Firm  Orders  for
Components to be delivered during Q2 2002 for which the aggregate purchase price
will be $[***],  based on the  Component  prices  separately  agreed upon by the
parties,  in accordance  with the following,  subject to adjustment  pursuant to
Section 8 below:(i)  New  Components  will  represent no more than $[***] of the
$[***] total  aggregate  purchase  price,  of which 30 Watt New Components  will
represent at least $[***] of the total aggregate  purchase price, and (ii) Older
Components will represent at least $[***] of the $[***] total aggregate purchase
price,  of  which  approximately  $[***]  will  be for  LDMOS 7  Components  and
approximately $[***] will be for bi-polar Components(with the exact mix of those
Older Components as agreed upon by the parties).

6. Qualification of Drop-in Compatible Parts.

         (a)  Section  8 and  Section  9 of  Amendment  1 are  deleted  in their
entirety.

         (b) UltraRF shall use all  commercially  reasonable  efforts to produce
and fully  qualify  (i.e.,  successfully  passing the 1000 hour burn-in test) by
June 30, 2002,  and to deliver to  Spectrian by June 30, 2002 in the  quantities
ordered pursuant to Section 5 above, New Components that are Drop-in  Compatible
Parts (as defined below). Each party shall provide timely access to each other's
personnel  and  relevant  technical  information  and  equipment as necessary or
helpful  to  produce  and  fully  qualify  Drop-in  Compatible  Parts  and shall
cooperate  in good faith to produce and fully  qualify New  Components  that are
Drop-in  Compatible  Parts  by June  30,  2002.  UltraRF's  sole  liability  and
Spectrian's  sole  remedy  for delay or failure in  delivery  of New  Components
ordered for delivery in Q2 2002 is the reduction of the Minimum  Commitments set
forth in Section 8 below.

         (c) (i) For purposes of this Agreement,  a Component will be considered
to be a "Drop-in  Compatible Part" and will be deemed to meet the  "Competitive"
requirements within the meaning of Section 1.4(a) of the Supply Agreement (other
than  subparagraphs  (iii),  (iv) and (v)  thereof)  if it can be placed  into a
Spectrian product and meets all of the following requirements:  (A) it must have
comparable  yield (equal to or greater) and  consistency  required by the system
which would be achieved using the other  vendor's  Locked-in  Component,  (B) it
must  have  mechanically  compatible  packages  and  (C)  it  meets  performance
requirements as specified in the Spectrian  Source Control  Document  ("SCD") in
the  application  circuit,  as designed using the Locked In Components (it being
understood that the SCD must reflect the system and application requirements and
be met by the Locked-in Component). Should it be necessary,  Spectrian agrees to
allow limited circuit  changes to the application  circuit to achieve the system
and application  performance  relative to the above requirements.  These limited
changes may include changes to the printed circuit  pattern,  re-positioning  of
components and transistors  and/or changes of component  values,  provided those
changes

[***]  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.

                                       -3-
<PAGE>
                                              Confidential  Treatment  Requested

conform to currently employed design practices.  These limited changes shall not
include:  (x) changes to the printed  circuit board substrate  material  (either
manufacturer  or   specification)  or  (y)  changes  to  the  absolute  external
dimensions  of the product  subassembly.  The SCD must be  delivered  to UltraRF
within a two-week  period  after  Spectrian  provides  UltraRF  with the lock-in
notice and may change after that date without extending the Development  Period.
However, if Spectrian makes significant changes to the SCD during the last three
months of the Development  Period, then the Development Period shall be extended
by a period of up to three months from the effective date of the change to allow
for adaptation to accommodate the significant change.  UltraRF acknowledges that
Spectrian will be deemed to have timely  delivered the SCD to UltraRF within the
required two weeks after the lock-in date for Locked In Components [***], [***],
[***] and [***]  (which are listed in Section  7(a)),  if such SCD is  delivered
within  five days after the date that this  Amendment  No. 2 is signed.  For all
other Locked In Components  listed in Sections 7(a) and 7(b),  Spectrian will be
deemed to have timely delivered the SCD to UltraRF within the required two weeks
after the  lock-in  date,  if such SCD is  delivered  within 15 days  after this
Amendment No. 2 is signed.

