EX-4.2 SELLER LOCK-UP AGREEMENT

EXHIBIT 4.2

SELLER LOCK-UP AGREEMENT

WJ Communications, Inc.

401 River Oaks Parkway

San Jose, CA 95134

Ladies and Gentlemen:

1.                                        In order to induce the Company to consummate the transactions provided for in the Agreement, each of the undersigned agrees that it will not, without the Company’s prior written consent, directly or indirectly, offer, offer to sell, sell, loan, pledge, grant any rights, contract to sell or grant any option to purchase or otherwise dispose or transfer (collectively, “Dispose,” or a “Disposition”) any shares of Company common stock (“Common Stock”) issued or distributed to the undersigned pursuant to the Agreement except as set forth on Schedule A with respect to the issuance of Common Stock to EiC and EiC Enterprises at Closing (the “Closing Payment Shares”), Schedule B with respect to the issuance of shares to EiC Enterprises as part of the Escrow Deposit, as defined in the Agreement (the “Escrow Deposit Shares”), and Schedule C with respect to the issuance of Common Stock to EiC as part of the Earnout Payments, as defined in the Agreement (the “Earnout Payment Shares”), provided, however, that EiC may distribute the Earnout Payment Shares to EiC Enterprises without the Company’s prior written consent.  The Closing Payment Shares, Escrow Deposit Shares and Earnout Payment Shares are hereinafter collectively referred to as the “Shares.”

2.                                        The foregoing restrictions are also expressly intended to preclude the undersigned from engaging in any hedging or other transaction which is designed to or is reasonably expected to lead to or result in a Disposition of Shares during the lock-up periods reflected on the Schedules attached hereto even if such securities would be Disposed of by someone other than the undersigned.  Such prohibited hedging or other transactions include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any securities that include, relate to or derive any significant part of their value from the Shares.

3.                                        Each of the undersigned hereby agrees and consents to the entry of stock transfer instructions with the Company’s transfer agent against the transfer of the Shares except those transferred in compliance with this agreement and the placement of the following legends on the Shares:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAWS.

TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY A LOCKUP AGREEMENT.”

4.                                        Each of the undersigned confirms that it understands that the parties will rely upon the representations set forth in this agreement in proceeding with the consummation of the transactions provided for in the Agreement.  This agreement shall be binding on each of the undersigned and its respective successors, heirs, personal representatives and assigns.

SIGNATURE PAGE TO SELLER LOCK-UP AGREEMENT

Schedule A

Closing Payment Shares

The Company will issue to EiC 184,250 shares of Common Stock (the “EiC Shares”) and EiC Enterprises 258,632 shares of Common Stock (the “EiC Enterprises S