(Filed pursuant to Instruction 3 to Item 10(b)(2) of Schedule
14A of the Securities Exchange Act of 1934)


                                   SYMMETRICOM, INC.

                               1990 DIRECTOR OPTION PLAN
                         (as amended through October 25, 1995)



               1.   Purposes of the Plan.   The purposes of this 1990 Director
          Option Plan are to attract and retain  the  best available personnel
          for  service  as  Directors  of  the Company, to provide  additional
          incentive  to the Outside Directors  of  the  Company  to  serve  as
          Directors, and to encourage their continued service on the Board.

                    All  options  granted  hereunder  shall  be "non-statutory
          stock options".

               2.   Definitions.   As  used herein, the following  definitions
          shall apply:

                    (a)  "Board" means the Board of Directors of the Company.

                    (b)  "Code" means the  Internal  Revenue  Code of 1986, as
          amended.

                    (c)  "Common Stock" means the Common Stock of the Company.

                    (d)  "Company"   means  Symmetricom,  Inc.,  a  California
          corporation.

                    (e)  "Continuous Status as  a  Director" means the absence
          of any interruption or termination of service as a Director.

                    (f)  "Director" means a member of the Board.

                    (g)  "Employee" means any person,  including  officers and
          Directors,  employed  by the Company or any Parent or Subsidiary  of
          the Company.  The payment  of  a Director's fee by the Company shall
          not be sufficient in and of itself to constitute "employment" by the
          Company.

                    (h)  "Exchange Act" means  the  Securities Exchange Act of
          1934, as amended.

                    (i)  "Fair Market Value" means, as  of any date, the value
          of Common Stock determined as follows:

                         (i)  If the Common Stock is listed on any established
          stock  exchange  or  a  national  market  system, including  without
          limitation the National Market System of the National Association of
          Securities Dealers, Inc. Automated Quotation  ("NASDAQ") System, the
          Fair Market Value of a Share of Common Stock shall  be  the  closing
          sales  price  for  such  stock (or the closing bid, if no sales were
          reported) as quoted on such system or exchange (or the exchange with
          the greatest volume of trading  in  Common Stock) on the last market
          trading day prior to the day of determination,  as  reported  in the
          Wall  Street  Journal  or  such  other  source  as  the  Board deems
          reliable;

                               (ii)If the Common Stock is quoted on the NASDAQ
          System (but not on the National Market System thereof) or  regularly
          quoted by a recognized securities dealer but selling prices  are not
          reported, the Fair Market Value of a Share of Common Stock shall  be
          the  mean between the high and low asked prices for the Common Stock
          on the last market trading day prior to the day of determination, as
          reported  in  the  Wall  Street  Journal or such other source as the
          Board deems reliable, or;

                              (iii)In the absence of an established market for
          the Common Stock, the Fair Market  Value thereof shall be determined
          in good faith by the Board.

                    (j)  "Option" means a stock option granted pursuant to the
          Plan.

                    (k)  "Optioned Stock" means the Common Stock subject to an
          Option.

                    (l)  "Optionee"  means an Outside Director who receives an
          Option.

                    (m)  "Outside Director" means  a  Director  who  is not an
          Employee.

                    (n)  "Parent" means a "parent corporation", whether now or
          hereafter  existing,  as  defined  in Section 425(e) of the Internal
          Revenue Code of 1986.

                    (o)  "Plan" means this 1990 Director Option Plan.

                    (p)  "Share"  means  a  share  of  the  Common  Stock,  as
          adjusted in accordance with Section 10 of the Plan.

                    (q)  "Subsidiary"   means  a   "subsidiary   corporation",
          whether now or hereafter existing,  as  defined in Section 425(f) of
          the Internal Revenue Code of 1986.

               3.   Stock Subject to the Plan.  Subject  to  the provisions of
          Section 10 of the Plan, the maximum aggregate number of Shares which
          may  be  optioned and sold under the Plan is three hundred  thousand
          (300,000)  Shares  (the  "Pool") of Common Stock.  The Shares may be
          authorized but unissued, or reacquired Common Stock.

                    If an Option should expire or become unexercisable for any
          reason without having been exercised in full, the unpurchased Shares
          which were subject thereto  shall,  unless  the Plan shall have been
          terminated, become available for future grant under the Plan.

