EXHIBIT 10.20  WJ COMMUNICATIONS, INC. 401 RIVER OAKS PARKWAY SAN JOSE, CALIFORNIA  95134  February 4, 2002   Mr. Michael R. Farese 5313 Arezzo Way San Jose, California 95138  Re:          Employment Agreement  Dear Mr.Farese:  This letter agreement (this Agreement) sets forth
the terms and conditions of your employment with WJ Communications, Inc. (the
Company), effective as of the earlier of (A) two weeks after you provide
notice of resignation to your current employer, but in no event later than
February 28, 2002, or (B) the effective date of resignation from your current
employer (the Effective Date).  You
acknowledge that if the Effective Date does not occur on or before February 28,
2002, the Company shall have no obligation to employ you and this Agreement
shall terminate. 1.             Employment and Services.  Subject to Board approval of your election
as President and CEO, the Company shall employ you as President and Chief
Executive Officer of the Company, for the period beginning on the Effective
Date and ending upon termination pursuant to paragraph 4 (the Employment
Period).  During the Employment Period,
you shall be located at the Companys principal headquarters and you shall
render such services to the Company and its affiliates and subsidiaries as the
Board of Directors of the Company shall reasonably designate from time to time,
and you shall devote your best efforts and full time and attention to the
business of the Company.  During the
Employment Period, you agree not to sit on any Boards (or comparable bodies)
without the consent of the Board of Directors. 2.             Compensation. a.             Annual
Base Salary.  The Company shall pay
you an annual base salary (Annual Base Salary) of $350,000 during the
Employment Period, subject to annual review in each year of the Employment
Period thereafter by the Compensation Committee of the Board of Directors (the
Compensation Committee) (for any partial year during the Employment Period,
the Annual Base Salary shall be prorated based on the number of days during such
year on which you are employed by the Company).  Your Annual Base Salary may be increased in years following the
first year of employment at the sole discretion of the Compensation Committee
but may not be decreased.  As used
herein, the term Annual Base Salary refers to the Annual Base Salary as so
increased.  Such Annual Base Salary
shall be payable in installments in accordance with the Companys regular
payroll practices. 
   b.             Annual
Bonus.  In addition, subject to the
immediately subsequent paragraph, you will be eligible to receive an annual
bonus to be awarded ninety (90) days after the end of each fiscal year, to be
paid as soon as practicable but not later than one hundred twenty (120) days
after the end of such fiscal year.  In
order to determine the amount of such bonus, the Compensation Committee shall
set your annual bonus target opportunity during the Employment Period at 100%
of your Annual Base Salary and the Company shall determine appropriate business
targets for each fiscal year and your annual bonus shall be based upon the
extent to which the Company attains such targets.  The determination of the appropriate business targets with
respect to each subsequent fiscal year shall take place not later than thirty
(30) days following the receipt by the Board of Directors of the Company from
the Companys senior management of the Companys operating budget with respect
to such fiscal year. c.             Each
calender year the Company shall reimburse you up to $7,500 for your documented
estate planning, supplemental life insurance, club dues and tax planning and
related financial matters. d.             Notwithstanding
anything herein to the contrary, there shall be deducted or withheld from all
amounts payable to you amounts for all federal, state, city or other taxes
required by applicable law to be so withheld or deducted and any other amounts
authorized for deduction by or required by law. 3.             a.             Restricted
Stock.  You will be granted 300,000
shares of restricted common stock at the commencement of the Employment Period
for a purchase price equal to the par value of the common stock of $0.01 per
share.  These shares of restricted stock
will vest over a two-year period from the Effective Date, with 12,500 shares
vesting at the end of each month following the Effective Date; provided that
you must be employed as of any vesting date and if you are terminated for any
reason, all unvested stock will be forfeited and cancelled; and provided
further that upon the earlier to occur of (A) in the event of the termination of
your employment within six (6) months of the occurrence of a Change in Control
(as defined in the Executive Time Vesting Stock Option Agreement) by the
Company other than for Cause (as defined herein), or by you with Good Reason
(as defined below) or (B) your continued active employment by the Company in
good standing for at least six (6) months from the consummation of the Change
in Control, you shall be fully vested in any then unvested restricted stock (it
being understood that there shall not be accelerated vesting of the Restricted
Stock upon any other termination of your employment).  These shares of restricted stock will not be transferable by you
until they are vested.  Unvested shares
will be subject to repurchase by the Company at $0.01 per share upon
termination of your employment for any reason. 
Unless you elect to be taxed upon receipt of the restricted stock (by
filing a special election under Section 83(b) of the Internal Revenue Code of
1986, as amended (the Code), with the Internal Revenue Service within 30
days), you will be taxed (and subject to income tax withholding) on the value
of the restricted stock as the shares vest. 
You should consult with your tax advisor regarding the federal, state and
local income tax consequences of receiving the grant of restricted stock
hereunder.  In connection with this
grant of restricted stock, you represent and warrant as provided for in Annex 1
hereto. b.             Options.  You will be granted a non-qualified stock
option to purchase 2,000,000 shares of Common Stock of the Company, with an
exercise price equal to the fair  2 