                  (ii) In the event that the parties,  acting in good faith, are
unable to agree on whether a  Component  supplied  by  UltraRF  meets all of the
criteria in Section  6(c)(i),  then the  Component  will be  considered  a "Drop
Compatible Part" only if it meets the "Competitive"  requirements established in
accordance with Section 1.4(a) of the Supply Agreement.

                  (iii) The  parties  shall  cooperate  in good  faith to timely
determine  whether an UltraRF device  qualifies as a "Drop-in  Compatible  Part"
hereunder.

         (d) A "Replacement Part" is either (i) a Locked In Component identified
in Section 7(b) of this  Amendment No. 2 that is not available from UltraRF as a
Drop In  Compatible  Part at any time after the  expiration  of the  Development
Periods  set  forth  in  Section  7  below,  or (ii) a Drop In  Compatible  Part
available  from a third  party to  replace a  Component  that  UltraRF  had been
delivering  regularly (whether a New Component or an Older Component),  but that
it no longer delivers or that is no longer a Drop in Compatible Part (other than
End of Life Components covered under Section 1.5 of the Supply Agreement,  which
continue to be subject to that Section 1.5),  provided that Spectrian  furnishes
written notice to UltraRF of the lack of compatibility  and UltraRF has a 30 day
period  thereafter  to cure or, if the SCD should change as described in Section
6(c), the  Development  Period shall be extended for the period therein  stated.
The Minimum  Commitment will be reduced by the aggregate  invoice purchase price
of all like Replacement Parts ordered by Spectrian for delivery in that quarter,
with the reduction  effective in the quarter that Spectrian  accepts delivery of
the  Replacement  Parts from the vendor,  provided that the reduction  shall not
exceed Spectrian's internally forecasted demand as approved by Spectrian's Board
of Directors or senior management, a copy of which shall be furnished to UltraRF
upon  request.  If UltraRF  later  makes  available  a fully  qualified  Drop-in
Compatible Part to replace the Replacement Part, then Spectrian will order those
Components from UltraRF,  for delivery after (x) a reasonable  design-in time in
the case of Locked In Components  (taking into account the type of Component and
customary  industry  design-in  standards)  plus  (y) a  reasonable  lead  time;
provided  that  if the  lead  time is  greater  than  UltraRF's  lead  time  and
cancellation  or  rescheduling  of the order  would  require  payment  of a fee,
UltraRF  may (at its  option)  pay that fee and  deliver  Components  under this
Agreement beginning as soon as the end of the design-in time.

         (e)  Locked In  Components  identified  in  Section  7(a) below are not
eligible to become Replacement Parts under this Section 6.

[***]  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.

                                       -4-
<PAGE>
                                              Confidential  Treatment  Requested

7. Identification of Locked In Components.

         (a) For all purposes under this  Agreement  except Section 6(d) of this
Amendment  No. 2, the  parties  acknowledge  that,  to the extent the  following
Components are based on the Motorola  equivalent  process to UltraRF's LDMOS 8.0
or 8.5 process, the following parts are Locked In Components as of July 1, 2001,
with a Development Period ending on April 1, 2002:

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

         (b) For all purposes under this Agreement, the parties acknowledge that
following  parts are Locked In Components,  with a Notice or Lock In Date and an
expected end of Development Period set forth below:

    Part          Notice or Lock In Date     Expected End of Development Period
-------------    ------------------------   ------------------------------------

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

         (c)  Notwithstanding  Section  1.4 of the Supply  Agreement,  after the
Amendment  Effective  Date a component  will be considered a Locked In Component
pursuant to Section 1.4(b) of the Supply  Agreement:  (i) if production parts of
such  component are  commercially  available,  then upon written notice given by
Spectrian  to  UltraRF  identifying  the  particular  component,  provided  that
Spectrian provides UltraRF  substantially  complete Source Control Documents for
such component within two weeks thereafter, and (ii) if production parts of such
component  are not  commercially  available,  then when  Spectrian  has provided
UltraRF a substantially complete Source Control Document for such component.