               4.   Administration of and Grants of Options under the Plan.

                    (a)  Administrator.  Except as otherwise  required herein,
          the  Plan  shall  be administered by the Board.  No discretion  con-
          cerning decisions regarding the Plan shall be afforded to any person
          who is not a "disinterested  person" (as defined in Rule 16b-3 under
          the Exchange Act).

                    (b)  Procedure  for  Grants.    All   grants   of  Options
          hereunder shall be automatic and non-discretionary and shall be made
          strictly in accordance with the following provisions:

                         (i)  No  person  shall have any discretion to  select
          which Outside Directors shall be granted Options or to determine the
          number  of  Shares  to  be covered by  Options  granted  to  Outside
          Directors.

                         (ii) Each  Outside  Director  shall  be  automa-
          tically  granted  an  Option  to  purchase 10,000 Shares (the "First
          Option") on the date on which such  person  first becomes an Outside
          Director,  whether  through  election  by  the shareholders  of  the
          Company  or appointment by the Board to fill  a  vacancy;  provided,
          however, that  no  First  Option  shall  be  granted  to  an Outside
          Director who, immediately prior to becoming an Outside Director, was
          a  Director.  After the First Option has been granted to an  Outside
          Director,  such  Outside  Director shall thereafter be automatically
          granted an Option to purchase  10,000  Shares  on  January 1 of each
          year, if on such date, he or she shall have served on  the Board for
          at least six (6) months.

                              (iii)The terms of each Option granted  hereunder
          shall be as follows:

                             (A)  the  term  of the Option shall be ten (10)
          years.

                             (B)  the Option shall  be exercisable only while
          the Outside Director remains a Director of the  Company,  except  as
          set forth in Section 8 hereof.

                             (C)  the  exercise price per Share shall be 100%
          of the Fair Market Value per Share  on  the  date  of  grant  of the
          Option.

                             (D)  the  Option  shall  become  exercisable  in
          installments  cumulatively  as  to  twenty-five percent (25%) of the
          Optioned Stock one year after the date  of  grant and as to an addi-
          tional  twenty-five percent (25%) of the Optioned  Stock  two  years
          after the  date of grant and as to an additional fifty percent (50%)
          of the Optioned  Stock  three years after the date of grant, so that
          100% of the Optioned Stock  granted under an individual Option shall
          be exercisable three years after the date of grant of the Option.

                              (iv)In the  event  that any Option granted under
          the  Plan would cause the number of Shares  subject  to  outstanding
          Options plus the number of Shares previously purchased upon exercise
          of Options  to exceed the Pool, then each such automatic grant shall
          be for that number of Shares determined by dividing the total number
          of Shares remaining  available  for  grant  by the number of Outside
          Directors on the automatic grant date.  No further  grants  shall be
          made  until such time, if any, as additional Shares become available
          for grant  under  the  Plan  through  action  of the shareholders to
          increase the number of Shares which may be issued  under the Plan or
          through  cancellation  or  expiration of Options previously  granted
          hereunder.

                    (c)  Powers of the Board.   Subject  to the provisions and
          restrictions of the Plan, the Board shall have the authority, in its
          discretion:   (i) to determine, upon review of relevant  information
          and in accordance  with  Section 2(i)  of  the Plan, the Fair Market
          Value  of  the Common Stock; (ii) to interpret  the  Plan;  (iii) to
          prescribe, amend  and  rescind rules and regulations relating to the
          Plan; (iv) to authorize  any  person  to  execute  on  behalf of the
          Company any instrument required to effectuate the grant of an Option
          previously   granted   hereunder;   and   (v) to   make   all  other
          determinations  deemed necessary or advisable for the administration
          of the Plan.

                    (d)  Effect of Board's Decision.   All  decisions,  deter-
          minations and interpretations of the Board shall be final.

               5.   Eligibility.   Options  may  be  granted  only  to Outside
          Directors.  All Options shall be automatically granted in accordance
          with  the  terms  set  forth  in  Section 4(b)  hereof.   An Outside
          Director  who  has  been  granted  an Option may, if he is otherwise
          eligible, be granted an additional Option  or  Options in accordance
          with such provisions.

                    The Plan shall not confer upon any Optionee any right with
          respect to continuation of service as a Director  or  nomination  to
          serve  as  a  Director,  nor  shall it interfere in any way with any
          rights which the Director or the  Company  may have to terminate his
          directorship at any time.

               6.   Term of Plan.  The Plan shall become  effective  upon  the
          earlier to occur of its adoption by the Board or its approval by the
          shareholders  of the Company as described in Section 16 of the Plan.
          It shall continue  in  effect  for  a  term of ten (10) years unless
          sooner terminated under Section 11 of the Plan.