   market value of the stock
as of the date of grant.  The option
will have the terms set forth in the attached form of Executive Time Vesting
Stock Option Agreement and have a term of 10 years from the date of grant. 4.             Benefits. a.             Benefits.  During the Employment Period, you shall be
entitled to participate in the Companys fringe benefit plans for its senior
executives, subject to and in accordance with applicable eligibility
requirements, such as executive medical reimbursement, tax preparation, 401(k),
employee stock purchase program, life and disability insurance plans and all
other benefit plans (other than severance and equity-based plans or
arrangements) generally available to the Companys senior executive
officers.  In addition, the Company will
reimburse your reasonable out-of-pocket expenses incurred in connection with
the performance of your duties hereunder, consistent with Company policy.  You shall be entitled to take time off in
accordance with the Companys top management vacation policy. b.             Loan:  Upon the commencement of the Employment
Period, the Company shall provide you with a $90,000 loan on the terms set
forth in the form of recourse promissory note (attached hereto as Annex 2),
which you agree to execute and deliver. 5.             Termination and Severance.  The Employment Period shall terminate on the
first to occur of (i) ninety (90) days following written notice by you to the
Company of your resignation without Good Reason (it being understood that you
will continue to perform your services hereunder during such ninety (90) day
period if requested, but the Company may terminate your services sooner if it
so elects), (ii) thirty (30) days following written notice by you to the
Company of your resignation with Good Reason (it being understood that you will
continue to perform your services hereunder during such thirty (30) day period
provided that the Company does not elect to terminate your employment sooner if
it so elects), (iii) your death or Disability, (iv) a vote of the Board of the
Company directing such termination for Cause, (v) a vote of the Board of the
Company directing such termination without Cause, or (vi) the third (3rd)
anniversary of the Effective Date (the Scheduled Expiration Date); provided,
however, that the Scheduled Expiration Date shall be automatically extended for
successive one-year periods unless, at least ninety (90) days prior to the then-current
Scheduled Expiration Date, either the Company or you shall give written notice
to the other of an intention not to extend the Employment Period.  In the event of termination of the
Employment Period pursuant to clause (ii) or (v) above, the Company shall pay
to you an amount equal to one hundred fifty percent (150%) of your Annual Base
Salary as in effect immediately prior to the termination of the Employment
Period, such amount to be paid within sixty (60) days of the date of such
termination (the Severance Benefit). 
Notwithstanding the preceding sentence, the Severance Benefit shall be
computed as an amount equal to two hundred ninety-nine percent (299%) of your
Annual Base Salary as in effect immediately prior to the termination of the
Employment Period and shall be paid within sixty (60) days of the date of such
termination solely in a circumstance in which there has occurred a Change in
Control (as defined in the Executive Time Vesting Stock Option Agreement)
within three (3) months prior to any termination by you for Good Reason or by
the Company without cause. 
Notwithstanding anything in this Agreement to the contrary, in the event
that payment of the Severance Benefit, either alone or together with other
payments (or the value of other benefits) which you have the right to receive
from the Company in connection with a Change in Control, would not be
deductible (in whole or in part)  3 
   by the Company as a
result of the Severance Benefit or other payments or benefits constituting a
parachute payment within the meaning of Section 280G of the Code, the
Severance Benefit (or, at your election, such other payments and/or benefits,
or a combination of such other payments and/or benefit and/or the Severance
Benefit) shall be reduced to the largest amount as will result in no portion of
the Severance Benefit (or such other payments and/or benefits) not being fully
deductible by the Company as a result of Section 280G of the Code.  The determination of the amount of any such
reduced reduction pursuant to the foregoing provision, and the valuation of any
non-cash benefits for purposes of such determination, shall be made exclusively
by the firm that was acting as the Companys auditors prior to the Change in
Control (whose fees and expenses shall be borne by the Company, and such
determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 5 or
pursuant to the terms of employee benefit plans in which you participate pursuant
to paragraph 4, you shall not be entitled to any compensation or other payment
from the Company in connection with the termination of your employment
hereunder.  In addition to the Severance
Benefit, under circumstances in which the Severance Benefit is payable, you
shall also remain eligible to receive group health insurance benefits under the
Companys benefit plans for one year following the termination of your
employment with the Company so long as such benefit plans permit such continued
participation (or for three years following the termination of your employment
with the Company in the event that the enhanced Severance Benefits are payable
in connection with a Change in Control pursuant to the third sentence of the
first paragraph of this Section 5). For purposes of this Agreement, the following
definitions will apply:  (a) Good Reason
shall mean the occurrence of any of the following without your consent which
shall remain uncured for a period of not less than thirty (30) days following
your delivery of notice of such occurrence to the Company (it being understood
that your failure to deliver such notice in a timely manner shall waive your
rights to allege Good Reason):  (i) the
transfer of your principal place of employment to a geographic location more
than 50 miles from the current location of the Companys principal
