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                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

                              SPECTRIAN CORPORATION

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                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

1  ACCOUNTING AND OTHER TERMS...............................................4

2  LOAN AND TERMS OF PAYMENT................................................4
   2.1      Credit Extensions...............................................4
   2.2      Interest Rate, Payments.........................................5
   2.3      Fees............................................................5

3  CONDITIONS OF LOANS......................................................5
   3.1      Conditions Precedent to Initial Credit Extension................5
   3.2      Conditions Precedent to all Credit Extensions...................6

4  CREATION OF SECURITY INTEREST............................................6
   4.1      Grant of Security Interest......................................6

5  REPRESENTATIONS AND WARRANTIES...........................................6
   5.1      Due Organization and Authorization..............................6
   5.2      Collateral......................................................6
   5.3      Litigation......................................................6
   5.4      No Material Adverse Change in Financial Statements..............7
   5.5      Solvency........................................................7
   5.6      Regulatory Compliance...........................................7
   5.7      Subsidiaries....................................................7
   5.8      Full Disclosure.................................................7

6  AFFIRMATIVE COVENANTS....................................................8
   6.1      Government Compliance...........................................8
   6.2      Financial Statements, Reports, Certificates.....................8
   6.3      Inventory; Returns..............................................8
   6.4      Taxes...........................................................8
   6.5      Insurance.......................................................8
   6.6      Primary Accounts................................................9
   6.7      Financial Covenants.............................................9
   6.8      Further Assurances..............................................9

7  NEGATIVE COVENANTS.......................................................9
   7.1      Dispositions....................................................9
   7.2      Changes in Business, Ownership, Management
              or Business Locations.........................................9
   7.3      Mergers or Acquisitions.........................................9
   7.4      Indebtedness...................................................10
   7.5      Encumbrance....................................................10
   7.6      Distributions; Investments.....................................10
   7.7      Transactions with Affiliates...................................10
   7.8      Subordinated Debt..............................................10
   7.9      Compliance.....................................................10

8  EVENTS OF DEFAULT.......................................................10
   8.1      Payment Default................................................10
   8.2      Covenant Default...............................................11
   8.3      Material Adverse Change........................................11
   8.4      Attachment.....................................................11
   8.5      Insolvency.....................................................11

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   8.6      Other Agreements...............................................11
   8.7      Judgments......................................................11
   8.8      Misrepresentations.............................................11

9  BANK'S RIGHTS AND REMEDIES..............................................12
   9.1      Rights and Remedies............................................12
   9.2      Power of Attorney..............................................12
   9.3      Accounts Collection............................................12
   9.4      Bank Expenses..................................................13
   9.5      Bank's Liability for Collateral................................13
   9.6      Remedies Cumulative............................................13
   9.7      Demand Waiver..................................................13

10 NOTICES.................................................................13

11 CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER..............................13

12 GENERAL PROVISIONS......................................................14
   12.1     Successors and Assigns.........................................14
   12.2     Indemnification................................................14
   12.3     Time of Essence................................................14
   12.4     Severability of Provision......................................14
   12.5     Amendments in Writing, Integration.............................14
   12.6     Counterparts...................................................14
   12.7     Survival.......................................................14
   12.8     Confidentiality................................................14
   12.9     Effect of Amendment and Restatement............................15
   12.10    Attorneys' Fees, Costs and Expenses............................15

13 DEFINITIONS.............................................................15
   13.1     Definitions....................................................15

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         This AMENDED AND RESTATED LOAN AND SECURITY  AGREEMENT  dated August 9,
1999, between SILICON VALLEY BANK ("Bank"),  whose address is 3003 Tasman Drive,
Santa Clara,  California  95054 and SPECTRIAN  CORPORATION  ("Borrower"),  whose
address is 350 W. Java Drive, Sunnyvale, California 94089.


                                    RECITALS

         A. Bank and Borrower are parties to that certain Loan Agreement,  dated
December 1, 1997, as amended (collectively, the "Original Agreement").

         B.  Borrower  and Bank  desire in this  Agreement  to set  forth  their
agreement with respect to a working capital loan and to amend and restate in its
entirety  without  novation  the  Original  Agreement  in  accordance  with  the
provisions herein.


                                    AGREEMENT

         The parties agree as follows:

1        ACCOUNTING AND OTHER TERMS

         Accounting  terms  not  defined  in this  Agreement  will be  construed
following GAAP. Calculations and determinations must be made following GAAP. The
term  "financial  statements"  includes  the  notes  and  schedules.  The  terms
"including"  and  "includes"   always  mean  "including  (or  includes)  without
limitation," in this or any Loan Document.  This Agreement shall be construed to
impart upon Bank a duty to act reasonably at all times.

2        LOAN AND TERMS OF PAYMENT

2.1      Credit Extensions.

         Borrower  will pay Bank  the  unpaid  principal  amount  of all  Credit
Extensions and interest on the unpaid principal amount of the Credit Extensions.

2.1.1    Revolving Advances.

         (a) Bank will make Advances not  exceeding (i) the Committed  Revolving
Line,  minus (ii) the  amount of all  outstanding  Letters of Credit  (including
drawn but  unreimbursed  Letters of  Credit),  and minus  (iii) the FX  Reserve.
Amounts borrowed under this Section may be repaid and reborrowed during the term
of this Agreement.

         (b) To obtain an Advance,  Borrower  must notify Bank by  facsimile  or
telephone  by 3:00 p.m.  Pacific  time on the  Business Day the Advance is to be
made.  Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance  Form  attached  as  Exhibit  B. Bank will  credit  Advances  to
Borrower's deposit account. Bank may make Advances under this Agreement based on
instructions  from a  Responsible  Officer  or his or her  designee  or  without
instructions if the Advances are necessary to meet Obligations which have become
due. Bank may rely on any telephone  notice given by a person whom Bank believes
is a Responsible Officer or designee.  Borrower will indemnify Bank for any loss
Bank suffers due to such reliance.

         (c) The Committed  Revolving Line terminates on the Revolving  Maturity
Date, when all Advances are immediately payable.

2.1.2    Letters of Credit.

         Bank will issue or have issued Letters of Credit for Borrower's account
not  exceeding  (i) the  Committed  Revolving  Line minus  (ii) the  outstanding
principal balance of the Advances

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minus the FX Reserve;  however, the face amount of outstanding Letters of Credit
(including  drawn but  unreimbursed  Letters  of Credit and any Letter of Credit
Reserve) may not exceed  $10,000,000.  Each Letter of Credit will have an expiry
date of no later than 180 days after the Revolving Maturity Date, but Borrower's
reimbursement  obligation will be secured by cash on terms acceptable to Bank at
any time after the Revolving  Maturity Date if the term of this Agreement is not
extended  by Bank.  Borrower  agrees to execute  any  further  documentation  in
connection with the Letters of Credit as Bank may reasonably request.

2.1.3    Foreign Exchange Sublimit.

         If there is  availability  under the Committed  Revolving  Line and the
Borrowing Base, then Borrower may enter in foreign  exchange  forward  contracts
with the Bank under which  Borrower  commits to purchase  from or sell to Bank a
set amount of foreign  currency  more than one  business  day after the contract
date (the "FX Forward Contract").  Bank will subtract 10% of each outstanding FX
Forward  Contract  from the  foreign  exchange  sublimit  which is a maximum  of
$10,000,000(the  "FX Reserve").  The total FX Forward  Contracts at any one time
may not exceed 10 times the amount of the FX Reserve.  Bank may terminate the FX
Forward Contracts if an Event of Default occurs.

2.2      Interest Rate, Payments.

         (a)  Interest  Rate.   Advances  accrue  interest  on  the  outstanding
principal  balance at a per annum rate,  at Borrower's  option,  of either (i) a
variable  rate  equal to the Prime  Rate or (ii) a fixed rate equal to 200 basis
points  above the LIBOR  Rate,  as further  described  in the LIBOR  Supplement,
attached hereto.  For all fixed rate Obligations,  any prepayment must include a
Prepayment  Fee.  After an Event of Default,  Obligations  accrue  interest at 5
percent above the rate effective  immediately  before the Event of Default.  The
interest rate  increases or decreases  when the Prime Rate changes.  Interest is
computed on a 360 day year for the actual number of days elapsed.

         (b) Payments.  Interest due on the Committed  Revolving Line is payable
on the 1st of each  month.  Bank may debit any of  Borrower's  deposit  accounts
including Account Number ____________________________ for principal and interest
payments  owing or any amounts  Borrower owes Bank.  Bank will  promptly  notify
Borrower  when it debits  Borrower's  accounts.  These debits are not a set-off.
Payments  received after 12:00 noon Pacific time are considered  received at the
opening of business  on the next  Business  Day.  When a payment is due on a day
that is not a  Business  Day,  the  payment  is due the  next  Business  Day and
additional fees or interest accrue.

2.3      Fees.

         Borrower will pay:

         (a) Facility Fee. A fully earned, non-refundable Facility Fee of $3,500
due on the Closing Date; and

         (b) Bank Expenses.  All Bank Expenses (including  reasonable attorneys'
fees and  reasonable  expenses)  incurred  through  and  after  the date of this
Agreement, are payable when due.

3        CONDITIONS OF LOANS

3.1      Conditions Precedent to Initial Credit Extension.

         Bank's  obligation to make the initial  Credit  Extension is subject to
the condition  precedent that it receive the  agreements,  documents and fees it
requires.

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3.2      Conditions Precedent to all Credit Extensions.

         Bank's obligations to make each Credit Extension, including the initial
Credit Extension, is subject to the following:

         (a) timely receipt of any Payment/Advance Form; and

         (b) the  representations and warranties in Section 5 must be materially
true on the date of the  Payment/Advance  Form and on the effective date of each
Credit Extension and no Event of Default may have occurred and be continuing, or
result  from  the  Credit   Extension.   Each  Credit  Extension  is  Borrower's
representation and warranty on that date that the representations and warranties
of Section 5 remain true.

4        CREATION OF SECURITY INTEREST

4.1      Grant of Security Interest.

         Borrower  grants Bank a continuing  security  interest in all presently
existing and later acquired Collateral to secure all Obligations and performance
of each of  Borrower's  duties under the Loan  Documents.  Except for  Permitted
Liens, any security  interest will be a first priority  security interest in the
Collateral.  Bank  may  place  a  "hold"  on  any  deposit  account  pledged  as
Collateral.  If this Agreement is terminated,  Bank's lien and security interest
in the Collateral will continue until Borrower fully satisfies its Obligations.

5        REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants as follows:

5.1      Due Organization and Authorization.

         Borrower and each  Subsidiary  is duly existing and in good standing in
its state of formation and qualified and licensed to do business in, and in good
standing in, any state in which the conduct of its business or its  ownership of
property requires that it be qualified,  except where the failure to do so could
reasonably be expected to cause a Material Adverse Change.

         The execution, delivery and performance of the Loan Documents have been
duly authorized,  and do not conflict with Borrower's formation  documents,  nor
constitute an event of default under any material agreement by which Borrower is
bound. Borrower is not in default under any agreement to which or by which it is
bound in which  the  default  could  cause  reasonably  be  expected  to cause a
Material Adverse Change.

5.2      Collateral.

         Borrower  has  good  title  to the  Collateral,  free of  Liens  except
Permitted  Liens.  All  Inventory  is in  all  material  respects  of  good  and
marketable quality, free from material defects.

5.3      Litigation.

         Except as shown in the  Schedule,  there are no actions or  proceedings
pending  or, to the  knowledge  of  Borrower's  Responsible  Officers  and legal
counsel,  threatened by or against  Borrower or any Subsidiary in which a likely
adverse  decision  could  reasonably  be  expected  to cause a Material  Adverse
Change.

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5.4      No Material Adverse Change in Financial Statements.

         All consolidated financial statements for Borrower, and any Subsidiary,
delivered  to  Bank  fairly   present  in  all  material   respects   Borrower's
consolidated   financial  condition  and  Borrower's   consolidated  results  of
operations.  There  has  not  been  any  material  deterioration  in  Borrower's
consolidated  financial  condition  since the date of the most recent  financial
statements submitted to Bank.

5.5      Solvency.

         The fair salable value of Borrower's assets  (including  goodwill minus
disposition  costs) exceeds the fair value of its  liabilities;  the Borrower is
not  left  with  unreasonably  small  capital  after  the  transactions  in this
Agreement; and Borrower is able to pay its debts (including trade debts) as they
mature.

5.6      Regulatory Compliance.

         Borrower is not an "investment company" or a company "controlled" by an
"investment  company" under the Investment  Company Act. Borrower is not engaged
as one of its important  activities in extending  credit for margin stock (under
Regulations  T and U of the Federal  Reserve Board of  Governors).  Borrower has
complied in all material  respects  with the Federal Fair Labor  Standards  Act.
Borrower has not violated any laws,  ordinances or rules, the violation of which
could  reasonably  be  expected  to cause a  Material  Adverse  Change.  None of
Borrower's or any Subsidiary's properties or assets has been used by Borrower or
any Subsidiary or, to the best of Borrower's knowledge,  by previous Persons, in
disposing, producing, storing, treating, or transporting any hazardous substance
other than legally.  Borrower and each  Subsidiary has timely filed all required
tax returns and paid,  or made  adequate  provision to pay, all material  taxes,
except those being  contested in good faith with adequate  reserves  under GAAP.
Borrower  and  each   Subsidiary  has  obtained  all  consents,   approvals  and
authorizations  of, made all declarations or filings with, and given all notices
to, all  government  authorities  that are necessary to continue its business as
currently  conducted,  except where the failure to do so could not reasonably be
expected to cause a Material Adverse Change.

5.7      Subsidiaries.

         Borrower does not own any stock,  partnership  interest or other equity
securities except for Permitted Investments.

5.8      Full Disclosure.

         No written  representation,  warranty or other statement of Borrower in
any certificate or written statement given to Bank (taken together with all such
written  certificates  and  written  statements  to Bank)  contains  any  untrue
statement of a material fact or omits to state a material fact necessary to make
the statements  contained in the  certificates or statements not misleading.  It
being recognized by Bank that the projections and forecasts provided by Borrower
in good faith and based upon reasonable  assumptions are not viewed as facts and
that actual results during the period or periods covered by such projections and
forecasts may differ from the projected and forecasted results.