               7.   Exercise Price and Consideration.

                    (a)  Exercise Price.  The per  Share  exercise  price  for
          Optioned  Stock  shall be 100% of the Fair Market Value per Share on
          the date of grant of the Option.

                    (b)  Form  of Consideration.  The consideration to be paid
          for the Shares to be issued  upon  exercise  of an Option, including
          the  method of payment, shall be determined by  the  Board  and  may
          consist  entirely  of  (i) cash,  (ii) check, (iii) promissory note,
          (iv) other shares which (x) in the  case  of  Shares  acquired  upon
          exercise  of  an  Option  either have been owned by the Optionee for
          more than six (6) months on  the  date  of  surrender  or  were  not
          acquired,  directly  or indirectly, from the Company, and (y) have a
          Fair Market Value on the  date  of  surrender equal to the aggregate
          exercise  price  of  the Shares as to which  said  Option  shall  be
          exercised, (v) delivery  of  a  properly  executed  exercise  notice
          together  with  irrevocable  instructions  to  a  broker to promptly
          deliver to the Company the amount of sale or loan proceeds  required
          to pay the exercise price, (vi) delivery of an irrevocable subscrip-
          tion  agreement  for  the  Shares  which  irrevocably  obligates the
          Optionee  to  take and pay for the Shares not more than twelve  (12)
          months after the  date  of  delivery  of the subscription agreement,
          (vii) any  combination  of  the foregoing  methods  of  payment,  or
          (viii) such  other consideration  and  method  of  payment  for  the
          issuance of Shares to the extent permitted under applicable law.

               8.   Exercise of Option.

                    (a)  Procedure for Exercise;  Rights as a Shareholder. Any
          Option granted hereunder shall be exercisable  at  such times as are
          set forth in Section 4(b) hereof; provided, however, that no Options
          shall  be  exercisable  until  shareholder approval of the  Plan  in
          accordance with Section 16 hereof has been obtained.

                    An Option may not be exercised for a fraction of a Share.

                    An Option shall be deemed  to  be  exercised  when written
          notice of such exercise has been given to the Company in  accordance
          with the terms of the Option by the person entitled to exercise  the
          Option  and  full  payment  for the Shares with respect to which the
          Option is exercised has been  received by the Company.  Full payment
          may consist of any consideration  and  method  of  payment allowable
          under Section 7(b) of the Plan.  Until the issuance (as evidenced by
          the  appropriate  entry  on the books of the Company or  of  a  duly
          authorized transfer agent  of  the Company) of the stock certificate
          evidencing such Shares, no right to vote or receive dividends or any
          other  rights  as a shareholder shall  exist  with  respect  to  the
          Optioned Stock, notwithstanding the exercise of the Option.  A share
          certificate for  the number of Shares so acquired shall be issued to
          the Optionee as soon as practicable after exercise of the Option. No
          adjustment will be  made for a dividend or other right for which the
          record date is prior  to  the  date the stock certificate is issued,
          except as provided in Section 10 of the Plan.

                    Exercise of an Option  in  any  manner  shall  result in a
          decrease  in the number of Shares which thereafter may be available,
          both for purposes  of the Plan and for sale under the Option, by the
          number of Shares as to which the Option is exercised.

                    (b)  Rule  16b-3.   Options  granted  to Outside Directors
          must comply with the applicable provisions of Rule 16b-3 promulgated
          under  the Exchange Act or any successor thereto and  shall  contain
          such additional  conditions  or  restrictions  as  may  be  required
          thereunder to qualify for the maximum exemption from Section  16  of
          the Exchange Act with respect to Plan transactions.

                    (c)  Termination of Continuous  Status  as a Director.  In
          the  event an Optionee's Continuous Status as a Director  terminates
          (other  than  upon  the Optionee's death or total and permanent dis-
          ability (as defined in  Section 22(e)(3) of the Code)), the Optionee
          may exercise his or her Option,  but  only  within  three (3) months
          from the date of such termination, and only to the extent  that  the
          Optionee was entitled to exercise it at the date of such termination
          (but  in  no  event  later  than the expiration of its ten (10) year
          term).  To the extent that the Optionee was not entitled to exercise
          an Option at the date of such  termination,  and  to the extent that
          the Optionee does not exercise such Option (to the  extent otherwise
          so  entitled)  within  the  time specified herein, the Option  shall
          terminate.