headquarters, or (ii) any material breach of this Agreement by the Company
which is not cured or which the Company is not undertaking to cure within
thirty (30) days after the Company has received written notice from you
identifying the breach in reasonable detail; (b) Cause shall mean any of the
following acts or circumstances:  (i)
willful destruction by you of Company property having a material value to the
Company, (ii) fraud, embezzlement, theft, or comparable dishonest activity
committed by you against the Company, (iii) your conviction of or entering a
plea of guilty or nolo contendere to any crime constituting a felony or any
misdemeanor involving fraud, dishonesty or moral turpitude, (iv) your breach,
neglect, refusal, or failure to discharge your duties under this Agreement
(other than due to Disability) or any Company policy or your failure to comply
with the lawful directions of the Board, in any such case that is not cured
within fifteen (15) days after you have received written notice thereof from
the Board of the Company, or (v) a willful and knowing misrepresentation to the
Board of the Company that will have a material adverse effect on the business,
prospects or affairs of the Company or your performance under this Agreement;
and (c) Disability
shall mean that for a period of three (3) consecutive months or an aggregate of
four (4) months in any twelve (12) month period you are incapable of
substantially fulfilling the duties of your positions as set forth in paragraph
1 because of physical, mental or emotional incapacity, injury, sickness or
disease.  With regard to the definition
of Disability in clause (c) above, any question as to  4 
   the existence or extent of the Disability upon which
you and the Company cannot agree shall be determined by a qualified,
independent physician selected by the Company. 
The determination of any such physician shall be final and conclusive
for all purposes; provided, however, that you or your legal representatives
shall have the right to present to such physician such information as to such
Disability as you or they may deem appropriate, including the opinion of your
personal physician. 6.             Confidential Information.  You acknowledge that information obtained by
you while employed by the Company or any affiliate thereof concerning the
business or affairs of (i) the Company, its affiliates and subsidiaries or (ii)
any enterprise which is the subject of an actual or potential transaction
(Potential Transaction),considered, evaluated, reviewed or otherwise, made
known to Fox Paine & Company, LLC, the Company, its affiliates of
subsidiaries, or you (Confidential Information) is the property of the
Company. You shall not, without the prior written consent of the Board of the
Company, disclose to any person or use for your own account any Confidential
Information except (i) in the normal course of performance of your duties hereunder,
(ii) to the extent necessary to comply with applicable laws (provided that you
shall give the Company prompt notice prior to any such disclosure), or (iii) to
the extent that such information becomes generally known to and available for
use by the public other than as a result of your acts or omissions to act.  Upon termination of your employment or at
the request of the Board of the Company at any time, you shall deliver to the
Board all documents containing Confidential Information or relating to the
business or affairs of the Company, its affiliates and subsidiaries that you
may then possess or have under your control. 7.             Non-Solicitation. a.             Non-Solicitation.  As a means reasonably designed to protect
the Companys Confidential Information, you agree that, for a period of twelve
(12) months from the conclusion of the Employment Period, you will not
directly, indirectly or as an agent on behalf of or in conjunction with any
person, firm, partnership, corporation or other entity, (i) hire, solicit,
encourage the resignation of or in any other manner seek to engage or employ
any person who is then, or within the prior three (3) months had been, an
employee of the Company, whether or not for compensation and whether or not as
an officer, consultant, adviser, independent sales representative, independent
contractor or participant, or (ii) contact, solicit, service or otherwise have
any dealings related to the sale, manufacture, distribution, marketing or
provision of products, components, equipment, hardware, other technology or
services (of any sort) in the wireless communications industry or any other
industry or business or prospective industry or business in which the Company
participates or contemplates participating in as of such conclusion, with any
person or entity with whom the Company has a current or known prospective
business relationship or who is or was at any time during his employment with
the Company (including any predecessor or successor entity) a customer, vendor
or client of the Company, or a known prospective customer, vendor or client of
the Company, provided in each case described in this clause (ii) that such
activity by you does or could reasonably be expected to have a material adverse
effect on the relationship between the Company and any such third party. b.             Scope
of Restriction.  If, at the time of
enforcement of this paragraph 6, a court shall hold that the duration, scope or
area restrictions stated herein are unreasonable under  5 
   circumstances then
existing, the parties hereto agree that the maximum duration, scope or area
reasonable under such circumstances shall be substituted for the stated
duration, scope or area. c.             Works
Made For Hire.  You agree that all
intellectual property rights, developments, designs, computer software,
inventions, applications and improvements, including but not limited to trade
names, assumed names, service names, service marks, trademarks, logos, patents,
copyrights, licenses, formulas, trade secrets and technology, whether in
design, methods, processes, formulae, machines or devices and all other
applications (collectively, Inventions), whether made, created, invented,
devised, acquired, succeeded to (whether by devise, estate, testamentary disposition
or otherwise), or developed prior to the date of this Agreement for the Company