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6        AFFIRMATIVE COVENANTS

         Borrower will do all of the following:

6.1      Government Compliance.

         Borrower will maintain its and all  Subsidiaries'  legal  existence and
good standing in its  jurisdiction  of formation and maintain  qualification  in
each  jurisdiction  in which the  failure  to so  qualify  would  reasonably  be
expected  to  cause  a  material  adverse  effect  on  Borrower's   business  or
operations.  Borrower will comply,  and have each  Subsidiary  comply,  with all
laws,  ordinances  and  regulations to which it is subject,  noncompliance  with
which could have a material adverse effect on Borrower's  business or operations
or would reasonably be expected to cause a Material Adverse Change.

6.2      Financial Statements, Reports, Certificates.

         (a) Borrower  will deliver to Bank:  (i) as soon as  available,  but no
later  than 30 days  after  the  last  day of each  month,  a  company  prepared
consolidated balance sheet and income statement covering Borrower's consolidated
operations during the period,  in a form and certified by a Responsible  Officer
acceptable  to Bank;  (ii)  within 5 days of filing,  copies of all  statements,
reports and notices made  available  to  Borrower's  security  holders or to any
holders of  Subordinated  Debt and all reports on Form 10-K,  10-Q and 8-K filed
with the Securities and Exchange Commission;  (iii) a prompt report of any legal
actions  pending or threatened  against  Borrower or any  Subsidiary  that could
result in damages or costs to  Borrower or any  Subsidiary  of $100,000 or more;
and  (iv)  budgets,  sales  projections,  operating  plans  or  other  financial
information Bank reasonably requests.

         (b)  Within 30 days  after the last day of each  month,  Borrower  will
deliver to Bank with the monthly financial  statements a Compliance  Certificate
signed by a Responsible Officer in the form of Exhibit C.

         (c) Bank has the right to audit  Borrower's  Collateral  at  Borrower's
expense, but, at such times as outstanding Advances exist or prior to an initial
Advance,  the audits will be  conducted  no more often than every year unless an
Event of Default has occurred and is continuing.

6.3      Inventory; Returns.

         Borrower will keep all Inventory in good and marketable condition, free
from material defects.  Returns and allowances  between Borrower and its account
debtors will follow Borrower's customary practices as they exist at execution of
this Agreement.  Borrower must promptly notify Bank of all returns,  recoveries,
disputes and claims, that involve more than $50,000.

6.4      Taxes.

         Borrower will make, and cause each  Subsidiary to make,  timely payment
of all material federal,  state, and local taxes or assessments and will deliver
to Bank, on demand, appropriate certificates attesting to the payment.

6.5      Insurance.

         Borrower  will keep its business and the  Collateral  insured for risks
and in amounts, as Bank may reasonably request.  Insurance policies will be in a
form,  with  companies,  and in amounts that are  satisfactory to Bank in Bank's
reasonable  discretion.  All property policies will have a lender's loss payable
endorsement  showing Bank as an additional loss payee and all liability policies
will show the Bank as an  additional  insured and provide  that the insurer must
give

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Bank at least 20 days notice  before  canceling its policy.  At Bank's  request,
Borrower will deliver  certified  copies of policies and evidence of all premium
payments.  Proceeds payable under any policy will, at Bank's option,  be payable
to Bank on account of the Obligations.

6.6      Primary Accounts.

         Borrower will maintain its primary  depository  and operating  accounts
with Bank.

6.7      Financial Covenants.

         Borrower will maintain as of the last day of each month:

                  (i)  Quick   Ratio.   A  ratio  of  Quick  Assets  to  Current
Liabilities of at least 2.00 to 1.00.

                  (ii)   Debt/Tangible   Net  Worth  Ratio.  A  ratio  of  Total
Liabilities less  Subordinated Debt to Tangible Net Worth plus Subordinated Debt
of not more than 1.00 to 1.00.

                  (iii)  Profitability.  Borrower will have a minimum net profit
of $1 for each  quarter,  except that  Borrower  may suffer a loss not to exceed
$2,000,000 for the fiscal quarter ended June 30, 1999.

6.8      Further Assurances.

         Borrower will execute any further  instruments  and take further action
as Bank reasonably  requests to perfect or continue Bank's security  interest in
the Collateral or to effect the purposes of this Agreement.

7        NEGATIVE COVENANTS

         Borrower will not do any of the following  without Bank's prior written
consent, which will not be unreasonably withheld:

7.1      Dispositions.

         Convey,  sell,  lease,  transfer or otherwise  dispose of (collectively
"Transfer"),  or permit any of its Subsidiaries to Transfer,  all or any part of
its business or property,  other than Transfers (i) of Inventory in the ordinary
course of business;  (ii) of non-exclusive licenses and similar arrangements for
the use of the property of Borrower or its  Subsidiaries  in the ordinary course
of business; or (iii) of worn-out or obsolete Equipment.

7.2      Changes in Business, Ownership, Management or Business Locations.

         Engage in or permit any of its  Subsidiaries  to engage in any business
other than the businesses currently engaged in by Borrower or reasonably related
thereto or have a material change in its ownership or management (other than the
sale of Borrower's  equity securities in a public offering or to venture capital
investors  approved by Bank) of greater than 25%.  Borrower will not, without at
least 30 days prior written notice,  relocate its chief executive  office or add
any new offices or business locations.

7.3      Mergers or Acquisitions.

         Merge or  consolidate,  or permit any of its  Subsidiaries  to merge or
consolidate,   with  any  other  Person,  or  acquire,  or  permit  any  of  its
Subsidiaries  to  acquire,  all or  substantially  all of the  capital  stock or
property of another  Person,  except  where (i) no Event of Default has occurred
and is  continuing  or would  result  from such  action  during the term of this
Agreement  and (ii) result

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in a decrease of more than 25% of Tangible Net Worth.  A Subsidiary may merge or
consolidate into another Subsidiary or into Borrower.

7.4      Indebtedness.

         Create, incur, assume, or be liable for any Indebtedness, or permit any
Subsidiary to do so, other than Permitted Indebtedness.

7.5      Encumbrance.

         Create,  incur, or allow any Lien on any of its property,  or assign or
convey any right to  receive  income,  including  the sale of any  Accounts,  or
permit any of its  Subsidiaries to do so, except for Permitted  Liens, or permit
any Collateral not to be subject to the first priority security interest granted
here, subject to Permitted Liens.

7.6      Distributions; Investments.

         Directly  or  indirectly  acquire  or  own  any  Person,  or  make  any
Investment in any Person, other than Permitted Investments, or permit any of its
Subsidiaries to do so. Pay any dividends or make any  distribution or payment or
redeem, retire or purchase any capital stock.

7.7      Transactions with Affiliates.

         Directly or indirectly  enter or permit any material  transaction  with
any Affiliate except  transactions that are in the ordinary course of Borrower's
business, on terms less favorable to Borrower than would be obtained in an arm's
length transaction with a non-affiliated Person.

7.8      Subordinated Debt.

         Make or permit any payment on any Subordinated  Debt,  except under the
terms of the Subordinated  Debt, or amend any provision in any document relating
to the Subordinated Debt without Bank's prior written consent.

7.9      Compliance.

         Become  an  "investment   company"  or  a  company   controlled  by  an
"investment  company," under the Investment  Company Act of 1940 or undertake as
one of its  important  activities  extending  credit to purchase or carry margin
stock,  or use the proceeds of any Credit  Extension for that  purpose;  fail to
meet the minimum  funding  requirements of ERISA,  permit a Reportable  Event or
Prohibited  Transaction,  as defined in ERISA, to occur; fail to comply with the
Federal Fair Labor Standards Act or violate any other law or regulation,  if the
violation  could  reasonable  be expected to have a material  adverse  effect on
Borrower's  business or  operations  or would  reasonably be expected to cause a
Material Adverse Change, or permit any of its Subsidiaries to do so.

8        EVENTS OF DEFAULT

         Any one of the following is an Event of Default:

8.1      Payment Default.

         If  Borrower  fails to pay any of the  Obligations  within 3 days after
their due date.  During the additional period the failure to cure the default is
not an Event of Default  (but no Credit  Extension  will be made during the cure
period);

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8.2      Covenant Default.

         If Borrower  does not perform any  obligation  in Section 6 or violates
any  covenant  in Section 7 or does not  perform or observe  any other  material
term,  condition or covenant in this Agreement,  any Loan  Documents,  or in any
agreement  between  Borrower  and  Bank  and as to any  default  under  a  term,
condition  or covenant  that can be cured,  has not cured the default  within 10
days after it occurs, or if the default cannot be cured within 10 days or cannot
be cured after Borrower's  attempts within 10 day period, and the default may be
cured within a reasonable  time, then Borrower has an additional  period (of not
more than 30 days) to attempt to cure the default.  During the additional  time,
the  failure  to cure the  default  is not an Event of  Default  (but no  Credit
Extensions will be made during the cure period);

8.3      Material Adverse Change.

         (i) If there occurs a material impairment in the perfection or priority
of the  Bank's  security  interest  in the  Collateral  or in the  value of such
Collateral  (other  than normal  depreciation)  which is not covered by adequate
insurance or (ii) if the Bank determines, based upon information available to it
and in its  reasonable  judgment,  that there is a  reasonable  likelihood  that
Borrower  will fail to comply  with one or more of the  financial  covenants  in
Section 6 during the next succeeding financial reporting period.

8.4      Attachment.

         If any  material  portion of  Borrower's  assets is  attached,  seized,
levied on, or comes into possession of a trustee or receiver and the attachment,
seizure  or  levy  is not  removed  in 10  days,  or if  Borrower  is  enjoined,
restrained,  or prevented by court order from  conducting a material part of its
business or if a judgment or other claim becomes a Lien on a material portion of
Borrower's  assets, or if a notice of lien, levy, or assessment is filed against
any of Borrower's  assets by any  government  agency and not paid within 10 days
after Borrower receives notice.  These are not Events of Default if stayed or if
a bond is posted pending  contest by Borrower (but no Credit  Extensions will be
made during the cure period);

8.5      Insolvency.

         If  Borrower  becomes  insolvent  or if Borrower  begins an  Insolvency
Proceeding  or an  Insolvency  Proceeding  is  begun  against  Borrower  and not
dismissed or stayed within 30 days (but no Credit Extensions will be made before
any Insolvency Proceeding is dismissed);

8.6      Other Agreements.

         If there is a default in any  agreement  between  Borrower  and a third
party  that  gives the third  party the  right to  accelerate  any  Indebtedness
exceeding $100,000 or that could cause a Material Adverse Change;

8.7      Judgments.

         If a money judgment(s) in the aggregate of at least $50,000 is rendered
against  Borrower  and is  unsatisfied  and  unstayed for 10 days (but no Credit
Extensions will be made before the judgment is stayed or satisfied); or

8.8      Misrepresentations.

         If  Borrower  or any Person  acting  for  Borrower  makes any  material
misrepresentation  or  material  misstatement  now or later in any  warranty  or
representation  in this  Agreement  or in any  writing  delivered  to Bank or to
induce Bank to enter this Agreement or any Loan Document.

                                       11

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9        BANK'S RIGHTS AND REMEDIES

9.1      Rights and Remedies.

         When an Event of Default occurs and continues Bank may,  without notice
or demand, do any or all of the following:

         (a)  Declare all  Obligations  immediately  due and payable  (but if an
Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Bank);

         (b) Stop advancing  money or extending  credit for  Borrower's  benefit
under this Agreement or under any other agreement between Borrower and Bank;

         (c) Settle or adjust  disputes and claims directly with account debtors
for amounts, on terms and in any order that Bank considers advisable;

         (d)  Make  any  payments  and do any  acts it  considers  necessary  or
reasonable  to protect its security  interest in the  Collateral.  Borrower will
assemble  the  Collateral  if  Bank  requires  and  make  it  available  as Bank
designates.  Bank may enter premises  where the Collateral is located,  take and
maintain possession of any part of the Collateral,  and pay, purchase,  contest,
or  compromise  any Lien which  appears to be prior or superior to its  security
interest and pay all expenses incurred.  Borrower grants Bank a license to enter
and occupy any of its premises, without charge, to exercise any of Bank's rights
or remedies;

         (e) Apply to the  Obligations any (i) balances and deposits of Borrower
it holds,  or (ii) any  amount  held by Bank  owing to or for the  credit or the
account of Borrower;

         (f) Ship, reclaim,  recover, store, finish,  maintain,  repair, prepare
for sale, advertise for sale, and sell the Collateral; and

         (g) Dispose of the Collateral according to the Code.

9.2      Power of Attorney.

         Effective only when an Event of Default occurs and continues,  Borrower
irrevocably appoints Bank as its lawful attorney to: (i) endorse Borrower's name
on any checks or other forms of payment or security;  (ii) sign  Borrower's name
on any  invoice or bill of lading  for any  Account  or drafts  against  account
debtors,  (iii) make, settle,  and adjust all claims under Borrower's  insurance
policies; (iv) settle and adjust disputes and claims about the Accounts directly
with account debtors, for amounts and on terms Bank determines  reasonable;  and
(v) transfer the  Collateral  into the name of Bank or a third party as the Code
permits.  Bank may exercise the power of attorney to sign Borrower's name on any
documents  necessary  to perfect or  continue  the  perfection  of any  security
interest  regardless  of  whether  an  Event of  Default  has  occurred.  Bank's
appointment as Borrower's attorney in fact, and all of Bank's rights and powers,
coupled with an interest,  are irrevocable until all Obligations have been fully
repaid  and  performed  and  Bank's  obligation  to  provide  Credit  Extensions
terminates.

9.3      Accounts Collection.

         When an Event of  Default  occurs  and  continues,  Bank may notify any
Person owing Borrower money of Bank's security  interest in the funds and verify
the amount of the Account.  Borrower must collect all payments in trust for Bank
and, if requested by Bank,  immediately deliver the payments to Bank in the form
received from the account debtor, with proper endorsements for deposit.

                                       12

<PAGE>


9.4      Bank Expenses.

         If Borrower  fails to pay any amount or furnish any  required  proof of
payment  to third  persons,  Bank may make all or part of the  payment or obtain
insurance  policies  required  in Section  6.5,  and take any  action  under the
policies  Bank deems  prudent.  Any amounts  paid by Bank are Bank  Expenses and
immediately  due and payable,  bearing  interest at the then applicable rate and
secured by the  Collateral.  No payments by Bank are deemed an agreement to make
similar payments in the future or Bank's waiver of any Event of Default.

