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SILICON VALLEY BANK

                                    SCHEDULE TO

                            LOAN AND SECURITY AGREEMENT


BORROWER:      CONDUCTUS, INC.
ADDRESS:       969 W. MAUDE AVENUE
               SUNNYVALE, CALIFORNIA 94086

DATE:          APRIL 23, 1998

This Schedule forms an integral part of the Loan and Security Agreement between
Silicon Valley Bank and the above-borrower of even date.


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1.  CREDIT LIMIT

(Section 1.1):             I.  REVOLVING FACILITY.

                           An amount (collectively referred to herein as the
                           "Accounts Loans") not to exceed the lesser of:  (i)
                           $2,000,000 at any one time outstanding (the "Maximum
                           Credit Limit"); or (ii) 80% of the amount of
                           Borrower's Eligible Receivables (as defined in
                           Section 8 above).

                           PLUS

                           II.  BRIDGE FACILITY.

                           An amount (collectively referred to herein as the
                           "Bridge Loans") not exceed $2,000,000.

                           PLUS

                           III.  EXISTING TERM NOTES.

                           Amounts currently outstanding under the following
                           promissory notes executed by Borrower, as maker,
                           with Silicon, as payee (collectively referred to
                           herein as the "Term Notes"):  (A) Promissory Note
                           dated August 15, 1994 in the original principal
                           amount of $1,500,000, as amended from time to time;
                           (B) Promissory Note dated March 1, 1996 in the
                           original principal amount of $1,000,000, as amended
                           from time to time; and (C) Promissory Note dated
                           December 26, 1996 in the original principal amount
                           of $1,000,000, as amended from time to time.

LETTER OF CREDIT SUBLIMIT
(Section 1.5):             $500,000

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          SILICON VALLEY BANK           SCHEDULE TO LOAN AND SECURITY AGREEMENT
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2.  INTEREST

     INTEREST RATE (Section 1.2):

                           With rate equal to the "Prime Rate" in effect from
                           time to time, plus 2.00% per annum.  Interest shall
                           be calculated on the basis of a 360-day year for the
                           actual number of days elapsed.  "Prime Rate" means
                           the rate announced from time to time by Silicon as
                           its "prime rate;" it is a base rate upon which other
                           rates charged by Silicon are based, and it is not
                           necessarily the best rate available at Silicon.  The
                           interest rate applicable to the Obligations shall
                           change on each date there is a change in the Prime
                           Rate. Each of the Term Notes is amended to reflect
                           the above interest rate.

     MINIMUM MONTHLY
     INTEREST (Section 1.2): N/A.

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3.  FEES (Section 1.4):

     Loan Fee:             $25,000, which has been already been paid by the
                           Borrower.  (Any Commitment Fee previously paid by
                           the Borrower in connection with this loan shall be
                           credited against this Fee.)

     Collateral Monitoring
     Fee:                  $750, per month, payable in arrears (prorated for
                           any partial month at the beginning and at
                           termination of this Agreement).

     Unused Line Fee:      In the event, in any calendar month (or portion
                           thereof at the beginning and end of the term
                           hereof), the average daily principal balance of the
                           Accounts Loans outstanding during the month is less
                           than $2,000,000, Borrower shall pay Silicon an
                           unused line fee in an amount equal to 0.25% per
                           annum on the difference between $2,000,000 and the
                           average daily principal balance of the Loans
                           outstanding during the month, which unused line fee
                           shall be computed and paid monthly, in arrears, on
                           the first day of the following month.

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4.   MATURITY DATE
     (Section 6.1):        WITH RESPECT TO THE ACCOUNTS LOANS REVOLVING
                           FACILITY:  the date that is one day prior to first
                           anniversary of the date of this Agreement, subject
                           to automatic renewal as provided in Section 6.1
                           above, and early termination as provided in Section
                           6.2 above.

                           WITH RESPECT TO THE BRIDGE LOANS FACILITY:  The
                           earlier of 120 days from the date hereof OR the date
                           of the consummation of the equity financing
                           transaction of the Borrower.