by you, other than Inventions made, created, invented, devised or developed by
you (i) on your own personal time, (ii) without the use of the Companys
equipment, supplies, facilities and resources and (iii) which are not related
to the sale, manufacture, distribution, marketing development or provision of
products, components, equipment, hardware, other technology or services (of any
sort) in the wireless communications industry (collectively, Unrelated
Inventions), are works made for hire and shall be the exclusive property of
the Company without separate compensation to you.  You will, at the request and expense of the Company made at any
time, execute and deliver to the Company or its nominee such applications and
instruments as may be desirable and appropriate for obtaining for the Company
or its nominee, patents, copyrights, trademarks, know-how and other
intellectual property protection of the United States and all other countries
for vesting in the Company or its nominee, all of your claim, right, title and
interest in said Inventions and for maintaining, enforcing and funding the
same, and to otherwise vest in or evidence the Companys or its nominees exclusive
ownership of all of the rights referred to herein. In the event that for
whatever reason the results of your past or future work for the Company should
not be deemed to be works made for hire, you agree to assign, and you hereby do
assign, to the Company or its nominee all claim, right, title and interest, in
any country, to each and every of the inventions that is the result of work
done in the course of your past or future employment by the Company, or that
you create or develop, or that you acquire by whatever means that was created
or developed, in whole or in part by using the Companys equipment, supplies,
resources or facilities.  Each and every
such assignment is and shall be in consideration of this Agreement with the
Company, and no further consideration therefor is or shall be provided to you
by the Company.  You hereby waive
enforcement of any moral or legal rights which might limit the Companys rights
to exploit any of the foregoing materials in any manner. d.             Equitable
Relief.  You acknowledge that the
provisions contained in Sections 6 and 7 hereof are reasonable and necessary to
protect the legitimate interests of the Company, that any breach or threatened
breach of such provisions will result in irreparable injury to the Company and
that the remedy at law for such breach or threatened breach would be
inadequate.  Accordingly, in the event
of the breach by you of any of the provisions of Sections 6 and 7 hereof, the
Company, in addition and as a supplement to such other rights and remedies as
may exist in its favor, may apply to any court of law or equity having
jurisdiction to enforce this Agreement, and/or may apply for injunctive relief
against any act than would violate any of the provisions of this Agreement
(without being required to post a bond). 
You further agree that injunctive relief may be sought for any breach or
threatened breach of Section 6 or Section 7 without a showing of irreparable
injury, in order to prevent any such breach or threatened breach.  Such right to obtain injunctive relief may
be exercised, at the option of the Company,  6 
   concurrently with, prior
to, after, or in lieu of, the exercise of any other rights or remedies that the
Company may have as a result of any such breach or threatened breach. 8.             Survival.  Any termination of your employment or of
this Agreement shall have no effect on the continuing operation of paragraph 5,
6, or 7 for the periods specified therein. 9.             Waiver of Claims.  You agree as a condition to your receipt of
any termination or severance benefits pursuant to paragraph 5 hereof, you will
agree, as of the date of such termination, to waive, discharge and release any
and all claims, demands and causes of action, whether known or unknown, against
the Company, its affiliates and subsidiaries, and their respective current and
former directors, officers, employers, attorneys and agents arising out of,
connected with or incidental to your employment or other dealings with the
Company, its affiliates or subsidiaries, which you or anyone acting on your
behalf might otherwise have had or asserted and any claim to any compensation
or benefits from your employment with the Company or its affiliates (other than
employee benefits to be provided pursuant to the terms of paragraph 5 hereof or
of any employee benefit plans as set forth in paragraph 4 hereof).
Notwithstanding anything contained herein to the contrary, no termination or
severance payments shall be made under this Agreement or otherwise until such
time as you have delivered an executed release of claims and any applicable
revocation periods under state or federal law have expired.  The Company agrees, as further consideration
for your waiver, to concurrently execute a waiver of unknown clams against you
on terms and conditions substantially identical to the waiver provided by you
(it being understood that the Company may specifically reserve claims
identified in writing by the Company at the time that such waiver is provided). 10.           Governing Law.  This Agreement and all questions concerning
the construction, validity and interpretation of this Agreement shall be
governed by and determined in accordance with the internal law, and not the law
of conflicts, of the State of California. 11.           Notices.  All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given, if mailed, by registered
or certified mail, return receipt requested, or, if by other means, when
received by the other party at the address set forth herein, or such other
address as may hereafter be furnished to the other party by like notice. Notice
or communication hereunder shall be deemed to have been received on the date
delivered to or received at the premises of the addressee if delivered other
than by mail, and in the case of mail, three days after the depositing of the
same in the United States mail as above stated (or, in the case of registered
or certified mail, by the date noted on the return receipt).  Notices shall be addressed as follows:  If to the Executive:
  