9.5      Bank's Liability for Collateral.

         If Bank complies with reasonable banking practices and Section 9-207 of
the Code, it is not liable for: (a) the safekeeping of the  Collateral;  (b) any
loss or  damage  to the  Collateral;  (c) any  diminution  in the  value  of the
Collateral; or (d) any act or default of any carrier,  warehouseman,  bailee, or
other person.  Borrower  bears all risk of loss,  damage or  destruction  of the
Collateral.

9.6      Remedies Cumulative.

         Bank's rights and remedies under this  Agreement,  the Loan  Documents,
and all other  agreements  are  cumulative.  Bank has all  rights  and  remedies
provided under the Code, by law, or in equity.  Bank's  exercise of one right or
remedy is not an  election,  and Bank's  waiver of any Event of Default is not a
continuing waiver. Bank's delay is not a waiver,  election, or acquiescence.  No
waiver is effective  unless  signed by Bank and then is only  effective  for the
specific instance and purpose for which it was given.

9.7      Demand Waiver.

         Borrower  waives  demand,  notice of  default  or  dishonor,  notice of
payment and nonpayment,  notice of any default, nonpayment at maturity, release,
compromise,   settlement,   extension,   or  renewal  of  accounts,   documents,
instruments,  chattel paper,  and  guarantees  held by Bank on which Borrower is
liable.

10       NOTICES

         All notices or demands by any party about this  Agreement  or any other
related  agreement must be in writing and be personally  delivered or sent by an
overnight delivery service,  by certified mail, postage prepaid,  return receipt
requested,  or by  telefacsimile  to the addresses set forth at the beginning of
this Agreement.  A party may change its notice address by giving the other party
written notice.

11       CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

         California law governs the Loan Documents  without regard to principles
of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction
of the State and Federal courts in Santa Clara County, California.

BORROWER  AND BANK EACH WAIVE  THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF  ACTION  ARISING  OUT  OF  ANY  OF THE  LOAN  DOCUMENTS  OR ANY  CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS
WAIVER IS A MATERIAL  INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS  AGREEMENT.
EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

                                       13

<PAGE>


12       GENERAL PROVISIONS

12.1     Successors and Assigns.

         This  Agreement  binds and is for the  benefit  of the  successors  and
permitted  assigns of each party.  Borrower may not assign this Agreement or any
rights under it without  Bank's prior  written  consent  which may be granted or
withheld  in Bank's  discretion.  Bank has the right,  without the consent of or
notice to Borrower, to sell, transfer,  negotiate, or grant participation in all
or any part of, or any  interest  in,  Bank's  obligations,  rights and benefits
under this Agreement.

12.2     Indemnification.

         Borrower  will  indemnify,  defend  and  hold  harmless  Bank  and  its
officers,  employees, and agents against: (a) all obligations,  demands, claims,
and liabilities  asserted by any other party in connection with the transactions
contemplated  by the  Loan  Documents;  and (b)  all  losses  or  Bank  Expenses
incurred,  or paid by Bank from,  following,  or  consequential  to transactions
between Bank and Borrower  (including  reasonable  attorneys fees and expenses),
except for losses caused by Bank's gross negligence or willful misconduct.

12.3     Time of Essence.

         Time is of the essence for the  performance of all  obligations in this
Agreement.

12.4     Severability of Provision.

         Each  provision  of  this  Agreement  is  severable  from  every  other
provision in determining the enforceability of any provision.

12.5     Amendments in Writing, Integration.

         All  amendments  to this  Agreement  must be in  writing  and signed by
Borrower and Bank.  This Agreement  represents the entire  agreement  about this
subject  matter,  and supersedes  prior  negotiations  or agreements.  All prior
agreements,  understandings,   representations,   warranties,  and  negotiations
between the parties about the subject matter of this  Agreement  merge into this
Agreement and the Loan Documents.

12.6     Counterparts.

         This  Agreement  may be executed in any number of  counterparts  and by
different  parties on separate  counterparts,  each of which,  when executed and
delivered, are an original, and all taken together, constitute one Agreement.

12.7     Survival.

         All covenants,  representations  and warranties  made in this Agreement
continue in full force while any Obligations remain outstanding. The obligations
of Borrower in Section 12.2 to indemnify Bank will survive until all statutes of
limitations for actions that may be brought against Bank have run.

12.8     Confidentiality.

         In handling any confidential  information,  Bank will exercise the same
degree  of care  that it  exercises  for its own  proprietary  information,  but
disclosure of information  may be made (i) to Bank's  subsidiaries or affiliates
in connection with their business with Borrower, (ii) to prospective transferees
or  purchasers  of  any  interest  in the  loans,  (iii)  as  required  by  law,
regulation, subpoena, or other order, (iv) as required in connection with Bank's
examination or audit and

                                       14

<PAGE>


(v) as Bank considers  appropriate  exercising  remedies  under this  Agreement.
Confidential information does not include information that either: (a) is in the
public domain or in Bank's possession when disclosed to Bank, or becomes part of
the public  domain after  disclosure  to Bank;  or (b) is disclosed to Bank by a
third  party,  if Bank  does not know that the third  party is  prohibited  from
disclosing the information.

12.9     Effect of Amendment and Restatement.

         This  Agreement is intended to and does  completely  amend and restate,
without  novation,  the  Original  Agreement.  All  credit  extensions  or loans
outstanding  under  the  Original   Agreement  are  and  shall  continue  to  be
outstanding  under this  Agreement.  All security  interests  granted  under the
Original  Agreement  are hereby  confirmed  and ratified  and shall  continue to
secure all Obligations under this Agreement.

12.10    Attorneys' Fees, Costs and Expenses.

         In any action or  proceeding  between  Borrower and Bank arising out of
the Loan  Documents,  the  prevailing  party will be  entitled  to  recover  its
reasonable  attorneys' fees and other reasonable costs and expenses incurred, in
addition to any other relief to which it may be entitled.

13       DEFINITIONS

13.1     Definitions.

         In this Agreement:

         "Accounts"  are all  existing  and  later  arising  accounts,  contract
rights, and other obligations owed Borrower in connection with its sale or lease
of goods  (including  licensing  software and other  technology) or provision of
services, all credit insurance,  guaranties,  other security and all merchandise
returned or reclaimed by Borrower and  Borrower's  Books  relating to any of the
foregoing.

         "Advance"  or  "Advances"  is a loan  advance (or  advances)  under the
Committed Revolving Line.

         "Affiliate"  of a Person is a Person that owns or controls  directly or
indirectly the Person,  any Person that controls or is controlled by or is under
common  control  with the Person,  and each of that  Person's  senior  executive
officers,  directors,  partners and, for any Person that is a limited  liability
company, that Person's managers and members.

         "Bank  Expenses" are all audit fees and expenses and  reasonable  costs
and expenses (including  reasonable attorneys' fees and expenses) for preparing,
negotiating,   administering,   defending  and  enforcing  the  Loan   Documents
(including appeals or Insolvency Proceedings).

         "Borrower's  Books"  are all  Borrower's  books and  records  including
ledgers,  records regarding  Borrower's  assets or liabilities,  the Collateral,
business operations or financial condition and all computer programs or discs or
any equipment containing the information.

         "Business  Day" is any day that is not a  Saturday,  Sunday or a day on
which the Bank is closed.

         "Closing Date" is the date of this Agreement.

         "Code" is the California Uniform Commercial Code.

         "Collateral" is the property described on Exhibit A.

                                       15

<PAGE>


         "Committed Revolving Line" is an Advance of up to $10,000,000.

         "Contingent  Obligation"  is, for any  Person,  any direct or  indirect
liability,  contingent or not, of that Person for (i) any  indebtedness,  lease,
dividend,  letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed,  endorsed,  co-made,  discounted or sold with
recourse by that  Person,  or for which that  Person is  directly or  indirectly
liable;  (ii) any  obligations  for undrawn letters of credit for the account of
that  Person;  and (iii) all  obligations  from any interest  rate,  currency or
commodity  swap  agreement,  interest  rate cap or  collar  agreement,  or other
agreement or arrangement  designated to protect a Person against  fluctuation in
interest rates,  currency  exchange rates or commodity  prices;  but "Contingent
Obligation"  does not include  endorsements  in the ordinary course of business.
The amount of a Contingent  Obligation is the stated or determined amount of the
primary  obligation  for  which  the  Contingent  Obligation  is made or, if not
determinable,  the maximum reasonably anticipated liability for it determined by
the Person in good  faith;  but the  amount  may not  exceed the  maximum of the
obligations under the guarantee or other support arrangement.

         "Credit  Extension"  is  each  Advance,   Letter  of  Credit,  Exchange
Contract, or any other extension of credit by Bank for Borrower's benefit.

         "Current  Liabilities"  are the aggregate  amount of  Borrower's  Total
Liabilities which mature within one (1) year.

         "Eligible  Accounts" are Accounts in the ordinary  course of Borrower's
business that meet all Borrower's  representations  and warranties in Section 5;
but Bank may change eligibility standards by giving Borrower notice. Unless Bank
agrees otherwise in writing, Eligible Accounts will not include:

         (a)  Accounts  that the  account  debtor has not paid within 90 days of
         invoice date;

         (b) Accounts for an account debtor,  50% or more of whose Accounts have
         not been paid within 90 days of invoice date;

         (c)  Credit balances over 90 days from invoice date;

         (d) Accounts for an account debtor,  including Affiliates,  whose total
         obligations  to Borrower  exceed 25% of all  Accounts,  for the amounts
         that exceed that percentage, unless the Bank approves in writing;

         (e) Accounts for which the account  debtor does not have its  principal
         place of business in the United States;

         (f) Accounts for which the account debtor is a federal,  state or local
         government entity or any department, agency, or instrumentality;

         (g) Accounts for which Borrower owes the account debtor, but only up to
         the amount owed (sometimes called "contra" accounts,  accounts payable,
         customer deposits or credit accounts);

         (h) Accounts for  demonstration or promotional  equipment,  or in which
         goods  are  consigned,  sales  guaranteed,  sale  or  return,  sale  on
         approval, bill and hold, or other terms if account debtor's payment may
         be conditional;

         (i)  Accounts  for which the account  debtor is  Borrower's  Affiliate,
         officer, employee, or agent;

                                       16

<PAGE>


         (j) Accounts in which the account  debtor  disputes  liability or makes
         any claim and Bank believes  there may be a basis for dispute (but only
         up to the  disputed or claimed  amount),  or if the  Account  Debtor is
         subject to an Insolvency Proceeding,  or becomes insolvent, or goes out
         of business;

         (k)  Accounts for which Bank  reasonably  determines  collection  to be
         doubtful.

         "Equipment"  is all present  and future  machinery,  equipment,  tenant
improvements,  furniture,  fixtures,  vehicles,  tools, parts and attachments in
which Borrower has any interest.

         "ERISA" is the Employment  Retirement  Income Security Act of 1974, and
its regulations.

         "FX Forward Contract" is defined in Section 2.1.3.

         "FX Reserve " is defined in Section 2.1.3.

         "GAAP" is generally accepted accounting principles.

         "Indebtedness"  is (a)  indebtedness for borrowed money or the deferred
price of property or services,  such as reimbursement  and other obligations for
surety bonds and letters of credit, (b) obligations  evidenced by notes,  bonds,
debentures  or  similar  instruments,  (c)  capital  lease  obligations  and (d)
Contingent Obligations.

         "Insolvency  Proceeding" are proceedings by or against any Person under
the United States  Bankruptcy  Code, or any other  bankruptcy or insolvency law,
including  assignments  for the benefit of creditors,  compositions,  extensions
generally  with  its   creditors,   or   proceedings   seeking   reorganization,
arrangement, or other relief.

         "Inventory"  is present and future  inventory in which Borrower has any
interest,  including merchandise,  raw materials,  parts, supplies,  packing and
shipping  materials,  work in process and finished products intended for sale or
lease  or to be  furnished  under a  contract  of  service,  of  every  kind and
description  now or later  owned by or in the custody or  possession,  actual or
constructive, of Borrower, including inventory temporarily out of its custody or
possession or in transit and including returns on any accounts or other proceeds
(including  insurance  proceeds)  from  the  sale or  disposition  of any of the
foregoing and any documents of title.

         "Investment"   is  any  beneficial   ownership  of  (including   stock,
partnership  interest or other securities) any Person,  or any loan,  advance or
capital contribution to any Person.

         "Letter of Credit" is defined in Section 2.1.2.

         "LIBOR Supplement" is attached hereto as Exhibit A-1.

         "Lien" is a mortgage,  lien, deed of trust,  charge,  pledge,  security
interest or other encumbrance.

         "Loan Documents" are, collectively,  this Agreement, any note, or notes
or guaranties executed by Borrower or Guarantor, and any other present or future
agreement  between  Borrower  and/or for the benefit of Bank in connection  with
this Agreement, all as amended, extended or restated.

         "Material Adverse Change" is defined in Section 8.3.

         "Obligations" are debts,  principal,  interest, Bank Expenses and other
amounts  Borrower owes Bank now or later,  including cash  management  services,
letters of credit and foreign

                                       17

<PAGE>


exchange  contracts,  if any and including  interest  accruing after  Insolvency
Proceedings begin and debts, liabilities, or obligations of Borrower assigned to
Bank.

         "Original Agreement" has the meaning set forth in recital paragraph A.

         "Permitted Indebtedness" is:

         (a) Borrower's  indebtedness  to Bank under this Agreement or any other
Loan Document;

         (b)  Indebtedness  existing  on  the  Closing  Date  and  shown  on the
Schedule;

         (c) Subordinated Debt;

         (d) Indebtedness to trade creditors  incurred in the ordinary course of
business; and

         (e)  Indebtedness secured by Permitted Liens.

         "Permitted Investments" are:

         (a) Investments shown on the Schedule and existing on the Closing Date;
and

         (b)  (i)  marketable  direct   obligations  issued  or  unconditionally
guaranteed  by the United  States or its agency or any State  maturing  within 1
year from its  acquisition,  (ii) commercial  paper maturing no more than 1 year
after its creation and having the highest  rating from either  Standard & Poor's
Corporation or Moody's Investors Service, Inc., and (iii) Bank's certificates of
deposit issued maturing no more than 1 year after issue.