                           WITH RESPECT TO THE TERM NOTES:  the later of
                           maturity dates set forth in each of the Term Notes
                           OR the date of the consummation of the equity
                           financing transaction of the Borrower, PROVIDED,
                           HOWEVER, that if the


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          SILICON VALLEY BANK           SCHEDULE TO LOAN AND SECURITY AGREEMENT
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                           Borrower chooses to secure the Term Notes with cash
                           deposits at Silicon then the Maturity Date for the
                           Term Notes shall remain as originally set forth
                           therein.  Each of the Term Notes is amended to
                           reflect the above change.

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5.  FINANCIAL COVENANTS
     (Section 5.1):        Borrower shall comply with all of the following
                           covenants.  Compliance shall be determined as of the
                           end of each month:

     MINIMUM TANGIBLE
     NET WORTH:            Borrower shall maintain a Tangible Net Worth of not
                           less than $900,000 plus (A) 50% of the Borrower's
                           positive net income plus (B) 50% of the amount of
                           subordinated debt of the Borrower that is acceptable
                           to Silicon in its discretion and which is incurred
                           on and after December 31, 1998 plus (C) 50% of the
                           amount of net proceeds the Borrower receives from
                           equity financing transactions consummated on and
                           after December 31, 1998.

     DEFINITIONS.          For purposes of the foregoing financial covenants,
                           the following terms shall have the following
                           meanings:

                           "Current assets", "current liabilities" and
                           "liabilities" shall have the meanings ascribed to
                           them by generally accepted accounting principles.

                           "Tangible Net Worth" shall mean the excess of total
                           assets over total liabilities, determined in
                           accordance with generally accepted accounting
                           principles, with the following adjustments:

                              (A) there shall be excluded from assets:  (i)
                              notes, accounts receivable and other obligations
                              owing to the Borrower from its officers or other
                              Affiliates, and (ii) all assets which would be
                              classified as intangible assets under generally
                              accepted accounting principles, including without
                              limitation goodwill, licenses, patents,
                              trademarks, trade names, copyrights, capitalized
                              software and organizational costs, licenses and
                              franchises

                              (B) there shall be excluded from liabilities:  all
                              indebtedness which is subordinated to the
                              Obligations under a subordination agreement in
                              form specified by Silicon or by language in the
                              instrument evidencing the indebtedness which is
                              acceptable to Silicon in its discretion.

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6.  REPORTING.
   (Section 5.3):

                           Borrower shall provide Silicon with the following:

                           1.  Monthly Receivable agings, aged by invoice date,
                               within 15 days after the end of each month.


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          SILICON VALLEY BANK           SCHEDULE TO LOAN AND SECURITY AGREEMENT
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                           2.  Monthly accounts payable agings, aged by invoice
                               date, and outstanding or held check registers,
                               if any, within 15 days after the end of each
                               month.

                           3.  Monthly reconciliations of Receivable agings
                               (aged by invoice date), transaction reports, and
                               general ledger, within 15 days after the end of
                               each month, or sooner, if available prior to
                               such 15 day period.

                           4.  Monthly list of a government contracts within 15
                               days after the end of each month.

                           5.  Monthly unaudited financial statements, as soon
                               as available, and in any event within thirty
                               days after the end of each month.

                           6.  Monthly Compliance Certificates, within thirty
                               days after the end of each month, in such form
                               as Silicon shall reasonably specify, signed by
                               the Chief Financial Officer of Borrower,
                               certifying that as of the end of such month
                               Borrower was in full compliance with all of the
                               terms and conditions of this Agreement, and
                               setting forth calculations showing compliance
                               with the financial covenants set forth in this
                               Agreement and such other information as Silicon
                               shall reasonably request, including, without
                               limitation, a statement that at the end of such
                               month there were no held checks.

                           7.  Quarterly unaudited financial statements, as
                               soon as available, and in any event within
                               forty-five days after the end of each fiscal
                               quarter of Borrower.

                           8.  Annual operating budgets (including income
                               statements, balance sheets and cash flow
                               statements, by month) for the upcoming fiscal
                               year of Borrower within thirty days prior to the
                               end of each fiscal year of Borrower.

                           9.  Annual financial statements, as soon as
                               available, and in any event within 120 days
                               following the end of Borrower's fiscal year,
                               certified by independent certified public
                               accountants acceptable to Silicon.

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7.  COMPENSATION
     (Section 5.5):        N/A.

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8.  BORROWER INFORMATION:

     PRIOR NAMES OF
     BORROWER
     (Section 3.2):            See Representations and Warranties dated April
                               14, 1998.