  Mr. Michael R. Farese5313 Arezzo WaySan Jose, CA 9513If to the Company:
  
  WJ Communications, Inc.401 River Oaks ParkwaySan Jose, CA 
  95134Attention: 
  Chairman   7 
    with a copy to:
  
  Fox Paine & Company, LLC950 Tower LaneSuite 1150Foster City, CA 94404Attention: 
  W. Dexter Paine, III  12.           Separability Clause.  Any part, provision, representation or warranty
of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. 13.           Successors and Assigns- Assignment of
Agreement.  This Agreement shall
bind and inure to the benefit of and be enforceable by the parties hereto and
the respective successors and assigns of the parties hereto.  As used in this Agreement, Company
shall mean the Company as hereinbefore defined and any successors to its
businesses and/or assets as aforesaid which assume and agree to perform this
Agreement by operation of law, or otherwise. 
This Agreement is personal to you and without the prior written consent
of the Company shall not be assignable by you otherwise than by will or the
laws of descent and distribution 14.           Waiver.  The failure of any party to insist upon strict performance of a
covenant hereunder or of any obligation hereunder, irrespective of the length
of time for which such failure continues, shall not be a waiver of such partys
right to demand strict compliance in the future. No consent or waiver, express
or implied, to or of any breach or default in the performance of arty
obligation hereunder, shall constitute a consent or waiver to or of any other
breach or default in the performance of the same or any other obligation
hereunder.  No term or provision of tile
Agreement may he waived unless such waiver is in writing and signed by the
party against whom such waiver is sought to be enforced. 15.           Entire Agreement.  This Agreement constitutes the entire
Agreement between the parties hereto with respect to the subject matter
contemplated herein and supersedes all prior agreements, whether written or
oral, between the parties, relating to the subject matter hereof.  This Agreement shall not be modified except
in writing executed by all parties hereto. 16.           Captions.  Titles or captions of paragraphs contained
in this Agreement are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision hereof. 17.           Counterparts.  For the purpose of facilitating proving this
Agreement, and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts. 
Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument. 18.           Arbitration.  Any dispute, controversy or claim arising under
or in connection with this Agreement, or the alleged breach hereof, shall be
settled exclusively by private and confidential arbitration conducted by the
American Arbitration Association in accordance with the Rules of the Commercial
Panel of the American Arbitration Association then in effect (and not the
Employment Dispute Resolution Rules). 
Judgment upon the award rendered by the  8 
   arbitrator(s) may be
entered in any court having jurisdiction thereof.  Any arbitration held hereunder shall take place in Palo Alto,
California.  In addition, any dispute,
controversy or claim arising under or in connection with your rights or
obligations pursuant to any stock option or other equity arrangements between you
and the Company, shall be settled exclusively as provided for by the terms of
the applicable Company plans. [signatures page:
follows]  9 
   Please execute a copy of this letter Agreement in the
space below and return it to the undersigned at the address set forth above to
confirm your understanding and acceptance of the agreements contained herein. Very truly yours,WJ COMMUNICATIONS, INC.By:
  /s/ W. DEXTER PAINE, IIIName:
  W. Dexter Paine, IIITitle:
  ChairmanAccepted and agreed to:/s/ MICHAEL R. FARESEMichael R. Farese    10 
   Annex 1  REPRESENTATIONS AND
WARRANTIES  In connection with the purchase and sale of WJ
Communications Stock hereunder, you represent and warrant to the Company that: (a)
  