         "Permitted Liens" are:

         (a) Liens  existing  on the Closing  Date and shown on the  Schedule or
arising under this Agreement or other Loan Documents;

         (b) Liens for taxes,  fees,  assessments or other government charges or
levies,  either not  delinquent  or being  contested in good faith and for which
Borrower maintains adequate reserves on its Books, if they have no priority over
any of Bank's security interests;

         (c) Purchase money Liens (i) on Equipment  acquired or held by Borrower
or its Subsidiaries incurred for financing the acquisition of the Equipment,  or
(ii)  existing  on  equipment  when  acquired,  if the Lien is  confined  to the
property and improvements and the proceeds of the equipment;

         (d) Leases or  subleases  and  licenses or  sublicenses  granted in the
ordinary  course of  Borrower's  business and any interest or title of a lessor,
licensor or under any lease or license, if the leases,  subleases,  licenses and
sublicenses permit granting Bank a security interest;

         (e) Liens  incurred in the  extension,  renewal or  refinancing  of the
indebtedness  secured by Liens  described in (a) through (c), but any extension,
renewal or  replacement  Lien must be limited to the property  encumbered by the
existing Lien and the principal amount of the indebtedness may not increase.

         "Person" is any individual, sole proprietorship,  partnership,  limited
liability company,  joint venture,  company association,  trust,  unincorporated
organization, association, corporation, institution, public benefit corporation,
firm, joint stock company, estate, entity or government agency.

                                       18

<PAGE>


         "Prepayment  Fee" is a fee on any  portion  of the  Obligations  with a
fixed interest rate (the "Fixed  Obligations") paid before the payment due date.
"Base Interest Rate" means Bank's initial cost of funding the Fixed Obligations.
The Prepayment Fee is calculated as follows:  First,  Bank determines a "Current
Market  Rate"  based on what the Bank would  receive if it loaned the  remaining
amount on the prepayment date in a wholesale  funding market matching  maturity,
remaining  principal and interest  amounts and  principal  and interest  payment
dates (the aggregate  payments  received are the "Current  Market Rate Amount").
Bank may select any wholesale  funding  market rate as the Current  Market Rate.
Second,  Bank will take the prepayment amount and calculate the present value of
each remaining  principal and interest payment which,  without  prepayment,  the
Bank would have received during the term of the Fixed Obligations using the Base
Interest Rate. The sum of the present value  calculations is the "Mark to Market
Amount."  Third,  the Bank  will  subtract  the Mark to Market  Amount  from the
Current Market Rate Amount. Any amount greater than zero is the Prepayment Fee.

         "Prime Rate" is Bank's most recently announced "prime rate," even if it
is not Bank's lowest rate.

         "Quick  Assets"  is,  on  any  date,   the   Borrower's   consolidated,
unrestricted  cash,  cash  equivalents,   net  billed  accounts  receivable  and
investments  with  maturities  of fewer than 12 months  determined  according to
GAAP.

         "Responsible  Officer"  is each of the  Chief  Executive  Officer,  the
President, the Chief Financial Officer and the Controller of Borrower.

         "Revolving Maturity Date" is December 1, 1999.

         "Schedule" is any attached schedule of exceptions.

         "Subordinated  Debt"  is debt  incurred  by  Borrower  subordinated  to
Borrower's debt to Bank (and identified as subordinated by Borrower and Bank).

         "Subsidiary"  is for any Person,  or any other business entity of which
more  than  50% of the  voting  stock  or  other  equity  interests  is owned or
controlled,  directly or indirectly,  by the Person or one or more Affiliates of
the Person.

         "Tangible Net Worth" is, on any date, the consolidated  total assets of
Borrower  and its  Subsidiaries  minus,  (i)  any  amounts  attributable  to (a)
goodwill,  (b) intangible  items such as unamortized  debt discount and expense,
Patents,  trade and  service  marks  and  names,  Copyrights  and  research  and
development  expenses  except  prepaid  expenses,  and (c)  reserves not already
deducted from assets, and (ii) Total Liabilities.

         "Total Liabilities" is on any day, obligations that should, under GAAP,
be classified as liabilities on Borrower's consolidated balance sheet, including
all Indebtedness,  and current portion Subordinated Debt allowed to be paid, but
excluding all other Subordinated Debt.


BORROWER:

Spectrian Corporation

By: ______________________________________

Title: ___________________________________

                                       19

<PAGE>


BANK:

SILICON VALLEY BANK

By: ______________________________________

Title: ___________________________________

                                       20

<PAGE>


                                    EXHIBIT A

         The Collateral  consists of all of Borrower's right, title and interest
in and to the following:

         All goods and  equipment  now owned or hereafter  acquired,  including,
without limitation, all machinery,  fixtures, vehicles (including motor vehicles
and trailers),  and any interest in any of the foregoing,  and all  attachments,
accessories,   accessions,   replacements,    substitutions,    additions,   and
improvements to any of the foregoing, wherever located;

         All  inventory,  now owned or hereafter  acquired,  including,  without
limitation,  all  merchandise,  raw  materials,  parts,  supplies,  packing  and
shipping  materials,  work in  process  and  finished  products  including  such
inventory  as is  temporarily  out of  Borrower's  custody or  possession  or in
transit and including any returns upon any accounts or other proceeds, including
insurance  proceeds,  resulting  from  the  sale  or  disposition  of any of the
foregoing and any documents of title representing any of the above;

         All  contract  rights and general  intangibles  now owned or  hereafter
acquired,  including, without limitation,  goodwill,  trademarks,  servicemarks,
trade  styles,  trade  names,  patents,  patent  applications,  leases,  license
agreements,   franchise  agreements,   blueprints,  drawings,  purchase  orders,
customer lists, route lists, infringements,  claims, computer programs, computer
discs, computer tapes, literature,  reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

         All now existing  and  hereafter  arising  accounts,  contract  rights,
royalties,  license rights and all other forms of obligations  owing to Borrower
arising out of the sale or lease of goods,  the  licensing of  technology or the
rendering of services by Borrower, whether or not earned by performance, and any
and all credit insurance,  guaranties,  and other security therefor,  as well as
all merchandise returned to or reclaimed by Borrower;

         All  documents,   cash,   deposit  accounts,   securities,   securities
entitlements,   securities  accounts,  investment  property,  financial  assets,
letters of credit,  certificates  of deposit,  instruments and chattel paper now
owned or hereafter acquired and Borrower's Books relating to the foregoing;

         All copyright rights,  copyright applications,  copyright registrations
and like  protections in each work of authorship  and  derivative  work thereof,
whether  published or unpublished,  now owned or hereafter  acquired;  all trade
secret  rights,  including  all  rights  to  unpatented  inventions,   know-how,
operating manuals,  license rights and agreements and confidential  information,
now owned or hereafter  acquired;  all mask work or similar rights available for
the protection of  semiconductor  chips,  now owned or hereafter  acquired;  all
claims for damages by way of any past, present and future infringement of any of
the foregoing; and

         All Borrower's  Books relating to the foregoing and any and all claims,
rights and interests in any of the above and all  substitutions  for,  additions
and accessions to and proceeds thereof.


<PAGE>


                                   EXHIBIT A-1
                                LIBOR SUPPLEMENT
                                       TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

         This  LIBOR  Supplement  to  Amended  and  Restated  Loan and  Security
Agreement  (the  "Supplement")  is a supplement to Amended and Restated Loan and
Security  Agreement  (the "Loan  Agreement")  dated as of August 9, 1999 between
Silicon Valley Bank ("Bank") and Spectrian Corporation ("Borrower"), and forms a
part of and is incorporated into the Loan Agreement.

1.       Definitions.

         "Business  Day"  means a day of the year  (a)  that is not a  Saturday,
Sunday or other day on which  banks in the  State of  California  or the City of
London are authorized or required to close and (b) on which dealings are carried
on in the interbank market in which Bank customarily participates.

         "Interest  Period"  means  for  each  LIBOR  Rate  Loan,  a  period  of
approximately one, three or six months as the Borrower may elect,  provided that
the last day of an Interest  Period for a LIBOR Rate Loan shall be determined in
accordance with the practices of the LIBOR interbank market as from time to time
in effect,  provided,  further,  in all cases such period shall expire not later
than the applicable Revolving Maturity Date.

         "Interest  Rate"  shall mean as to: (a) Prime  Rate  Loans,  a rate per
annum  equal to the Prime Rate;  and (b) LIBOR Rate  Loans,  a rate of 200 basis
points in excess of the LIBOR Rate (based on the LIBOR Rate  applicable  for the
Interest Period selected by the Borrower).

         "LIBOR Base Rate" means, for any Interest Period for a LIBOR Rate Loan,
the rate of interest  per annum  determined  by Bank to be the per annum rate of
interest as which  deposits in United States  Dollars are offered to Bank in the
London  interbank  market in which Bank  customarily  participates at 11:00 A.M.
(local time in such interbank market) two (2) Business Days before the first day
of such Interest Period for a period approximately equal to such Interest Period
and in an amount approximately equal to the amount of such Loan.

         "LIBOR Rate" shall mean, for any Interest Period for a LIBOR Rate Loan,
a rate per annum  (rounded  upwards,  if  necessary,  to the nearest 1/16 of 1%)
equal to (i) the LIBOR  Base Rate for such  Interest  Period  divided  by (ii) 1
minus the Reserve Requirement for such Interest Period.

         "LIBOR Rate Loans"  means any Loans made or a portion  thereof on which
interest is payable based on the LIBOR Rate in accordance with the terms hereof.

         "Prime  Rate"  means the  variable  rate of  interest  per annum,  most
recently  announced by Bank as its "prime rate,"  whether or not such  announced
rate is the lowest rate available from Bank. The interest rate applicable to the
Prime Rate Loans shall change on each date there is a change in the Prime Rate.

         "Prime Rate Loans"  means any Loans made or a portion  thereof on which
interest is payable based on the Prime Rate in accordance with the terms hereof.

         "Regulatory Change" means, with respect to Bank, any change on or after
the date of this Loan Agreement in United States federal,  state or foreign laws
or  regulations,  including  Regulation D, or the adoption or making on or after
such date of any interpretations,  directives or requests applying to a class of
lenders  including Bank of or under any United States  federal or state,  or any
foreign,  laws or  regulations  (whether  or not having the force of law) by any
court or governmental or monetary  authority charged with the  interpretation or
administration thereof.

         "Reserve  Requirement"  means,  for any  Interest  Period,  the average
maximum  rate  at  which  reserves  (including  any  marginal,  supplemental  or
emergency  reserves) are required to be maintained  during such Interest  Period
under Regulation D against  "Eurocurrency  liabilities" (as such term is used in

                                       2

<PAGE>


Regulation D) by member banks of the Federal  Reserve System.  Without  limiting
the effect of the  foregoing,  the Reserve  Requirement  shall reflect any other
reserves  required to be maintained by Bank by reason of any  Regulatory  Change
against (i) any category of liabilities  which includes deposits by reference to
which the LIBOR Rate is to be determined as provided in the definition of "LIBOR
Base Rate" or (ii) any  category of  extensions  of credit or other assets which
include Loans.

         2. Requests for Loans;  Confirmation of Initial Loans.  Each LIBOR Rate
Loan shall be made upon the irrevocable  written request of Borrower received by
Bank not later than 11:00 a.m.  (Santa Clara,  California  time) on the Business
Day three (3) Business Days prior to the date such Loan is to be made. Each such
notice  shall  specify  the date such  Loan is to be made,  which day shall be a
Business Day; the amount of such Loan,  the Interest  Period for such Loan,  and
comply  with such  other  requirements  as Bank  determines  are  reasonable  or
desirable in connection therewith.

         Each  written  request  for a LIBOR Rate Loan shall be in the form of a
LIBOR Rate Loan Borrowing  Certificate as set forth on Exhibit A, which shall be
duly executed by the Borrower.

         Each Prime Rate Loan shall be made upon the irrevocable written request
of Borrower received by Bank not later than 11:00 a.m. (Santa Clara,  California
time) on the Business Day one (1) Business day prior to the date such Loan is to
be made. Each such notice shall specify the date such Loan is to be made,  which
day shall be a Business  Day and the amount of such Loan,  and comply  with such
other  requirements as Bank determines are reasonable or desirable in connection
therewith.

         3. Conversion/Continuation of Loans.

         (a)  Borrower  may from time to time  submit in writing a request  that
Prime Rate Loans be  converted  to LIBOR Rate Loans or that any  existing  LIBOR
Rate Loans  continue for an  additional  Interest  Period.  Such  request  shall
specify  the  amount of the Prime Rate Loans  which will  constitute  LIBOR Rate
Loans  (subject  to the limits set forth  below) and the  Interest  Period to be
applicable to such LIBOR Rate Loans.  Each written request for a conversion to a
LIBOR Rate Loan or a continuation of a LIBOR Rate Loan shall be substantially in
the form of a LIBOR  Rate  Conversion/Continuation  Certificate  as set forth on
Exhibit B, which shall be duly  executed by the  Borrower.  Subject to the terms
and conditions contained herein, three (3) Business Days after Bank's receipt of
such a request from Borrower,  such Prime Rate Loans shall be converted to LIBOR
Rate Loans or such LIBOR Rate Loans shall continue,  as the case may be provided
that:

         (i) no Event of Default or event  which with  notice or passage of time
or both would constitute an Event of Default exists;

         (ii) no party hereto shall have sent any notice of  termination of this
Supplement or of the Loan Agreement.

         (iii) Borrower  shall have complied with such  customary  procedures as
Bank has  established  from time to time for Borrower's  requests for LIBOR Rate
Loans;

         (iv) the amount of a LIBOR Rate Loan shall be $500,000 or such  greater
amount which is an integral multiple of $50,000; and

         (v) Bank shall have  determined  that the Interest Period or LIBOR Rate
is  available  to Bank  which can be  readily  determined  as of the date of the
request for such LIBOR Rate Loan.

         Any request by Borrower to convert Prime Rate Loans to LIBOR Rate Loans
or continue any existing LIBOR Rate Loans shall be irrevocable.  Notwithstanding
anything  to the  contrary  contained  herein,  Bank  shall not be  required  to
purchase United States Dollar deposits in the London  interbank  market or other
applicable  LIBOR Rate market to fund any LIBOR Rate Loans,  but the  provisions
hereof shall be deemed to apply as if Bank had  purchased  such deposits to fund
the LIBOR Rate Loans.