8.  Effect on Firm  Orders in Q2 2002 of  Failure  to Produce  and  Qualify  New
Components  Drop-in  Compatible  Parts.  If UltraRF  does not  deliver the fully
qualified New Component  Drop-in  Compatible Parts (including  either or both of
the 30 Watt versions and 45 Watt versions) on or before June 30, 2002,  then the
Firm Orders for Q2 2002 will be modified as follows:

         (a) If by June  30,  2002  UltraRF  delivers  30 Watt  versions  of New
Component  Drop-in  Compatible  Parts but not 45 Watt  versions of New Component
Drop-in  Compatible Parts, then Spectrian's  orders for delivery in Q2 2002 will
be amended by  canceling  the orders for the 45 Watt  versions  and by adding an
additional  amount of 30 Watt versions of New Components (but only to the extent
UltraRF is capable of supplying such  Components) and Older  Components based on
the  LDMOS 7  process  such  that the  aggregate  purchase  price of  Components
delivered in Q2 2002 will be $[***],  or Spectrian may alternatively pay UltraRF
cash in an amount equal to the Shortfall  Surcharge as defined in Section 1.2 of
the Supply Agreement.  In other words,  assuming the foregoing mix is delivered,
the  Minimum  Commitment  for Q2 2002 will be  reduced  to $[***]  and the total
Minimum Commitments will be reduced by $[***].

[***]  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.

                                      -5-
<PAGE>
                                              Confidential  Treatment  Requested

         (b) If by June 30, 2002  UltraRF  does not  deliver  any New  Component
Drop-in  Compatible Parts, then Spectrian's  orders for delivery in Q2 2002 will
be amended by  canceling  the  orders  for the New  Components  and by adding an
additional  amount for Older  Components  based on the LDMOS 7 process such that
the aggregate purchase price of Components  delivered in Q2 2002 will be $[***],
or  Spectrian  may  alternatively  pay  UltraRF  cash in an amount  equal to the
Shortfall Surcharge as defined in Section 1.2 of the Supply Agreement.  In other
words,  assuming the foregoing mix is delivered,  the Minimum  Commitment for Q2
2002 will be reduced to $[***] and the total Minimum Commitments will be reduced
by $[***].

         (c) Spectrian is not required to purchase  additional  components  from
another  vendor to obtain a  reduction  in the  Minimum  Commitment  under  this
Section 8.

9.  Effect on Firm  Orders in Q3 2002 and  Thereafter  of Failure to Produce and
Qualify New Component Drop-in Compatible Parts.

         (a) If UltraRF  does not  deliver  any fully  qualified  New  Component
Drop-in  Compatible  Parts on or  before  June 30,  2002,  then for  orders  for
delivery in Q3 2002 and  thereafter,  the Minimum  Commitment will be reduced by
$[***] for each calendar month thereafter in which fully qualified New Component
Drop-in  Compatible  Parts are not  delivered  on or before the last day of that
month.  Reductions in the Minimum  Commitment  under this paragraph may be up to
$[***] per quarter,  up to a maximum of the total  Minimum  Commitment  for that
quarter.

         (b) If UltraRF does not deliver fully qualified 45 Watt versions of New
Component  Drop-in  Compatible Parts on or before June 30, 2002, then for orders
for delivery in Q3 2002 and thereafter,  Spectrian will accept delivery of fully
qualified 30 Watt versions of New Component  Drop-in  Compatible Parts up to the
greater of (i) $[***] or (ii) the purchase  order amount of 30 Watt  versions in
each calendar month thereafter that the 45 Watt versions are not available.  The
Minimum  Commitment will be reduced by $[***] less the amount of delivered fully
qualified  30 Watt  versions  for each month in which  fully  qualified  45 Watt
versions of New  Component  Drop-in  Compatible  Parts are not  delivered  on or
before the last day of the month. Reductions in the Minimum Commitment may be up
to $[***] per quarter,  up to a maximum of the total Minimum Commitment for that
quarter.  Spectrian  is not  required  to  order  any 30  Watt  versions  of New
Components for delivery after  September 30, 2002, or to accept  delivery of any
30 Watt versions after that date if the 45 Watt versions remain unavailable.