  The WJ Communications
  Stock to be acquired by you pursuant to this Agreement shall be acquired for
  your own account and not with a view to, or intention of, distribution
  thereof in violation of the Securities Act, or any applicable state
  securities laws, and the WJ Communications Stock shall not be disposed of in
  contravention of the Securities Act or any applicable state securities laws.(b)
  
  You are an officer of
  the Company, are sophisticated in financial matters and are able to evaluate
  the risks and benefits of the investment in the WJ Communications Stock.  You are an accredited investor, as
  defined in Regulation D promulgated under the Securities Act.(c)
  
  To the extent that any
  of the securities being purchased by you are not subject to an effective
  registration statement, you are able to bear the economic risk of your
  investment in such WJ Communications Stock for an indefinite period of time
  and you understand that such securities cannot be sold unless subsequently
  registered under the Securities Act or an exemption from such registration is
  available.(d)
  
  You have had an
  opportunity to ask questions and receive answers concerning the terms and
  conditions of the offering of WJ Communications Stock and have had full
  access to such other information concerning the Company as you have
  requested.  You have reviewed, or have
  had an opportunity to review, a copy of the Stockholders Agreement.(e)
  
  This Agreement
  constitutes a legal, valid and binding obligation of yours, enforceable in
  accordance with its terms, and the execution, delivery and performance of
  this Agreement by you does not and shall not conflict with, violate or cause
  a breach of any agreement, contract or instrument to which you are a party or
  any judgment, order or decree to which you are subject.(f)
  
  You are not a party to
  or bound by any employment agreement, noncompete agreement or confidentiality
  agreement with any person or entity other than the Company.(g)
  
  You have consulted with independent legal counsel regarding your rights
  and obligations under this Agreement and you fully understand the terms and
  conditions contained herein.  You have
  obtained advice from persons other than the Company and its counsel regarding
  the tax effects of the transaction contemplated hereby.  11 
   Annex
2  RECOURSE PROMISSORY NOTE  $90,000.00                           Palo Alto, California  March 4,
2002  FOR VALUE
RECEIVED, the
undersigned (the Maker) promises to pay to the order of WJ COMMUNICATIONS,
INC., a California corporation (the Company), at its principal, executive
offices, the principal sum of NINETY THOUSAND DOLLARS ($90,000.00), in lawful
money of the United States of America, which shall be legal tender in payment
of all debts and dues, public and private, at the time of payment.  Interest on the unpaid principal amount of
this Note shall accrue at an annual rate which shall be equal to one half of
one percent (1/2 %) above the applicable federal rate as defined under
Section 1274(d) of the Internal Revenue Code of 1986, as amended, and shall be
payable monthly through Company payroll deductions.  The Maker hereby expressly authorizes the Company to withhold
from the Makers monthly wages and any other amount payable to the Maker any
and all amounts of accrued interest due and owing under this Note and any
unpaid principal when due.  All unpaid
principal and accrued but unpaid interest, if any, shall be due and payable in
full on the third (3rd) anniversary of the date of this Note, subject to
earlier payment in full of the principal and accrued interest in the event of
an Acceleration Event as defined below. 
This Note shall be fully recourse against the Maker and his personal
assets.  The Maker shall have the right
and privilege of prepaying this Note at any time or times, in whole or in part,
without notice or penalty, in principal amounts of no less than $5,000.00.  All past due installments of principal or
interest shall bear penalty interest at the highest rate permitted by
applicable law, or if no such maximum rate is established by applicable law,
then at the rate of eighteen percent (18%) per annum.  The Maker, as well as any persons or entities who become liable
for the payment of this Note, hereby expressly waive demand or presentment for
payment of this Note, notice of nonpayment, protest, suit, acceleration,
intention to accelerate, diligence and/or any notice of, or defense on account
of, the extension of time of payment or change in the method of payments,
and/or any modification of the terms hereof and consent to any and all renewals
and extensions in the time of payment hereof, and further agree that the
acceptance of late payment hereunder by the Company, waiver or other
forgiveness of any other defaults by Maker, shall not constitute a waiver by
the Company of any subsequent defaults, late payments or other violations of
the Makers obligations hereunder.  If
this Note is not paid when due (whether the same becomes due by reason of an
Acceleration Event or otherwise) and is placed in the hands of an attorney for
collection, or if suit is filed hereon, or if this Note shall be collected by
legal proceedings or through a probate or bankruptcy court, the Maker agrees to
pay all costs of collection, including reasonable attorneys fees. This Note shall be construed in accordance with the
laws of the State of California and the laws of the United States applicable to
transactions in California.  12 
   This Note shall be accelerated and all unpaid interest
and principal shall be due and payable upon the occurrence of any one of the
following events prior to the third (3rd) anniversary of the date of this Note
(each an Acceleration Event):  (i) the
Maker is no longer employed by the Company for any reason; (ii) the Maker fails
to pay any sum under this Note on its due date; (iii) the Maker becomes insolvent
or makes an assignment for the benefit of creditors or an appointment is made
of a receiver or trustee for the property of the Maker; (iv) a petition is
filed by or against the Maker under the Bankruptcy Code, as amended, or under
any other insolvency law or laws providing for the relief of debtors; or (v)
upon the death of the Maker. All notices hereunder shall be in writing and shall be
deemed to have been delivered on the date personally delivered or on the date
mailed, first class, registered or certified mail, postage prepaid, if addressed
to the respective parties hereto at their addresses as shown in the corporate
records of the Company.  IN
WITNESS WHEREOF,
the Maker has executed this Note as of the date first above written.    MAKER:
  Michael
  R. Farese
  