                                       3

<PAGE>


         (b) Any LIBOR  Rate  Loans  shall  automatically  convert to Prime Rate
Loans  upon the last day of the  applicable  Interest  Period,  unless  Bank has
received and approved a complete and proper  request to continue such LIBOR Rate
Loan at least three (3) Business Days prior to such last day in accordance  with
the terms hereof. Any LIBOR Rate Loans shall, at Bank's option, convert to Prime
Rate Loans in the event that (i) an Event of  Default,  or event  which with the
notice or passage of time or both would  constitute  an Event of Default,  shall
exist, (ii) this Supplement or the Loan Agreement shall terminate,  or (iii) the
aggregate  principal  amount of the Prime Rate Loans which have  previously been
converted to LIBOR Rate Loans,  or the  aggregate  principal  amount of existing
LIBOR Rate Loans continued,  as the case may be, at the beginning of an Interest
Period shall at any time during such Interest Period exceeds the Committed Line.
Borrower agrees to pay to Bank, upon demand by Bank (or Bank may, at its option,
charge  Borrower's loan account) any amounts required to compensate Bank for any
loss (including loss of anticipated  profits),  cost or expense incurred by such
person,  as a result of the  conversion  of LIBOR Rate Loans to Prime Rate Loans
pursuant to any of the foregoing.

         (c) On all Loans, Interest shall be payable by Borrower to Bank monthly
in arrears not later than the 1st day of each calendar  month at the  applicable
Interest Rate.

         4. Additional Requirements/Provisions Regarding LIBOR Rate Loans; Etc.

         (a) If for any reason (including  voluntary or mandatory  prepayment or
acceleration), Bank receives all or part of the principal amount of a LIBOR Rate
Loan prior to the last day of the Interest Period for such Loan,  Borrower shall
immediately  notify  Borrower's  account officer at Bank and, on demand by Bank,
pay Bank the amount (if any) by which (i) the  additional  interest  which would
have been payable on the amount so received had it not been  received  until the
last day of such Interest Period exceeds (ii) the interest which would have been
recoverable  by Bank by  placing  the  amount  so  received  on  deposit  in the
certificate of deposit  markets or the offshore  currency  interbank  markets or
United States  Treasury  investment  products,  as the case may be, for a period
starting on the date on which it was so  received  and ending on the last day of
such Interest  Period at the interest rate  determined by Bank in its reasonable
discretion.  Bank's  determination as to such amount shall be conclusive  absent
manifest error.

         (b) Borrower shall pay to Bank,  upon demand by Bank, from time to time
such amounts as Bank may  determine to be  necessary  to  compensate  it for any
costs incurred by Bank that Bank  determines are  attributable  to its making or
maintaining  of any amount  receivable by Bank hereunder in respect of any Loans
relating  thereto (such increases in costs and reductions in amounts  receivable
being  herein  called  "Additional  Costs"),  in each  case  resulting  from any
Regulatory Change which:

                  (i) changes  the basis of  taxation of any amounts  payable to
Bank under this  Supplement  in respect of any Loans (other than  changes  which
affect  taxes  measured  by or imposed on the  overall net income of Bank by the
jurisdiction in which such Bank has its principal office); or

                  (ii)  imposes or  modifies  any  reserve,  special  deposit or
similar requirements relating to any extensions of credit or other assets of, or
any  deposits  with or other  liabilities  of Bank  (including  any Loans or any
deposits referred to in the definition of "LIBOR Base Rate"); or

                  (iii) imposes any other  condition  affecting this  Supplement
(or any of such extensions of credit or liabilities).

Bank will  notify  Borrower  of any event  occurring  after the date of the Loan
Agreement  which will entitle Bank to  compensation  pursuant to this section as
promptly as  practicable  after it obtains  knowledge  thereof and determines to
request such  compensation.  Bank will furnish Borrower with a statement setting
forth the basis and amount of each request by Bank for  compensation  under this
Section 4. Determinations and allocations by Bank for purposes of this Section 4
of  the  effect  of any  Regulatory  Change  on its  costs  of  maintaining  its
obligations  to make  Loans or of  making  or  maintaining  Loans or on  amounts
receivable by it in respect of Loans, and of the additional  amounts required to
compensate Bank in respect of any Additional  Costs,  shall be conclusive absent
manifest error.

                                       4

<PAGE>


         (c) Borrower shall pay to Bank,  upon the request of Bank,  such amount
or amounts as shall be sufficient  (in the sole good faith opinion of such Bank)
to  compensate it for any loss,  costs or expense  incurred by it as a result of
any  failure  by  Borrower  to  borrow a Loan on the  date  for  such  borrowing
specified in the relevant notice of borrowing hereunder.

         (d) If Bank shall determine that the adoption or  implementation of any
applicable law, rule,  regulation or treaty regarding capital  adequacy,  or any
change therein, or any change in the interpretation or administration thereof by
any governmental  authority,  central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance  by  Bank  (or  its
applicable  lending  office)  with any respect or  directive  regarding  capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable  agency, has or would have the effect of reducing the rate of
return on capital of Bank or any person or entity  controlling Bank (a "Parent")
as a consequence of its  obligations  hereunder to a level below that which Bank
(or its Parent) could have achieved but for such adoption,  change or compliance
(taking into  consideration its policies with respect to capital adequacy) by an
amount  deemed by Bank to be  material,  then from time to time,  within 15 days
after  demand by Bank,  Borrower  shall pay to Bank  such  additional  amount or
amounts as will compensate Bank for such reduction. A statement of Bank claiming
compensation  under this  Section and  setting  forth the  additional  amount or
amounts to be paid to it hereunder shall be conclusive absent manifest error.

         (e)  If at  any  time  Bank,  in  its  sole  and  absolute  discretion,
determines that: (i) the amount of the LIBOR Rate Loans for periods equal to the
corresponding  Interest  Periods  are not  available  to  Bank  in the  offshore
currency interbank  markets,  or (ii) the LIBOR Rate does not accurately reflect
the cost to Bank of lending the LIBOR Rate Loan,  then Bank shall  promptly give
notice thereof to Borrower, and upon the giving of such notice Bank's obligation
to make the LIBOR Rate Loans shall terminate, unless Bank and the Borrower agree
in writing to a different  interest rate Loans shall terminate,  unless Bank and
the Borrower agree in writing to a different  interest rate  applicable to LIBOR
Rate Loans. If it shall become unlawful for Bank to continue to fund or maintain
any  Loans,  or to  perform  its  obligations  hereunder,  upon  demand by Bank,
Borrower  shall prepay the Loans in full with accrued  interest  thereon and all
other amounts payable by Borrower hereunder (including,  without limitation, any
amount payable in connection with such prepayment pursuant to Section 4(a)).

                                       5

<PAGE>


                                    EXHIBIT A
                      LIBOR RATE LOAN BORROWING CERTIFICATE

         The undersigned hereby certifies as follows:

         I,   ________________________,   am  the  duly   elected   and   acting
_______________ of Spectrian Corporation ("Borrower").

         This  certificate  is  delivered  pursuant to Section 2 of that certain
LIBOR  Supplement to Agreement  together with the Loan  Agreement by and between
Borrower and Silicon Valley Bank ("Bank") (the "Loan Agreement"). The terms used
in this Borrowing  Certificate  which are defined in the Loan Agreement have the
same meaning herein as ascribed to them therein.

         Borrower hereby requests on _____________,  19__ a LIBOR Rate Loan (the
"Loan") as follows:

         (a) The date on which the Loan is to be made is ____________ 19__.

         (b)  The   amount   of  the  Loan  is  to  be   _______________________
($______________), for an Interest Period of ___________ month(s).

         All  representations  and  warranties  of  Borrower  stated in the Loan
Agreement are true, correct and complete in all material respects as of the date
of this request for a loan; provided,  however,  that those  representations and
warranties  expressly  referring  to  another  date shall be true,  correct  and
complete in all material respects as of such date.

         IN WITNESS WHEREOF,  this Borrowing Base Certificate is executed by the
undersigned as of this ______ day of _______, _______.


                                      SPECTRIAN CORPORATION

                                      By: ______________________________________

                                      Title: ___________________________________

                                      Title: ___________________________________


<TABLE>
For Internal Bank Use Only

<CAPTION>
---------------------------- -------------------------- -------------------------- --------------------------
    LIBOR Pricing Date              LIBOR Rate             LIBOR Rate Variance           Maturity Date
---------------------------- -------------------------- -------------------------- --------------------------
<S>                           <C>                       <C>                        <C>
                                                                ________%
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

                                       6

<PAGE>


                                    EXHIBIT B
                 LIBOR RATE CONVERSION/CONTINUATION CERTIFICATE

         The undersigned hereby certifies as follows:

         I,   ________________________,   am  the  duly   elected   and   acting
_______________ of SPECTRIAN CORPORATION ("Borrower").

         This  certificate  is  delivered  pursuant to Section 2 of that certain
LIBOR  Supplement  to Agreement  together with the Amended and Restated Loan and
Security Agreement by and between Borrower and Silicon Valley Bank ("Bank") (the
"Loan  Agreement").  The terms used in this  LIBOR Rate  Conversion/Continuation
Certificate which are defined in the Loan Agreement have the same meaning herein
as ascribed to them therein.

         Borrower hereby requests on _____________,  19__ a LIBOR Rate Loan (the
"Loan") as follows:

         (a)  ____   (i)   A rate conversion of an existing Prime Rate Loan from
                           a Prime Rate Loan to a LIBOR Rate Loan; or

              ____   (ii)  A  continuation  of an existing  LIBOR Rate Loan as a
                           LIBOR Rate Loan;

                           [Check (i) or (ii) above]

         (b)  The date on which the Loan is to be made is ____________ 19__.

         (c)  The   amount   of  the  Loan  is  to  be   _______________________
($______________), for an Interest Period of ___________ month(s).

         All  representations  and  warranties  of  Borrower  stated in the Loan
Agreement are true, correct and complete in all material respects as of the date
of this request for a loan; provided,  however,  that those  representations and
warranties  expressly  referring  to  another  date shall be true,  correct  and
complete in all material respects as of such date.

         IN WITNESS WHEREOF, this LIBOR Rate Conversion/Continuation Certificate
is  executed  by  the   undersigned  as  of  this  _______  day  of  __________,
_____________.


                                      SPECTRIAN CORPORATION

                                      By: ______________________________________

                                      Title: ___________________________________


<TABLE>
For Internal Bank Use Only

<CAPTION>
---------------------------- -------------------------- -------------------------- --------------------------
    LIBOR Pricing Date              LIBOR Rate             LIBOR Rate Variance           Maturity Date
---------------------------- -------------------------- -------------------------- --------------------------
<S>                           <C>                       <C>                        <C>
                                                                ________%
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

                                       7

<PAGE>


<TABLE>
<CAPTION>
                                                              EXHIBIT B

                                             LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

                                        DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., P.S.T.

<S>                                                                                         <C>
TO: CENTRAL CLIENT SERVICE DIVISION                                                         DATE: __________________________________

FAX#:  (408) 496-2426                                                                       TIME: __________________________________


FROM:  Spectrian Corporation
       ----------------------------------------------------------------------------------------------------------------------------
                                                       CLIENT NAME (BORROWER)


REQUESTED BY:
               --------------------------------------------------------------------------------------------------------------------
                                                      AUTHORIZED SIGNER'S NAME


AUTHORIZED SIGNATURE:
                       ------------------------------------------------------------------------------------------------------------


PHONE NUMBER:
              ---------------------------------------------------------------------------------------------------------------------


FROM ACCOUNT #                                        TO ACCOUNT #
               ----------------------------------                  ----------------------------------------------------------------


REQUESTED TRANSACTION TYPE                                          REQUESTED DOLLAR AMOUNT
--------------------------                                          -----------------------
PRINCIPAL INCREASE (ADVANCE)                                        $_______________________________________________________________
PRINCIPAL PAYMENT (ONLY)                                            $_______________________________________________________________
INTEREST PAYMENT (ONLY)                                             $_______________________________________________________________
PRINCIPAL AND INTEREST (PAYMENT)                                    $_______________________________________________________________

OTHER INSTRUCTIONS:
                    ----------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

All Borrower's representations and warranties in the Amended and Restated Loan and Security Agreement are true, correct and complete
in all material  respects on the date of the telephone request for and Advance  confirmed by this Borrowing  Certificate;  but those
representations  and warranties  expressly referring to another date shall be true, correct and complete in all material respects as
of that date.
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
                                                            BANK USE ONLY


TELEPHONE REQUEST:
-----------------

The following person is authorized to request the loan payment  transfer/loan advance on the advance designated account and is known
to me.


________________________________________                                  ________________________________________
          Authorized Requester                                                              Phone #


________________________________________                                  ________________________________________
           Received By (Bank)                                                               Phone #


                                              ________________________________________
                                                     Authorized Signature (Bank)
</TABLE>


<PAGE>


                                    EXHIBIT C
                             COMPLIANCE CERTIFICATE

TO:   SILICON VALLEY BANK
      3003 Tasman Drive
      Santa Clara, CA 95054

FROM: SPECTRIAN CORPORATION


         The   undersigned   authorized   officer   of   Spectrian   Corporation
("Borrower")  certifies  that under the terms and  conditions of the Amended and
Restated   Loan  and  Security   Agreement   between   Borrower  and  Bank  (the
"Agreement"),  (i)  Borrower is in  complete  compliance  for the period  ending
_______________  with all required  covenants except as noted below and (ii) all
representations  and  warranties  in the  Agreement  are true and correct in all
material respects on this date.  Attached are the required documents  supporting
the  certification.  The Officer certifies that these are prepared in accordance
with Generally Accepted Accounting  Principles (GAAP) consistently  applied from
one  period  to the next  except  as  explained  in an  accompanying  letter  or
footnotes.  The Officer  acknowledges that no borrowings may be requested at any
time or date of determination that Borrower is not in compliance with any of the
terms of the Agreement,  and that  compliance is determined not just at the date
this certificate is delivered.

  Please indicate compliance status by circling Yes/No under "Complies" column.