         (c) Spectrian is not required to purchase  additional  components  from
another  vendor to obtain a  reduction  in the  Minimum  Commitment  under  this
Section 9.

10. Payment Terms.  Section 1.8 of the Supply  Agreement is deleted and replaced
in its entirety with the following:

                  Section  1.8   Payment.   Spectrian   shall  pay  UltraRF  the
         applicable  price for the  Components  that UltraRF  ships to Spectrian
         hereunder  within  [**] days  after the date of the  invoice  for those
         Components.  Payments  due to UltraRF  must be made in U.S.  Dollars by
         Spectrian  by wire  transfer  to an  account  designated  in writing by
         UltraRF from time to time.  All amounts not paid when due bear interest
         at the rate of one  percent  per month (or such  other  percentage,  if
         lower,  as  shall  not  exceed  the  maximum  rate  permitted  by law),
         commencing  immediately  upon the due date  (i.e.,  the date  [**] days
         after the invoice date).  Spectrian shall be responsible for reasonable
         attorneys' fees and other  reasonable  expenses  incurred by UltraRF in
         connection   with  the  collection  of  any  amounts  due  and  payable
         hereunder.

11. Cancellation.  All Firm Orders canceled pursuant to this Amendment No. 2 are
considered  canceled  pursuant  to  Section  2.2 of  the  Supply  Agreement.  No
penalties,  restocking  fees,  or any other fees that  otherwise  might apply to
cancellation,  rescheduling,  failure to  accept,  or failure to submit an order
apply to those cancellations.

[***]  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.

                                       -6-
<PAGE>
                                              Confidential  Treatment  Requested

12. Entire Agreement.  The Supply Agreement,  as modified by, and together with,
Amendment No. 1 and this  Amendment No. 2, is the entire  agreement  between the
parties with respect to the subject  matter,  and  references to  "Agreement" in
this  Amendment  No.  2, and in  Amendment  No. 1 or the  Supply  Agreement  are
references to the Supply Agreement, as modified by, and together with, Amendment
No. 1 and this Amendment No. 2.

13. Supply Agreement Remains in Effect. Except as otherwise specified, all terms
used  in this  Amendment  have  the  same  meaning  as  such  terms  have in the
Agreement.  Except as specifically set forth in this Amendment, the relationship
between the parties with respect to the subject matter of the Supply  Agreement,
and the  rights and  obligations  of the  parties  thereunder,  continues  to be
governed by the terms of the Supply  Agreement  (as amended by Amendment No. 1),
the  provisions  of which  remain in full force and effect,  including,  without
limitation,  Spectrian's  rights and obligations under Section 1.2 of the Supply
Agreement  with respect to the  Shortfall  Shortage.  In the event of a conflict
between the terms of the Supply  Agreement  (as amended by Amendment  No. 1) and
the terms of this Amendment, the terms of this Amendment control.


                            (signature page follows)



                                       -7-
<PAGE>

                                                Confidential Treatment Requested

      (signature page to Amendment No. 2 to Purchase and Supply Agreement)


Accepted and Agreed:

Spectrian Corporation                               UltraRF, Inc.


By: /s/ Michael D. Angel                          By: /s/ M. Todd Tucker
    -------------------------------------------       --------------------------
    Michael Angel, Executive Vice President and       M. Todd Tucker, President
    Chief Financial Officer

Date:  April 5, 2002                              Date:  April 5, 2002
       ----------------------------------------         ------------------------

                                      -8-