  Signature:
  /s/ MICHAEL R. FARESE   13 
    EXECUTIVE
TIME VESTING STOCK OPTION AGREEMENT  EXECUTIVE TIME VESTING STOCK OPTION AGREEMENT (Agreement)
dated as of March 4, 2002 by and between WJ Communications, Inc. (the Company),
a Delaware corporation, and Michael R. Farese (the Executive), who is presently
an employee of WJ Communications, Inc. WHEREAS, pursuant to the WJ Communications, Inc. 2000
Stock Incentive Plan (the Plan), the Committee (as defined in the
Plan) has decided to award stock options to the Executive on the terms and
conditions set forth in this Agreement; NOW, THEREFORE, in order to implement the foregoing
and in consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows: 1.             Definitions. As used in this Agreement, the following terms shall
have the meanings ascribed to them below. 
Any capitalization used in this Agreement and not defined herein shall
have the meaning ascribed to it in the Plan. Acquisitionshall have the meaning set forth in
Section 5.3. Common
Stockshall mean
the Common Stock, without par value, of the Company, subject to adjustment
purs;uant ot the third paragraph of Section 3 of the Plan, under certain
circumstances. Exercise
Priceshall have
the meaning set forth in Section 2.2. Grant
Dateshall have
the meaning set forth in Section 2.1. Optionsshall have the meaning set forth in
Section 2.1. Change
in Controlshall
have the meaning set forth in Section 2.3. 14 
     Good
Reasonshall
have the meaning set forth in Section 2.3. In addition, certain other terms used herein have
definitions otherwise ascribed to them herein. 2.             Grant and Terms of Options. 2.1.          Grant
of Options.  The Company hereby
grants to the Executive as of February 28, 2002 (the Grant Date) 2,000,000
Nonqualified Stock Options (the Options) to purchase one share of Common
Stock per Option on the terms and conditions set forth below, and in reliance
upon the representations and covenants of the Executive set forth below.  Unless sooner exercised or forfeited as
provided for in the Plan or this Agreement, the Options shall expire on the
tenth (10th) anniversary of the date of this Agreement. 2.2.          Exercise
Price.  The exercise price of the
Options is $2.90 per share of Common Stock subject thereto (the Exercise
Price). 2.2.          Exercisability.  The Options shall vest and become
exercisable according to the following schedule:  Years of Employment
  Since the Grant Date
  