     PRIOR TRADE
     NAMES OF BORROWER
     (Section 3.2):            See Representations and Warranties dated April
                               14, 1998.

     EXISTING TRADE
     NAMES OF BORROWER
     (Section 3.2):            See Representations and Warranties dated April
                               14, 1998.

     OTHER LOCATIONS AND
     ADDRESSES (Section 3.3):  See Representations and Warranties dated April
                               14, 1998.

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         SILICON VALLEY BANK            SCHEDULE TO LOAN AND SECURITY AGREEMENT
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     MATERIAL ADVERSE
     LITIGATION (Section 3.10):         None

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9.  OTHER COVENANTS
     (Section 5.1):        Borrower shall at all times comply with all of the
                           following additional covenants:

                           (1)  BANKING RELATIONSHIP.  Borrower shall at all
                                times maintain its primary banking relationship
                                with Silicon.

                           (2)  CONTINUATION OF PRIOR AGREEMENTS (EXCEPT FOR
                                PRIOR REVOLVING LINE).  Notwithstanding the
                                execution of this Agreement, all of the other
                                documents and agreements in place between the
                                Borrower and Silicon (other than the revolving
                                facility of $500,000 (the "Prior Revolving
                                Line") set forth in the Business Loan Agreement
                                dated August 15, 1994 between the Borrower and
                                Silicon) shall continue in full force and
                                effect:  All standard documents of Silicon
                                entered into by the Borrower in connection with
                                Letters of Credit and/or Foreign Exchange
                                Contracts; all security agreements (including
                                but not limited to the Assignment of Deposit
                                Account which shall secure all Obligations),
                                collateral assignments and mortgages, including
                                but not limited to those relating to patents,
                                trademarks, copyrights and other intellectual
                                property; all lockbox agreements and/or blocked
                                account agreements; and all UCC-1 financing
                                statements and other documents filed with
                                governmental offices which perfect liens or
                                security interests in favor of Silicon.  In
                                addition, in the event the Borrower has
                                previously issued any stock options, stock
                                purchase warrants or securities to Silicon, the
                                same and all documents and agreements relating
                                thereto shall also continue in full force and
                                effect.  The Prior Revolving Line shall be
                                deemed terminated and of no further force upon
                                the effectiveness of this Agreement and the
                                beginning balance of the Accounts Loans
                                hereunder shall be the balance under the Prior
                                Revolving Line plus any new Accounts Loans made
                                hereunder.

                           (3)  MODIFICATION OF TERM NOTES.  The Term Notes
                                have been modified by the interest rate and
                                maturity date provisions of this Schedule to
                                Loan Agreement.

                           (4)  CONDITIONS.  Prior to the effectiveness of this
                                Agreement the following represent conditions
                                precedent thereto:  All conditions set forth in
                                Section B of the letter dated March 30, 1998
                                from Silicon Valley Bank to the Borrower shall
                                be satisfied or waived by Silicon in its sole
                                discretion in writing.

                           (5)  ISSUANCE OF WARRANTS.  The Borrower shall
                                provide Silicon with five year warrants to
                                purchase15,000 shares of common stock of the
                                Borrower at an initial exercise price of $3.625
                                per share on the terms and conditions set forth
                                in the Warrant to Purchase Stock, Anti-Dilution
                                Agreement and Registration Right Agreement
                                being executed concurrently with this
                                Agreement, which shall in such form and contain
                                such provisions as are satisfactory to Silicon
                                in its discretion.  Further, Borrower shall
                                issue to Silicon additional


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          SILICON VALLEY BANK           SCHEDULE TO LOAN AND SECURITY AGREEMENT
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                                warrants at such initial exercise for 10,000
                                additional shares of common stock of the
                                Borrower if the Bridge Loans facility is
                                utilized and remains in place on and after May
                                31, 1998.  Finally, Borrower shall issue to
                                Silicon additional warrants at such initial
                                exercise for 25,000 additional shares of common
                                stock of the Borrower if the Bridge Loans
                                facility is utilized and remains in place on
                                and after June 30, 1998.

