[Spectrian letterhead]



7 November 1996


Dear Ed:

I would like to personally  thank you for your commitment to Spectrian and to me
over the past six months.  This has helped immeasurably during my transition and
initial learning period. While I would like to have you remain as CFO, the Board
of  Directors  and  I  understand  that  you  aspire  for a  broader  management
assignment.  We are, however,  still in the midst of a difficult transition.  In
return  for  your  commitment  to stay  through  January  1997 in  order to help
Spectrian, we are prepared to offer you the following benefits.

         1.    Medical and Life Insurance  benefits  through July 1997, or until
               you are permanently employed elsewhere, which ever occurs first.

         2.    Accelerated  vesting of 30,000 shares of stock option (1/4 of the
               grant  given in  August),  about  15,000  shares  more than would
               ordinarily vest in that period.

         3.    Period to  exercise  any vested  options  extended to January 31,
               2000.

         4.    Diligent  assistance from the Board of Directors to help you find
               a suitable opportunity to run a company or major operation.

In return for these benefits,  it is understood that you would agree to help the
company in the following ways:

         1.    Help recruit and train your replacement.
         2.    Complete the January 1997 five year plan.
         3.    Complete the Sale & Leaseback of the building.
         4.    If  possible,  complete  the  financing  of owned  equipment  (if
               favorable  terms can be reached),  or line up lease financing for
               new capital equipment.
         5.    Help  resolve   whether  we  are  selling  AMT  or  keeping  that
               operation.
         6.    After Jan 31, if able,  consult  as  required  until  permanently
               employed elsewhere, @ the rate of $1000/day.

If you agree with these terms, please sign below and return a copy to me.

Thanks Ed for your help.  I look forward to working with you this quarter on yet
another major transition in the Company's evolution.

Sincerely yours,


/s/ GARRETT A. GARRETTSON

Garrett A. Garrettson
President & CEO



Agreed to by   /s/ ED SUPPLEE
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                 Ed Supplee

On (Date):     11/7/96
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