                    (d)  Disability of  Optionee.   In  the  event  Optionee's
          Continuous Status as a Director terminates as a result of total  and
          permanent  disability  (as defined in Section 22(e)(3) of the Code),
          the Optionee may exercise his or her Option, but only within six (6)
          months from the date of  such  termination,  and  only to the extent
          that the Optionee was entitled to exercise it at the  date  of  such
          termination  (but  in  no event later than the expiration of its ten
          (10) year term).  To the  extent  that the Optionee was not entitled
          to exercise an Option at the date of  termination,  or  if he or she
          does not exercise such Option (to the extent otherwise so  entitled)
          within the time specified herein, the Option shall terminate.

                    (e)  Death of Optionee.   In  the  event  of an Optionee's
          death, the Optionee's estate or a person who acquired  the  right to
          exercise  the  Option  by  bequest  or  inheritance may exercise the
          Option, but only within six (6) months following  the date of death,
          and only to the extent that the Optionee was entitled to exercise it
          at the date of death (but in no event later than the  expiration  of
          its  ten (10)  year  term).  To the extent that the Optionee was not
          entitled to exercise an  Option  at  the  date  of death, and to the
          extent that the Optionee's estate or a person who acquired the right
          to exercise such Option does not exercise such Option (to the extent
          otherwise so entitled) within the time specified  herein, the Option
          shall terminate.

               9.   Non-Transferability  of Options.  The Option  may  not  be
          sold, pledged, assigned, hypothecated,  transferred,  or disposed of
          in any manner other than by will or by the laws of descent  or  dis-
          tribution and may be exercised, during the lifetime of the Optionee,
          only by the Optionee.

               10.  Adjustments Upon Changes in Capitalization or Merger.

                    (a)  Subject to any required action by the shareholders of
          the  Company,  the  number  of  Shares  covered  by each outstanding
          Option,  and  the  number  of Shares which have been authorized  for
          issuance under the Plan but  as  to  which  no Options have yet been
          granted or which have been returned to the Plan upon cancellation or
          expiration of an Option, as well as the price  per  Share covered by
          each such outstanding Option, shall be proportionately  adjusted for
          any  increase  or  decrease in the number of issued Shares resulting
          from a stock split, reverse stock split, stock dividend, combination
          or reclassification  of  the  Common Stock, or any other increase or
          decrease in the aggregate number  of  issued Shares effected without
          receipt  of consideration by the Company;  provided,  however,  that
          conversion of any convertible securities of the Company shall not be
          deemed to  have  been  "effected  without receipt of consideration."
          Such adjustment shall be made by the  Board,  whose determination in
          that  respect  shall  be final, binding and conclusive.   Except  as
          expressly provided herein,  no  issuance by the Company of Shares of
          stock of any class, or securities  convertible  into Shares of stock
          of  any  class,  shall affect, and no adjustment by  reason  thereof
          shall be made with respect to, the number or price of Shares subject
          to an Option.

                    In the event of the proposed dissolution or liquidation of
          the  Company, all outstanding  Options  will  terminate  immediately
          prior  to the consummation of such proposed action, unless otherwise
          provided  by  the Board.  The Board may, in the exercise of its sole
          discretion in such  instances,  declare that any Option shall termi-
          nate as of a date fixed by the Board  and  give  each  Optionee  the
          right  to  exercise his Option as to all or any part of the Optioned
          Stock, including  Shares  as to which the Option would not otherwise
          be exercisable.

                    Subject to the provisions  of paragraph (b) hereof, in the
          event of a proposed sale of all or substantially  all  of the assets
          of  the  Company, or the merger of the Company with or into  another
          corporation,  each  outstanding Option shall be assumed or an equiv-
          alent option shall be substituted by such successor corporation or a
          parent or subsidiary  of  such  successor corporation.  In the event
          that the successor corporation does  not  agree to assume the Option
          or to substitute an equivalent option, each outstanding Option shall
          become fully vested and exercisable, including  as  to  Shares as to
          which  it would not otherwise be exercisable.  If an Option  becomes
          fully vested  and  exercisable  in  the event of a merger or sale of
          assets, the Company shall notify the  Optionee that the Option shall
          be fully exercisable for a period of fifteen (15) days from the date
          of such notice, and the Option shall terminate  upon  the expiration
          of  such period.  For purposes of this paragraph, an Option  granted
          under  the Plan shall be deemed to be assumed if, following the sale
          of assets  or  merger, the Option confers the right to purchase, for
          each Share of Optioned Stock subject to the Option immediately prior
          to the sale of assets  or  merger, the consideration (whether stock,
          cash or other securities or property) received in the sale of assets
          or merger by holders of Common  Stock  for  each  Share  held on the
          effective date of the transaction (and if such holders were  offered
          a  choice of consideration, the type of consideration chosen by  the
          holders if a majority of the outstanding Shares).