                           (6)  INTELLECTUAL PROPERTY SECURITY AGREEMENTS.  The
                                Borrower shall execute and deliver to Silicon
                                security agreements regarding its copyrights,
                                trademarks and patent intellectual property,
                                which shall in form satisfactory to Silicon in
                                its discretion, and Borrower shall undertake
                                all actions that Silicon determines are
                                necessary or desirable in order to permit
                                Silicon to establish and perfect its security
                                interest therein.

 Borrower:                               Silicon:

    CONDUCTUS, INC.                      SILICON VALLEY BANK



    By                                  By
      ---------------------------         ----------------------------------
      President or Vice President       Title
                                             -------------------------------


    By
      ----------------------------
      Secretary or Ass't Secretary


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SILICON VALLEY BANK

CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE

BORROWER:      CONDUCTUS, INC.,
               A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE

DATE:          APRIL 23, 1998

I, the undersigned, Secretary or Assistant Secretary of the above-named
borrower, a corporation organized under the laws of the state set forth above,
do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.

     RESOLVED, that this corporation borrow from Silicon Valley Bank
     ("Silicon"), from time to time, such sum or sums of money as, in the
     judgment of the officer or officers hereinafter authorized hereby, this
     corporation may require.

     RESOLVED FURTHER, that any officer of this corporation be, and he or she is
     hereby authorized, directed and empowered, in the name of this corporation,
     to execute and deliver to Silicon, and Silicon is requested to accept, the
     loan agreements, security agreements, notes, financing statements, and
     other documents and instruments providing for such loans and evidencing
     and/or securing such loans, with interest thereon, and said authorized
     officers are authorized from time to time to execute renewals, extensions
     and/or amendments of said loan agreements, security agreements, and other
     documents and instruments.

     RESOLVED FURTHER, that said authorized officers be and they are hereby
     authorized, directed and empowered, as security for any and all
     indebtedness of this corporation to Silicon, whether arising pursuant to
     this resolution or otherwise, to grant, transfer, pledge, mortgage, assign,
     or otherwise hypothecate to Silicon, or deed in trust for its benefit, any
     property of any and every kind, belonging to this corporation, including,
     but not limited to, any and all real property, accounts, inventory,
     equipment, general intangibles, instruments, documents, chattel paper,
     notes, money, deposit accounts, furniture, fixtures, goods, and other
     property of every kind, and to execute and deliver to Silicon any and all
     grants, transfers, trust receipts, loan or credit agreements, pledge
     agreements, mortgages, deeds of trust, financing statements, security
     agreements and other hypothecation agreements, which said instruments and
     the note or notes and other instruments referred to in the preceding
     paragraph may contain such provisions, covenants, recitals and agreements
     as Silicon may require and said authorized officers may approve, and the
     execution thereof by said authorized officers shall be conclusive evidence
     of such approval.

     RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy
     of these resolutions and a certificate of the Secretary or Ass't Secretary
     of this corporation as to the officers of this corporation and their
     offices and signatures, and continue to conclusively rely on such certified
     copy of these resolutions and said certificate for all past, present and
     future transactions until written notice of any change hereto or thereto is
     given to Silicon by this corporation by certified mail, return receipt
     requested.

     RESOLVED FURTHER, that, in connection with the foregoing loans, this
     corporation shall issue to Silicon five year warrants to purchase up
     to50,000 shares of common stock of this corporation, at $3.625 per share,
     on the terms and provisions of Silicon's standard form Warrant to Purchase
     Stock and related documents, with such changes therein as Silicon and this
     corporation shall agree; any officer of this corporation is hereby
     authorized to execute and deliver such Warrant to Purchase Stock and
     related documents, and all documents and instruments relating thereto, in
     such form and containing such additional provisions as said authorized
     officers may approve, and the execution thereof by said authorized officers
     shall be conclusive evidence of such approval.

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     SILICON VALLEY BANK      CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE
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     The undersigned further hereby certifies that the following persons are the
duly elected and acting officers of the corporation named above as borrower and
that the following are their actual signatures:

<TABLE>
<CAPTION>

NAMES                      OFFICE(S)                   ACTUAL SIGNATURES
-----                      ---------                   -----------------

<S>                        <C>                         <C>
-------------------------  ------------------------    X------------------------
-------------------------  ------------------------    X------------------------
-------------------------  ------------------------    X------------------------
-------------------------  ------------------------    X------------------------

</TABLE>

IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.

                                        ----------------------------------
                                          Secretary or Assistant Secretary

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