Reporting Covenant                     Required                      Complies
------------------                     --------                      --------

Monthly financial statements + CC      Monthly within 30 days        Yes      No
10-Q, 10-K and 8-K                     Within 5 days after
                                       filing with SEC               Yes      No


Financial Covenant                  Required           Actual          Complies
------------------                  --------           ------          --------

Maintain on a Monthly Basis:
  Minimum Quick Ratio               2.00:1.00        _____:1.00         Yes   No
  Maximum Debt/Tangible Net Worth   1.00:1.00        _____:1.00         Yes   No

Profitability:                      Quarterly        $_________         Yes   No

        Losses not to exceed:       $2,000,000 for the fiscal quarter
                                    ended June 30, 1999                 Yes   No


Comments Regarding Exceptions:          ----------------------------------------
See Attached.                                          BANK USE ONLY

                                        Received by: ___________________________
Sincerely,                                               AUTHORIZED SIGNER

Spectrian Corporation                   Date: __________________________________

________________________________        Verified: ______________________________
SIGNATURE                                                AUTHORIZED SIGNER

                                        Date: __________________________________
________________________________
TITLE                                   Compliance Status:            Yes     No
                                        ----------------------------------------

________________________________
DATE


<PAGE>


[GRAPHIC OMITTED]

                               SILICON VALLEY BANK

                       PRO FORMA INVOICE FOR LOAN CHARGES


BORROWER:        Spectrian Corporation

LOAN OFFICER:    Peter R. Scott

DATE:            August 9, 1999

                 Revolving Loan Fee                            $3,500.00
                 UCC Search Fee                                    75.00
                 Documentation Fee                                250.00

                 TOTAL FEE DUE                                 $3,825.00
                 -------------                                 =========

Please indicate the method of payment:

      { } A check for the total amount is attached.

      { } Debit DDA # __________________ for the total amount.

      { } Loan proceeds


Borrower:

By: _______________________________________
    (Authorized Signer)


___________________________________________
Silicon Valley Bank                  (Date)
Account Officer's Signature


<PAGE>


                         CORPORATE BORROWING RESOLUTION

Borrower:  Spectrian Corporation                Bank: Silicon Valley Bank
           350 W. Java Drive                          3003 Tasman Drive
           Sunnyvale, CA 94089                        Santa Clara, CA 95054-1191

I, the Secretary or Assistant Secretary of Spectrian  Corporation  ("Borrower"),
CERTIFY that Borrower is a corporation  existing  under the laws of the State of
Delaware.

I certify  that at a meeting of  Borrower's  Directors  (or by other  authorized
corporate action) duly held the following resolutions were adopted.

It is resolved that any one of the following  officers of Borrower,  whose name,
title and signature is below:

         NAMES                      POSITIONS               ACTUAL SIGNATURES
         -----                      ---------               -----------------
_______________________      _______________________     _______________________

_______________________      _______________________     _______________________

_______________________      _______________________     _______________________

_______________________      _______________________     _______________________


may act for Borrower and:

         Borrow Money. Borrow money from Silicon Valley Bank ("Bank").

         Execute Loan Documents. Execute any loan documents Bank requires.

         Grant  Security.  Grant Bank a security  interest in any of  Borrower's
         assets.

         Negotiate Items.  Negotiate or discount all drafts,  trade acceptances,
         promissory  notes,  or  other  indebtedness  in which  Borrower  has an
         interest and receive cash or otherwise use the proceeds.

         Letters of Credit. Apply for letters of credit from Bank.

         Foreign  Exchange  Contracts.  Execute spot or forward foreign exchange
         contracts.

         Issue Warrants. Issue warrants for Borrower's stock.

         Further Acts. Designate other individuals to request advances, pay fees
         and  costs  and  execute  other  documents  or  agreements   (including
         documents or agreement that waive Borrowers right to a jury trial) they
         think necessary to effectuate these Resolutions.

Further  resolved that all acts  authorized by these  Resolutions  and performed
before they were adopted are ratified.  These  Resolutions  remain in effect and
Bank may rely on them until Bank receives written notice of their revocation.

I certify that the persons listed above are Borrower's  officers with the titles
and signatures  shown following their names and that these  resolutions have not
been modified are currently effective.



<PAGE>


CERTIFIED TO AND ATTESTED BY:

X ______________________________________________
   *Secretary or Assistant Secretary

X ______________________________________________
*NOTE:  In case the Secretary or other  certifying  officer is designated by the
foregoing  resolutions as one of the signing  officers,  this resolution  should
also be signed by a second Officer or Director of Borrower.

                                       2

<PAGE>


                                         THIS SPACE FOR USE OF FILING OFFICER
<TABLE>
<CAPTION>
<S>                                       <C>                                     <C>

FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY

This  Financing  Statement  is  presented  for filing  pursuant  to the  Uniform
Commercial Code and will remain effective,  with certain exceptions, for 5 years
from date of filing.

---------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER (optional)          B. FILING OFFICE ACCT.# (optional)
Phone 800-331-3282     Fax  818-909-4717
---------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

     Data File Services, Inc.
                                             0092023005731001
     P.O. Box 275

     Van Nuys, CA 91408-2750

---------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (if applicable): [ ]LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING

-----------------------------------------------------------------------------------------------------------------------------------
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)  FILED WITH: CALIFORNIA
     ------------------------------------------------------------------------------------------------------------------------------
     la. ENTITY'S NAME

     SPECTRIAN CORPORATION, A DELAWARE CORPORATION
OR
     ------------------------------------------------------------------------------------------------------------------------------
     lb. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE

350 W. Java Drive                                  Sunnyvale             CA                        94089

-----------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D.#    OPTIONAL       le. TYPE OF ENTITY  1f. ENTITY'S STATE   1g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                       ADD'NL INFO RE                           OR COUNTRY OF                                  [ ] NONE
                       ENTITY DEBTOR                            ORGANIZATION
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)

     ------------------------------------------------------------------------------------------------------------------------------
     2a. ENTITY'S NAME
OR
     ------------------------------------------------------------------------------------------------------------------------------
     2b. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE


-----------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D.#    OPTIONAL       2e. TYPE OF ENTITY  2f. ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                       ADD'NL INFO RE                           OR COUNTRY OF                                  [ ] NONE
                       ENTITY DEBTOR                            ORGANIZATION
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
3. SECURED PARTY'S (ORIGINAL S/P OR ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b)

     ------------------------------------------------------------------------------------------------------------------------------
     3a. ENTITY'S NAME

             SILICON VALLEY BANK
OR
     ------------------------------------------------------------------------------------------------------------------------------
     3b. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX


-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE

    3003 Tasman Drive                              Santa Clara           CA                        95054
-----------------------------------------------------------------------------------------------------------------------------------
4. This FINANCING STATEMENT covers the following types or items of property:

See Exhibit A attached hereto and made a part hereof by this reference.






-----------------------------------------------------------------------------------------------------------------------------------
5. CHECK  [ ]    This FINANCING STATEMENT is signed by the Secured Party instead of the      7. If filed in Florida (check one)
   BOX           Debtor to perfect a security interest (a) in collateral already subject         Documentary     Documentary stamp
(if applicable)  to a security interest in another jurisdiction when it was brought into        stamp tax paid  tax not applicable
                 this state, or when the debtors location was changed to this state, or              [ ]               [ ]
                 (b) in accordance with other statuotory provisions (additional data may
                 be required)
-----------------------------------------------------------------------------------------------------------------------------------
6. REQUIRED SINGNATURE(S)                          8. [ ]   This FINANCING STATEMENT is to be filed (for record)
                                                            (or recorded) in the REAL ESTATE RECORDS
   SPECTRIAN CORPORATION A DELAWARE CORPORATION             Attach Addendum                         (if applicable)
-----------------------------------------------------------------------------------------------------------------------------------
          /s/ Henry C. Montgomery
          ----------------------------             9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s)
              Henry C. Montgomery, CFO               (ADDITIONAL FEE)
                                                     (optional)      [ ]All Debtors   [ ]Debtor 1    [ ] Debtor 2

-----------------------------------------------------------------------------------------------------------------------------------
(1)FILING OFFICER COPY NATIONAL FINANCING STATEMENT (FORM UCC 1)(TRANS)(REV. 12/18/95) Prepared by Data File Services, Inc.P.O. Box
                                                                                     275 Van Nuys. CA 91406-0275 Tel (818) 909-2200
</TABLE>

<PAGE>

                                         THIS SPACE FOR USE OF FILING OFFICER
<TABLE>
<CAPTION>
<S>                                       <C>                                     <C>
FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY

This  Financing  Statement  is  presented  for filing  pursuant  to the  Uniform
Commercial Code and will remain effective,  with certain exceptions, for 5 years
from date of filing.

---------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER (optional)          B. FILING OFFICE ACCT.# (optional)
Phone 800-331-3282     Fax  818-909-4717
---------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

     Data File Services, Inc.
                                             0092023005731001
     P.O. Box 275

     Van Nuys, CA 91408-2750

---------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (if applicable): [ ]LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING

-----------------------------------------------------------------------------------------------------------------------------------
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)  FILED WITH: CALIFORNIA
     ------------------------------------------------------------------------------------------------------------------------------
     la. ENTITY'S NAME

     SPECTRIAN CORPORATION, A DELAWARE CORPORATION
OR
     ------------------------------------------------------------------------------------------------------------------------------
     lb. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE

350 W. Java Drive                                  Sunnyvale             CA                        94089

-----------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D.#    OPTIONAL       le. TYPE OF ENTITY  1f. ENTITY'S STATE   1g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                       ADD'NL INFO RE                           OR COUNTRY OF                                  [ ] NONE
                       ENTITY DEBTOR                            ORGANIZATION
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)

     ------------------------------------------------------------------------------------------------------------------------------
     2a. ENTITY'S NAME
OR
     ------------------------------------------------------------------------------------------------------------------------------
     2b. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE


-----------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D.#    OPTIONAL       2e. TYPE OF ENTITY  2f. ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                       ADD'NL INFO RE                           OR COUNTRY OF                                  [ ] NONE
                       ENTITY DEBTOR                            ORGANIZATION
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
3. SECURED PARTY'S (ORIGINAL S/P OR ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b)

     ------------------------------------------------------------------------------------------------------------------------------
     3a. ENTITY'S NAME

             SILICON VALLEY BANK
OR
     ------------------------------------------------------------------------------------------------------------------------------
     3b. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX


-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE

    3003 Tasman Drive                              Santa Clara           CA                        95054
-----------------------------------------------------------------------------------------------------------------------------------
4. This FINANCING STATEMENT covers the following types or items of property:

See Exhibit A attached hereto and made a part hereof by this reference.






-----------------------------------------------------------------------------------------------------------------------------------
5. CHECK  [ ]    This FINANCING STATEMENT is signed by the Secured Party instead of the      7. If filed in Florida (check one)
   BOX           Debtor to perfect a security interest (a) in collateral already subject         Documentary     Documentary stamp
(if applicable)  to a security interest in another jurisdiction when it was brought into        stamp tax paid  tax not applicable
                 this state, or when the debtors location was changed to this state, or              [ ]               [ ]
                 (b) in accordance with other statuotory provisions (additional data may
                 be required)
-----------------------------------------------------------------------------------------------------------------------------------
6. REQUIRED SINGNATURE(S)                          8. [ ]   This FINANCING STATEMENT is to be filed (for record)
                                                            (or recorded) in the REAL ESTATE RECORDS
   SPECTRIAN CORPORATION A DELAWARE CORPORATION             Attach Addendum                         (if applicable)
-----------------------------------------------------------------------------------------------------------------------------------
          /s/ Henry C. Montgomery
          ----------------------------             9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s)
              Henry C. Montgomery, CFO               (ADDITIONAL FEE)
                                                     (optional)      [ ]All Debtors   [ ]Debtor 1    [ ] Debtor 2

-----------------------------------------------------------------------------------------------------------------------------------
(2)ACKNOWLEDGMENT COPY NATIONAL FINANCING STATEMENT (FORM UCC 1)(TRANS)(REV. 12/18/95) Prepared by Data File Services, Inc.P.O. Box
                                                                                     275 Van Nuys. CA 91406-0275 Tel (818) 909-2200
</TABLE>
<PAGE>

                                         THIS SPACE FOR USE OF FILING OFFICER
<TABLE>
<CAPTION>
<S>                                       <C>                                     <C>

FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY

This  Financing  Statement  is  presented  for filing  pursuant  to the  Uniform
Commercial Code and will remain effective,  with certain exceptions, for 5 years
from date of filing.

---------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER (optional)          B. FILING OFFICE ACCT.# (optional)
Phone 800-331-3282     Fax  818-909-4717
---------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

     Data File Services, Inc.
                                             0092023005731001
     P.O. Box 275

     Van Nuys, CA 91408-2750

---------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (if applicable): [ ]LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING

-----------------------------------------------------------------------------------------------------------------------------------
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)  FILED WITH: CALIFORNIA
     ------------------------------------------------------------------------------------------------------------------------------
     la. ENTITY'S NAME

     SPECTRIAN CORPORATION, A DELAWARE CORPORATION
OR
     ------------------------------------------------------------------------------------------------------------------------------
     lb. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE

350 W. Java Drive                                  Sunnyvale             CA                        94089

-----------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D.#    OPTIONAL       le. TYPE OF ENTITY  1f. ENTITY'S STATE   1g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                       ADD'NL INFO RE                           OR COUNTRY OF                                  [ ] NONE
                       ENTITY DEBTOR                            ORGANIZATION
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)

     ------------------------------------------------------------------------------------------------------------------------------
     2a. ENTITY'S NAME
OR
     ------------------------------------------------------------------------------------------------------------------------------
     2b. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE


-----------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D.#    OPTIONAL       2e. TYPE OF ENTITY  2f. ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                       ADD'NL INFO RE                           OR COUNTRY OF                                  [ ] NONE
                       ENTITY DEBTOR                            ORGANIZATION
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
3. SECURED PARTY'S (ORIGINAL S/P OR ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b)

     ------------------------------------------------------------------------------------------------------------------------------
     3a. ENTITY'S NAME

             SILICON VALLEY BANK
OR
     ------------------------------------------------------------------------------------------------------------------------------
     3b. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX


-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE

    3003 Tasman Drive                              Santa Clara           CA                        95054
-----------------------------------------------------------------------------------------------------------------------------------
4. This FINANCING STATEMENT covers the following types or items of property:

See Exhibit A attached hereto and made a part hereof by this reference.