                    (b)  In the event of a "Change in Control" of the Company,
          as defined in paragraph (c) below, any Options outstanding as of the
          date  such Change in Control is determined to have occurred that are
          not yet  exercisable  and  vested  on  such  date shall become fully
          exercisable and vested.

                    (c)  Definition of "Change in Control".   For  purposes of
          this  Section 10, a "Change in Control" means when any "person,"  as
          such term  is  used  in Sections 13(d) and 14(d) of the Exchange Act
          (other than the Company,  a Subsidiary or a Company employee benefit
          plan, including any trustee  of  such  plan acting as trustee) is or
          becomes the "beneficial owner" (as defined  in  Rule 13d-3 under the
          Exchange Act), directly or indirectly, of securities  of the Company
          representing  fifty  percent  (50%)  or more of the combined  voting
          power of the Company's then outstanding securities.

               11.  Amendment and Termination of the Plan.

                    (a)  Amendment and Termination.  The Board may at any time
          amend, alter, suspend, or discontinue  the  Plan,  but no amendment,
          alteration, suspension, or discontinuation shall be made which would
          impair the rights of any Optionee under any grant theretofore  made,
          without  his  or  her consent.  In addition, to the extent necessary
          and desirable to comply  with  Rule 16b-3 under the Exchange Act (or
          any other applicable law or regulation),  the  Company  shall obtain
          shareholder approval of any Plan amendment in such a manner  and  to
          such a degree as required.

                    (b)  Effect of Amendment or Termination.   Any such amend-
          ment  or  termination  of the Plan shall not affect Options  already
          granted and such Options shall remain in full force and effect as if
          this Plan had not been amended or terminated.

               12.  Time of Granting Options.   The date of grant of an Option
          shall, for all purposes, be the date determined  in  accordance with
          Section 4(b) hereof.  Notice of the determination shall  be given to
          each  Outside  Director  to  whom  an Option is so granted within  a
          reasonable time after the date of such grant.

               13.  Conditions Upon Issuance of Shares.   Shares  shall not be
          issued pursuant to the exercise of an Option unless the exercise  of
          such  Option  and  the issuance and delivery of such Shares pursuant
          thereto shall comply with all relevant provisions of law, including,
          without limitation,  the  Securities  Act  of  1933, as amended, the
          Exchange  Act,  the  rules  and regulations promulgated  thereunder,
          state securities laws, and the  requirements  of  any stock exchange
          upon  which  the  Shares  may then be listed, and shall  be  further
          subject to the approval of  counsel  for the Company with respect to
          such compliance.

                    As a condition to the exercise  of  an Option, the Company
          may  require  the  person  exercising such Option to  represent  and
          warrant at the time of any such  exercise  that the Shares are being
          purchased only for investment and without any  present  intention to
          sell  or  distribute such Shares, if, in the opinion of counsel  for
          the Company,  such a representation is required by any of the afore-
          mentioned relevant provisions of law.

                    Inability  of  the  Company  to  obtain authority from any
          regulatory body having jurisdiction, which authority  is  deemed  by
          the  Company's  counsel  to  be necessary to the lawful issuance and
          sale of any Shares hereunder,  shall relieve the Company of any lia-
          bility in respect of the failure  to issue or sell such Shares as to
          which such requisite authority shall not have been obtained.

               14.  Reservation of Shares.  The  Company,  during  the term of
          this Plan, will at all times reserve and keep available such  number
          of Shares as shall be sufficient to satisfy the requirements of  the
          Plan.

               15.  Option  Agreement.   Options shall be evidenced by written
          option agreements in such form as the Board shall approve.

               16.  Shareholder Approval.   Continuance  of  the Plan shall be
          subject to approval by the shareholders of the Company  at  or prior
          to  the first annual meeting of shareholders held subsequent to  the
          granting of an Option hereunder.  Such shareholder approval shall be
          obtained  in  the  degree and manner required under applicable state
          and federal law.