  Vested PercentageLess than 1 year
  
  0 percentAt least 1 year,
  but less than 2 years
  
  25 percentAt least 2
  years, but less than 3 years
  
  50 percentAt least 3
  years, but less than 4 years
  
  75 percent4 years or more
  
  100 percent  providedthat, except as provided for herein, no
options shall vest if the Executives employment terminates for any reason
prior to a vesting date. Notwithstanding anything to the contrary contained in
this Agreement, upon the earlier to occur of (I) a termination of the
Employment (as defined in the Plan) of the Executive within six (6) months of
the occurrence of a Change in Control (as defined above), which termination is
(a) by the Company other than for Cause (as defined in the Plan) or (b) by the
Executive with Good Reason (as defined below) or (II) the Executive continues
to be actively employed by the Company in good standing for at least six (6)
months from the consummation of the Change in Control, any unvested Options
granted hereunder shall vest and become exercisable.  For the purposes of this Agreement, a Change in Control shall
mean (i) the consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the Company,
in each case unless, following such transaction or series of related
transactions, all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding common stock of the
Company immediately prior to such transaction(s) beneficially own, directly or
indirectly, more than 50% of the then outstanding  15 
   voting
securities entitled to vote generally in the election of directors of the
corporation resulting from such transaction(s) (including, without limitation,
a corporation which as a result of such transaction(s) owns the Company or all
or substantially all of the Companys assets either directly or through one or
more subsidiaries); or (ii) the approval by the stockholders of the Company of
a complete liquidation or dissolution of the Company. Good Reason shall mean any of the following without
the consent of the Executive which shall remain uncured for a period of not
less than thrity (30) days following the Executives delivery of notice of such
occurrence to the Company:  (i) the
assignment of the Executive by the Company to any duties materially
inconsistent with, or a material diminution of, his or her position, including
duties, title, offices, or responsibilities; or (ii) the transfer of the
Executives principal place of employment to a geographic location more than 50
miles from both his or her current personal residence and from the location of
his or her current principal place of employment. 3.             Transferability of Plan Shares and
Options.  The Executive shall not be
permitted to sell, assign, transfer, pledge or otherwise encumber any Plan
Shares or Options, except as provided in the Plan. 4.             Executives Representations,
Warranties and Agreements. In connection with the exercise of any Options, the
Executive shall make to the Company, in writing, such representations,
warranties and agreements in connection with such exercise and investment in
shares of Common Stock as the Committee shall reasonably request. 5.             Successors. 5.1.          This
Agreement is personal to the Executive and, without the prior written consent
of the Company, shall not be assignable by the Executive otherwise than as
provided in the Plan and shall inure to the benefit of and be enforceable by
the Executives successors and assigns. 5.2.          This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns. 5.3.          The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise (an Acquisition)) or substantially all of the business and/or
assets of the Company expressly to assume and to agree to perform this
Agreement in the same manner and to the same extent that the Company would have
been required to perform it if no such succession had taken place (or by
substituting for such Options new options, based upon the stock of such
successor, having an aggregate spread between the Fair Market Value of the underlying
stock and the Exercise Price thereof, and the same term).  16 
   6.             Miscellaneous. 6.1.          This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the Stale of California, without regard to the principles of
conflicts of law thereof.  The captions
of this Agreement are not part of the provisions hereof and shall have no force
or effect.  This Agreement may not be
amended or modified except by a written agreement executed by the parties
hereto or their respective successors and legal representatives. 6.2.          All
notices and other communications under this Agreement shall be in writing and
shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed if to the
Executive, at the address set forth on the signature page hereto, and if to the
Company: WJ Communications, Inc., 401 River Oaks Parkway, San Jose, CA 95134,
or to such other addresses as either party furnishes to the other in writing in
accordance with this Section 6.2. 
Notices and communications shall be effective when actually received by
the addressee. 6.3.          The
invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision of this Agreement. 6.4.          No
later than the date as of which an amount first becomes includible in the gross
income of the Executive for federal income tax purposes with respect to any
options, the Executive shall pay to the Company or, if appropriate, any of its
Affiliates, or make arrangements satisfactory to the Committee regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount.  If approved by the Committee, withholding obligations may be
settled with Common Stock, including Common Stock that is part of the Award
that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and the
Company and its Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to the Executive.
The Committee may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding obligations
with Common Stock. 6.5.          The
Executives or the Companys failure to insist upon strict compliance with any
provision of, or to assert any right under, this Agreement shall not be deemed
to be a waiver of such provision or right or of any other provision of or right
under this Agreement. 6.6.          The
options are granted pursuant to the Plan which is incorporated herein by
reference and the Options shall, except as otherwise expressly provided herein,
be governed by the terms thereof.  The
Executive hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all the terms and provisions thereof. 
The Executive and the Company each acknowledges that this Agreement
(together with the Plan and the other agreements referred to herein and
therein) constitutes the entire agreement and supersedes all other agreements
and understandings, both written and oral, among the parties or either of them,
with respect to the subject matter hereof.  17 
   EXECUTIVE TIME
VESTING STOCK OPTION AGREEMENT SIGNATURE PAGE  IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.  WJ Communications, Inc.401 River Oaks ParkwaySan Jose, California  95134By:
  /s/ WILLIAM R. SLAKEYMichael R. Farese5313 Arezzo WaySan Jose, California  95138Signature:
  /s/ MICHAEL R. FARESE    18