-----------------------------------------------------------------------------------------------------------------------------------
5. CHECK  [ ]    This FINANCING STATEMENT is signed by the Secured Party instead of the      7. If filed in Florida (check one)
   BOX           Debtor to perfect a security interest (a) in collateral already subject         Documentary     Documentary stamp
(if applicable)  to a security interest in another jurisdiction when it was brought into        stamp tax paid  tax not applicable
                 this state, or when the debtors location was changed to this state, or              [ ]               [ ]
                 (b) in accordance with other statuotory provisions (additional data may
                 be required)
-----------------------------------------------------------------------------------------------------------------------------------
6. REQUIRED SINGNATURE(S)                          8. [ ]   This FINANCING STATEMENT is to be filed (for record)
                                                            (or recorded) in the REAL ESTATE RECORDS
   SPECTRIAN CORPORATION A DELAWARE CORPORATION             Attach Addendum                         (if applicable)
-----------------------------------------------------------------------------------------------------------------------------------
          /s/ Henry C. Montgomery
          ----------------------------             9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s)
              Henry C. Montgomery, CFO               (ADDITIONAL FEE)
                                                     (optional)      [ ]All Debtors   [ ]Debtor 1    [ ] Debtor 2

-----------------------------------------------------------------------------------------------------------------------------------
(3)SEARCH REQUEST COPY NATIONAL FINANCING STATEMENT (FORM UCC 1)(TRANS)(REV. 12/18/95) Prepared by Data File Services, Inc.P.O. Box
                                                                                     275 Van Nuys. CA 91406-0275 Tel (818) 909-2200
</TABLE>
<PAGE>

                                         THIS SPACE FOR USE OF FILING OFFICER
<TABLE>
<CAPTION>
<S>                                       <C>                                     <C>

FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY

This  Financing  Statement  is  presented  for filing  pursuant  to the  Uniform
Commercial Code and will remain effective,  with certain exceptions, for 5 years
from date of filing.

---------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER (optional)          B. FILING OFFICE ACCT.# (optional)
Phone 800-331-3282     Fax  818-909-4717
---------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

     Data File Services, Inc.
                                             0092023005731001
     P.O. Box 275

     Van Nuys, CA 91408-2750

---------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (if applicable): [ ]LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING

-----------------------------------------------------------------------------------------------------------------------------------
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)  FILED WITH: CALIFORNIA
     ------------------------------------------------------------------------------------------------------------------------------
     la. ENTITY'S NAME

     SPECTRIAN CORPORATION, A DELAWARE CORPORATION
OR
     ------------------------------------------------------------------------------------------------------------------------------
     lb. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE

350 W. Java Drive                                  Sunnyvale             CA                        94089

-----------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D.#    OPTIONAL       le. TYPE OF ENTITY  1f. ENTITY'S STATE   1g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                       ADD'NL INFO RE                           OR COUNTRY OF                                  [ ] NONE
                       ENTITY DEBTOR                            ORGANIZATION
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)

     ------------------------------------------------------------------------------------------------------------------------------
     2a. ENTITY'S NAME
OR
     ------------------------------------------------------------------------------------------------------------------------------
     2b. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE


-----------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D.#    OPTIONAL       2e. TYPE OF ENTITY  2f. ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                       ADD'NL INFO RE                           OR COUNTRY OF                                  [ ] NONE
                       ENTITY DEBTOR                            ORGANIZATION
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
3. SECURED PARTY'S (ORIGINAL S/P OR ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b)

     ------------------------------------------------------------------------------------------------------------------------------
     3a. ENTITY'S NAME

             SILICON VALLEY BANK
OR
     ------------------------------------------------------------------------------------------------------------------------------
     3b. INDIVIDUAL'S LAST NAME                    FIRST NAME            MIDDLE NAME               SUFFIX


-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                CITY                  STATE         COUNTRY     POSTAL CODE

    3003 Tasman Drive                              Santa Clara           CA                        95054
-----------------------------------------------------------------------------------------------------------------------------------
4. This FINANCING STATEMENT covers the following types or items of property:

See Exhibit A attached hereto and made a part hereof by this reference.






-----------------------------------------------------------------------------------------------------------------------------------
5. CHECK  [ ]    This FINANCING STATEMENT is signed by the Secured Party instead of the      7. If filed in Florida (check one)
   BOX           Debtor to perfect a security interest (a) in collateral already subject         Documentary     Documentary stamp
(if applicable)  to a security interest in another jurisdiction when it was brought into        stamp tax paid  tax not applicable
                 this state, or when the debtors location was changed to this state, or              [ ]               [ ]
                 (b) in accordance with other statuotory provisions (additional data may
                 be required)
-----------------------------------------------------------------------------------------------------------------------------------
6. REQUIRED SINGNATURE(S)                          8. [ ]   This FINANCING STATEMENT is to be filed (for record)
                                                            (or recorded) in the REAL ESTATE RECORDS
   SPECTRIAN CORPORATION A DELAWARE CORPORATION             Attach Addendum                         (if applicable)
-----------------------------------------------------------------------------------------------------------------------------------
          /s/ Henry C. Montgomery
          ----------------------------             9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s)
              Henry C. Montgomery, CFO               (ADDITIONAL FEE)
                                                     (optional)      [ ]All Debtors   [ ]Debtor 1    [ ] Debtor 2

-----------------------------------------------------------------------------------------------------------------------------------
(4)DEBTOR COPY NATIONAL FINANCING STATEMENT (FORM UCC 1)(TRANS)(REV. 12/18/95)       Prepared by Data File Services, Inc.P.O. Box
                                                                                     275 Van Nuys. CA 91406-0275 Tel (818) 909-2200
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                                       <C>

                                                                                                                    0092023005733002
                     This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code
-----------------------------------------------------------------------------------------------------------------------------------
1. FILE NO. OF ORIG. FINANCING STATEMENT  1A. DATE OF FILING OF ORIG.FINANCING  1B. DATE OF ORIG. FINANCING STATEMENT  1C. PLACE OF
                                              STATEMENT                                                                 FILING ORIG.
                                                                                                                         FINANCING
                                                                                                                         STATEMENT
                 9634660408                               12/10/96                                                       CALIFORNIA
-----------------------------------------------------------------------------------------------------------------------------------
2. DEBTOR (LAST NAME FIRST)                                                                2A. SOCIAL SECURITY NO., FEDERAL TAX NO.

   SPECTRIAN CORPORATION
-----------------------------------------------------------------------------------------------------------------------------------
2B. MAILING ADDRESS                                    2C. CITY. STATE                                   2D. ZIP CODE

    350 W. Java Drive                                      Sunnyvale, CA                                       94089
-----------------------------------------------------------------------------------------------------------------------------------
3. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST)                                            3A. SOCIAL SECURITY OR FEDERAL TAX NO.


-----------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS                                    3C. CITY,STATE                                    3D. ZIP CODE


-----------------------------------------------------------------------------------------------------------------------------------
4. SECURED PARTY                                                                               SOCIAL SECURITY NO., FEDERAL TAX NO.
   NAME              SILICON VALLEY BANK                                                   4A. OR BANK TRANSIT AND A.B.A. NO.
   MAILING ADDRESS   3003 Tasman Drive
   CITY              Santa Clara                 STATE     CA           ZIP CODE      95054
-----------------------------------------------------------------------------------------------------------------------------------
5. ASSIGNEE OF SECURED PARTY (IF ANY)                                                      5A. SOCIAL SECURITY NO., FEDERAL TAX NO.
        NAME                                                                                   OR BANK TRANSIT AND A.B.A. NO.
        MAILING ADDRESS
        CITY                                     STATE                  ZIP CODE
-----------------------------------------------------------------------------------------------------------------------------------
6.     A  [ ]  CONTINUATION- The original Financing  Statement between the foregoing Debtor and Secured Party bearing the file num-
               ber and date shown above is continued.  If collateral is crops or timber,  check here and insert description of real
               property on which growing or to be grown in item 7 below.                           [ ]

       B  [ ]  RELEASE- From the collateral  described in the Financing  Statement bearing the file number shown above, the Secured
               Party releases the collateral described in item 7 below.

       C  [ ]  ASSIGNMENT- The Secured Party certifies that the Secured Party has assigned to the Assignee above named, the Secured
               Party's rights under the Financing Statement bearing the file number shown above in the collateral described in Item
               7 below.

       D  [ ]  TERMINATION- The Secured Party certifies that the Secured Party no longer claims a security interest under Financing
               Statement bearing the file number shown above.

       E  [X]  AMENDMENT-  The  Financing  Statement  bearing the file number  shown above is amended as set forth in Item 7 below.
               (Signature of Debtor required on all amendments.)

       F  [ ]  OTHER Amendment
-----------------------------------------------------------------------------------------------------------------------------------
7.  Debtor's name is hereby amended to: SPECTRIAN CORPORATION, a  Delaware corporation

Collateral is amended to include Exhibit A attached hereto.


-----------------------------------------------------------------------------------------------------------------------------------
                                                                               C   9.       This Space Use of Filing Officer
8.                                                                             O
                              (DATE) __________________________ 19 __________  D              (Date, Time, Filing Office)
                                                                               E
        SPECTRIAN CORPORATION

        /s/ Henry C. Montgomery
        ___________________________________________________________________    1
        By:     Henry C. Montgomery                                   CFO
        ___________________________________________________________________    2
             SIGNATURE(S) OF DEBTOR(S)                              (TITLE)
         SILICON VALLEY BANK                                                   3

        ___________________________________________________________________    4

        BY: _______________________________________________________________    5
                        SIGNATURE(S) OF SECURED PARTY(IES)          (TITLE)
                                                                               6
------------------------------------------------------------------------------
10.                          Return Copy to                                    7
NAME           Data File Services, Inc.
ADDRESS        P.O. Box 275                                                    8
CITY AND       Van Nuys        Phone   800-331-3282
STATE          CA                                                              9
               91408-2750      Fax     818909-4717


                   Uniform Commercial Code Form UCC-2

(1) FILING OFFICER COPY Prepared with UCC Direct for Windows Data File Services, Inc., P.O. Box 275, Van Nuys, CA, 91408.0275
                                                         Tel (818) 909-2200
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                                       <C>

                                                                                                                    0092023005733002
                     This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code
-----------------------------------------------------------------------------------------------------------------------------------
1. FILE NO. OF ORIG. FINANCING STATEMENT  1A. DATE OF FILING OF ORIG.FINANCING  1B. DATE OF ORIG. FINANCING STATEMENT  1C. PLACE OF
                                              STATEMENT                                                                 FILING ORIG.
                                                                                                                         FINANCING
                                                                                                                         STATEMENT
                 9634660408                               12/10/96                                                       CALIFORNIA
-----------------------------------------------------------------------------------------------------------------------------------
2. DEBTOR (LAST NAME FIRST)                                                                2A. SOCIAL SECURITY NO., FEDERAL TAX NO.

   SPECTRIAN CORPORATION
-----------------------------------------------------------------------------------------------------------------------------------
2B. MAILING ADDRESS                                    2C. CITY. STATE                                   2D. ZIP CODE

    350 W. Java Drive                                      Sunnyvale, CA                                       94089
-----------------------------------------------------------------------------------------------------------------------------------
3. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST)                                            3A. SOCIAL SECURITY OR FEDERAL TAX NO.


-----------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS                                    3C. CITY,STATE                                    3D. ZIP CODE


-----------------------------------------------------------------------------------------------------------------------------------
4. SECURED PARTY                                                                               SOCIAL SECURITY NO., FEDERAL TAX NO.
   NAME              SILICON VALLEY BANK                                                   4A. OR BANK TRANSIT AND A.B.A. NO.
   MAILING ADDRESS   3003 Tasman Drive
   CITY              Santa Clara                 STATE     CA           ZIP CODE      95054
-----------------------------------------------------------------------------------------------------------------------------------
5. ASSIGNEE OF SECURED PARTY (IF ANY)                                                      5A. SOCIAL SECURITY NO., FEDERAL TAX NO.
        NAME                                                                                   OR BANK TRANSIT AND A.B.A. NO.
        MAILING ADDRESS
        CITY                                     STATE                  ZIP CODE
-----------------------------------------------------------------------------------------------------------------------------------
6.     A  [ ]  CONTINUATION- The original Financing  Statement between the foregoing Debtor and Secured Party bearing the file num-
               ber and date shown above is continued.  If collateral is crops or timber,  check here and insert description of real
               property on which growing or to be grown in item 7 below.                           [ ]

       B  [ ]  RELEASE- From the collateral  described in the Financing  Statement bearing the file number shown above, the Secured
               Party releases the collateral described in item 7 below.

       C  [ ]  ASSIGNMENT- The Secured Party certifies that the Secured Party has assigned to the Assignee above named, the Secured
               Party's rights under the Financing Statement bearing the file number shown above in the collateral described in Item
               7 below.

       D  [ ]  TERMINATION- The Secured Party certifies that the Secured Party no longer claims a security interest under Financing
               Statement bearing the file number shown above.

       E  [X]  AMENDMENT-  The  Financing  Statement  bearing the file number  shown above is amended as set forth in Item 7 below.
               (Signature of Debtor required on all amendments.)

       F  [ ]  OTHER Amendment
-----------------------------------------------------------------------------------------------------------------------------------
7.  Debtor's name is hereby amended to: SPECTRIAN CORPORATION, a  Delaware corporation

Collateral is amended to include Exhibit A attached hereto.


-----------------------------------------------------------------------------------------------------------------------------------
                                                                               C   9.       This Space Use of Filing Officer
8.                                                                             O
                              (DATE) __________________________ 19 __________  D              (Date, Time, Filing Office)
                                                                               E
        SPECTRIAN CORPORATION

        /s/ Henry C. Montgomery
        ___________________________________________________________________    1
        By:     Henry C. Montgomery                                   CFO
        ___________________________________________________________________    2
             SIGNATURE(S) OF DEBTOR(S)                              (TITLE)
         SILICON VALLEY BANK                                                   3

        ___________________________________________________________________    4

        BY: _______________________________________________________________    5
                        SIGNATURE(S) OF SECURED PARTY(IES)          (TITLE)
                                                                               6
------------------------------------------------------------------------------
10.                          Return Copy to                                    7
NAME           Data File Services, Inc.
ADDRESS        P.O. Box 275                                                    8
CITY AND       Van Nuys        Phone   800-331-3282
STATE          CA                                                              9
               91408-2750      Fax     818909-4717


                   Uniform Commercial Code Form UCC-2

(2) FILING OFFICER COPY Prepared with UCC Direct for Windows Data File Services, Inc., P.O. Box 275, Van Nuys, CA, 91408.0275
     ACKNOWLEDGEMENT                                          Tel (818) 909-2200
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
<S>                                                       <C>

                                                                                                                    0092023005733002
                     This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code
-----------------------------------------------------------------------------------------------------------------------------------
1. FILE NO. OF ORIG. FINANCING STATEMENT  1A. DATE OF FILING OF ORIG.FINANCING  1B. DATE OF ORIG. FINANCING STATEMENT  1C. PLACE OF
                                              STATEMENT                                                                 FILING ORIG.
                                                                                                                         FINANCING
                                                                                                                         STATEMENT
                 9634660408                               12/10/96                                                       CALIFORNIA
-----------------------------------------------------------------------------------------------------------------------------------
2. DEBTOR (LAST NAME FIRST)                                                                2A. SOCIAL SECURITY NO., FEDERAL TAX NO.

