SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.45

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 19, 2005, by and between SYMMETRICOM, INC., a Delaware corporation (“Borrower”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of May 1, 2004, as amended from time to time (“Credit Agreement”).

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

1. Section 5.7 is hereby deleted in its entirety, and the following substituted therefore:

“SECTION 5.7 DIVIDENDS, DISTRIBUTIONS.  Declare or pay any dividend or distribution either in cash, stock or any other property on Borrower’s stock now and hereafter outstanding, nor redeem, retire or otherwise acquire any of any class of Borrower’s stock now or hereafter outstanding except repurchases of common stock up to Three Million Dollars ($3,000,000.00) per fiscal quarter.”

2. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification.  All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment.  This Amendment and the Credit Agreement shall be read together, as one document.

3. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein.  Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

	SYMMETRICOM, INC.			XXXXX FARGO BANK, NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxx Xxxxxx		By:	/s/ Xxxxx Xxxx
		Xxxxxxx Xxxxxx			Xxxxx Xxxx
		Chief Financial Officer			Vice President