LOAN MODIFICATION AGREEMENT

         This Loan  Modification  Agreement  is entered  into as of November 24,
1999, by and between Spectrian Corporation  ("Borrower") and Silicon Valley Bank
("Bank").

1. DESCRIPTION OF EXISTING  INDEBTEDNESS:  Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, an Amended and Restated Loan Agreement,  dated August 9, 1999, as may
be  amended  from  time to time,  (the  "Loan  Agreement").  The Loan  Agreement
provided for,  among other things,  a Committed  Revolving  Line in the original
principal  amount of Ten Million Dollars  ($10,000,000).  Defined terms used but
not  otherwise  defined  herein  shall  have  the same  meanings  as in the Loan
Agreement.

Hereinafter,  all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."

Hereinafter,  the  above-described  security documents and guaranties,  together
with  all  other  documents  securing  repayment  of the  Indebtedness  shall be
referred to as the "Security  Documents".  Hereinafter,  the Security Documents,
together with all other documents  evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents".

2. DESCRIPTION OF CHANGE IN TERMS.

         A. Modification(s) to Loan Agreement

                  1.       Section 6.7 entitled "Financial Covenants" subsection
                           (iii) entitled  "Profitability"  is hereby amended to
                           read, in its entirety, as follows

                           Borrower  shall  achieve  a  minimum  of $1.00 in net
                           profits for each quarter.

                  2.       The  following   term  under  Section  13.1  entitled
                           "Definitions" is hereby amended as follows:

                           "Revolving Maturity Date" is January 31, 2000.

3. CONSISTENT  CHANGES.  The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

4. NO DEFENSES OF BORROWER.  Borrower (and each  guarantor  and pledgor  signing
below)  agrees  that,  as of the date  hereof,  it has no  defenses  against the
obligations to pay any amounts under the Indebtedness.

5. CONTINUING VALIDITY.  Borrower (and each guarantor and pledgor signing below)
understands  and agrees that in  modifying  the existing  Indebtedness,  Bank is
relying upon Borrower's  representations,  warranties,  and  agreements,  as set
forth in the Existing Loan Documents.  Except as expressly  modified pursuant to
this Loan  Modification  Agreement,  the terms of the  Existing  Loan  Documents
remain unchanged and in full force and effect. Bank's agreement to modifications
to the existing Indebtedness pursuant to this Loan Modification  Agreement in no
way shall obligate Bank to make any future  modifications  to the  Indebtedness.
Nothing in this Loan  Modification  Agreement shall constitute a satisfaction of
the  Indebtedness.  It is the intention of Bank and Borrower to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party is
expressly released by Bank in writing. No maker,  endorser, or guarantor will be
released  by  virtue  of this  Loan  Modification  Agreement.  The terms of this
paragraph apply not only to this Loan  Modification  Agreement,  but also to all
subsequent loan modification agreements.

<PAGE>

         This Loan  Modification  Agreement  is  executed  as of the date  first
written above.

BORROWER:                                BANK:
SPECTRIAN CORPORATION                    SILICON VALLEY BANK
By:  /s/ Michael Angel                   By: /s/ Margarita S. Piper
   ----------------------                   -------------------------
Name:    Michael Angel                   Name:   Margarita S. Piper
     --------------------                     -----------------------
Title:   EUP--CFO                        Title:  AVP
      -------------------                      ----------------------


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