   SPECTRIAN CORPORATION
-----------------------------------------------------------------------------------------------------------------------------------
2B. MAILING ADDRESS                                    2C. CITY. STATE                                   2D. ZIP CODE

    350 W. Java Drive                                      Sunnyvale, CA                                       94089
-----------------------------------------------------------------------------------------------------------------------------------
3. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST)                                            3A. SOCIAL SECURITY OR FEDERAL TAX NO.


-----------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS                                    3C. CITY,STATE                                    3D. ZIP CODE


-----------------------------------------------------------------------------------------------------------------------------------
4. SECURED PARTY                                                                               SOCIAL SECURITY NO., FEDERAL TAX NO.
   NAME              SILICON VALLEY BANK                                                   4A. OR BANK TRANSIT AND A.B.A. NO.
   MAILING ADDRESS   3003 Tasman Drive
   CITY              Santa Clara                 STATE     CA           ZIP CODE      95054
-----------------------------------------------------------------------------------------------------------------------------------
5. ASSIGNEE OF SECURED PARTY (IF ANY)                                                      5A. SOCIAL SECURITY NO., FEDERAL TAX NO.
        NAME                                                                                   OR BANK TRANSIT AND A.B.A. NO.
        MAILING ADDRESS
        CITY                                     STATE                  ZIP CODE
-----------------------------------------------------------------------------------------------------------------------------------
6.     A  [ ]  CONTINUATION- The original Financing  Statement between the foregoing Debtor and Secured Party bearing the file num-
               ber and date shown above is continued.  If collateral is crops or timber,  check here and insert description of real
               property on which growing or to be grown in item 7 below.                           [ ]

       B  [ ]  RELEASE- From the collateral  described in the Financing  Statement bearing the file number shown above, the Secured
               Party releases the collateral described in item 7 below.

       C  [ ]  ASSIGNMENT- The Secured Party certifies that the Secured Party has assigned to the Assignee above named, the Secured
               Party's rights under the Financing Statement bearing the file number shown above in the collateral described in Item
               7 below.

       D  [ ]  TERMINATION- The Secured Party certifies that the Secured Party no longer claims a security interest under Financing
               Statement bearing the file number shown above.

       E  [X]  AMENDMENT-  The  Financing  Statement  bearing the file number  shown above is amended as set forth in Item 7 below.
               (Signature of Debtor required on all amendments.)

       F  [ ]  OTHER Amendment
-----------------------------------------------------------------------------------------------------------------------------------
7.  Debtor's name is hereby amended to: SPECTRIAN CORPORATION, a  Delaware corporation

Collateral is amended to include Exhibit A attached hereto.


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                                                                               C   9.       This Space Use of Filing Officer
8.                                                                             O
                              (DATE) __________________________ 19 __________  D              (Date, Time, Filing Office)
                                                                               E
        SPECTRIAN CORPORATION

        /s/ Henry C. Montgomery
        ___________________________________________________________________    1
        By:     Henry C. Montgomery                                   CFO
        ___________________________________________________________________    2
             SIGNATURE(S) OF DEBTOR(S)                              (TITLE)
         SILICON VALLEY BANK                                                   3

        ___________________________________________________________________    4

        BY: _______________________________________________________________    5
                        SIGNATURE(S) OF SECURED PARTY(IES)          (TITLE)
                                                                               6
------------------------------------------------------------------------------
10.                          Return Copy to                                    7
NAME           Data File Services, Inc.
ADDRESS        P.O. Box 275                                                    8
CITY AND       Van Nuys        Phone   800-331-3282
STATE          CA                                                              9
               91408-2750      Fax     818909-4717


                   Uniform Commercial Code Form UCC-2

(3) FILING OFFICER COPY Prepared with UCC Direct for Windows Data File Services, Inc., P.O. Box 275, Van Nuys, CA, 91408.0275
       SECURED PARTY                                          Tel (818) 909-2200
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                                       <C>

                                                                                                                    0092023005733002
                     This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code
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1. FILE NO. OF ORIG. FINANCING STATEMENT  1A. DATE OF FILING OF ORIG.FINANCING  1B. DATE OF ORIG. FINANCING STATEMENT  1C. PLACE OF
                                              STATEMENT                                                                 FILING ORIG.
                                                                                                                         FINANCING
                                                                                                                         STATEMENT
                 9634660408                               12/10/96                                                       CALIFORNIA
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2. DEBTOR (LAST NAME FIRST)                                                                2A. SOCIAL SECURITY NO., FEDERAL TAX NO.

   SPECTRIAN CORPORATION
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2B. MAILING ADDRESS                                    2C. CITY. STATE                                   2D. ZIP CODE

    350 W. Java Drive                                      Sunnyvale, CA                                       94089
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3. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST)                                            3A. SOCIAL SECURITY OR FEDERAL TAX NO.


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3B. MAILING ADDRESS                                    3C. CITY,STATE                                    3D. ZIP CODE


-----------------------------------------------------------------------------------------------------------------------------------
4. SECURED PARTY                                                                               SOCIAL SECURITY NO., FEDERAL TAX NO.
   NAME              SILICON VALLEY BANK                                                   4A. OR BANK TRANSIT AND A.B.A. NO.
   MAILING ADDRESS   3003 Tasman Drive
   CITY              Santa Clara                 STATE     CA           ZIP CODE      95054
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5. ASSIGNEE OF SECURED PARTY (IF ANY)                                                      5A. SOCIAL SECURITY NO., FEDERAL TAX NO.
        NAME                                                                                   OR BANK TRANSIT AND A.B.A. NO.
        MAILING ADDRESS
        CITY                                     STATE                  ZIP CODE
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6.     A  [ ]  CONTINUATION- The original Financing  Statement between the foregoing Debtor and Secured Party bearing the file num-
               ber and date shown above is continued.  If collateral is crops or timber,  check here and insert description of real
               property on which growing or to be grown in item 7 below.                           [ ]

       B  [ ]  RELEASE- From the collateral  described in the Financing  Statement bearing the file number shown above, the Secured
               Party releases the collateral described in item 7 below.

       C  [ ]  ASSIGNMENT- The Secured Party certifies that the Secured Party has assigned to the Assignee above named, the Secured
               Party's rights under the Financing Statement bearing the file number shown above in the collateral described in Item
               7 below.

       D  [ ]  TERMINATION- The Secured Party certifies that the Secured Party no longer claims a security interest under Financing
               Statement bearing the file number shown above.

       E  [X]  AMENDMENT-  The  Financing  Statement  bearing the file number  shown above is amended as set forth in Item 7 below.
               (Signature of Debtor required on all amendments.)

       F  [ ]  OTHER Amendment
-----------------------------------------------------------------------------------------------------------------------------------
7.  Debtor's name is hereby amended to: SPECTRIAN CORPORATION, a  Delaware corporation

Collateral is amended to include Exhibit A attached hereto.


-----------------------------------------------------------------------------------------------------------------------------------
                                                                               C   9.       This Space Use of Filing Officer
8.                                                                             O
                              (DATE) __________________________ 19 __________  D              (Date, Time, Filing Office)
                                                                               E
        SPECTRIAN CORPORATION

        /s/ Henry C. Montgomery
        ___________________________________________________________________    1
        By:     Henry C. Montgomery                                   CFO
        ___________________________________________________________________    2
             SIGNATURE(S) OF DEBTOR(S)                              (TITLE)
         SILICON VALLEY BANK                                                   3

        ___________________________________________________________________    4

        BY: _______________________________________________________________    5
                        SIGNATURE(S) OF SECURED PARTY(IES)          (TITLE)
                                                                               6
------------------------------------------------------------------------------
10.                          Return Copy to                                    7
NAME           Data File Services, Inc.
ADDRESS        P.O. Box 275                                                    8
CITY AND       Van Nuys        Phone   800-331-3282
STATE          CA                                                              9
               91408-2750      Fax     818909-4717


                   Uniform Commercial Code Form UCC-2

(4) FILING OFFICER COPY Prepared with UCC Direct for Windows Data File Services, Inc., P.O. Box 275, Van Nuys, CA, 91408.0275
         DEBTOR                                               Tel (818) 909-2200
</TABLE>
<PAGE>

                                   EXHIBIT A-1
                                LIBOR SUPPLEMENT
                                       TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

         This  LIBOR  Supplement  to  Amended  and  Restated  Loan and  Security
Agreement  (the  "Supplement")  is a supplement to Amended and Restated Loan and
Security  Agreement  (the "Loan  Agreement")  dated as of August 9, 1999 between
Silicon Valley Bank ("Bank") and Spectrian Corporation ("Borrower"), and forms a
part of and is incorporated into the Loan Agreement.

1.      Definitions.

         "Business  Day"  means a day of the year  (a)  that is not a  Saturday,
Sunday or other day on which  banks in the  State of  California  or the City of
London are authorized or required to close and (b) on which dealings are carried
on in the interbank market in which Bank customarily participates.

         "Interest  Period"  means  for  each  LIBOR  Rate  Loan,  a  period  of
approximately one, three or six months as the Borrower may elect,  provided that
the last day of an Interest  Period for a LIBOR Rate Loan shall be determined in
accordance with the practices of the LIBOR interbank market as from time to time
in effect,  provided,  further,  in all cases such period shall expire not later
than the applicable Revolving Maturity Date.

         "Interest  Rate"  shall mean as to: (a) Prime  Rate  Loans,  a rate per
annum  equal to the Prime  Rate;  and (b) LIBOR  Rate  Loans a rate of 200 basis
points in excess of the LIBOR Rate (based on the LIBOR Rate  applicable  for the
Interest Period selected by the Borrower).

         "LIBOR Base Rate" means, for any Interest Period for a LIBOR Rate Loan,
the rate of interest  per annum  determined  by Bank to be the per annum rate of
interest as which  deposits in United States  Dollars are offered to Bank in the
London  interbank  market in which Bank  customarily  participates at 11:00 A.M.
(local time in such interbank market) two (2) Business Days before the first day
of such Interest Period for a period approximately equal to such Interest Period
and in an amount approximately equal to the amount of such Loan.

         "LIBOR Rate" shall mean, for any Interest Period for a LIBOR Rate Loan,
a rate per annum  (rounded  upwards,  if  necessary,  to the nearest 1/16 of 1%)
equal to (i) the LIBOR  Base Rate for such  Interest  Period  divided  by (ii) I
minus the Reserve Requirement for such Interest Period.

         "LIBOR Rate Loans"  means any Loans made or a portion  thereof on which
interest is payable based on the LIBOR Rate in accordance with the terms hereof.

         "Prime  Rate"  means the  variable  rate of  interest  per annum,  most
recently  announced by Bank as its "prime rate,"  whether or not such  announced
rate is the lowest rate available from Bank. The interest rate applicable to the
Prime Rate Loans shall change on each date there is a change in the Prime Rate.

         "Prime Rate Loans"  means any Loans made or a portion  thereof on which
interest is payable based on the Prime Rate in accordance with the terms hereof.

         "Regulatory Change" means, with respect to Bank, any change on or after
the date of this Loan Agreement in United States federal,  state or foreign laws
or  regulations,  including  Regulation D, or the adoption or making on or after
such date of any interpretations,  directives or requests applying to a class of
lenders  including Bank of or under any United States  federal or state,  or any
foreign,  laws or  regulations  (whether  or not having the force of law) by any
court or governmental or monetary  authority charged with the  interpretation or
administration thereof.

         "Reserve  Requirement"  means,  for any  Interest  Period,  the average
maximum  rate  at  which  reserves  (including  any  marginal,  supplemental  or
emergency  reserves) are required to be maintained  during such Interest  Period
under Regulation D against "Eurocurrency liabilities" (as such term is used in


                                       2
<PAGE>

Regulation D) by member banks of the Federal  Reserve System.  Without  limiting
the effect of the  foregoing,  the Reserve  Requirement  shall reflect any other
reserves  required to be maintained by Bank by reason of any  Regulatory  Change
against (i) any category of liabilities  which includes deposits by reference to
which the LIBOR Rate is to be determined as provided in the definition of "LIBOR
Base Rate" or (ii) any  category of  extensions  of credit or other assets which
include Loans. -

         2. Requests for Loans;  Confirmation of Initial Loans.  Each LIBOR Rate
Loan shall be made upon the irrevocable  written request of Borrower received by
Bank not later than 11:00 a.m.  (Santa Clara,  California  time) on the Business
Day three (3) Business Days prior to the date such Loan is to be made. Each such
notice  shall  specify  the date such  Loan is to be made,  which day shall be a
Business Day; the amount of such Loan,  the Interest  Period for such Loan,  and
comply  with such  other  requirements  as Bank  determines  are  reasonable  or
desirable in connection therewith.

         Each  written  request  for a LIBOR Rate Loan shall be in the form of a
LIBOR Rate Loan Borrowing  Certificate as set forth on Exhibit A, which shall be
duly executed by the Borrower.

         Each Prime Rate Loan shall be made upon the irrevocable written request
of Borrower received by Bank not later than 11:00 a.m. (Santa Clara,  California
time) on the Business Day one (1) Business day prior to the date such Loan is to
be made. Each such notice shall specify the date such Loan is to be made,  which
day shall be a Business  Day and the amount of such Loan,  and comply  with such
other  requirements as Bank determines are reasonable or desirable in connection
therewith.

         3. Conversion/Continuation of Loans.

         (a)  Borrower  may from time to time  submit in writing a request  that
Prime Rate Loans be  converted  to LIBOR Rate Loans or that any  existing  LIBOR
Rate Loans  continue for an  additional  Interest  Period.  Such  request  shall
specify  the  amount of the Prime Rate Loans  which will  constitute  LIBOR Rate
Loans  (subject  to the limits set forth  below) and the  Interest  Period to be
applicable to such LIBOR Rate Loans.  Each written request for a conversion to a
LIBOR Rate Loan or a continuation of a LIBOR Rate Loan shall be substantially in
the form of a LIBOR  Rate  Conversion/Continuation  Certificate  as set forth on
Exhibit B, which shall be duly  executed by the  Borrower.  Subject to the terms
and conditions contained herein, three (3) Business Days after Bank's receipt of
such a request from Borrower,  such Prime Rate Loans shall be converted to LIBOR
Rate Loans or such LIBOR Rate Loans shall continue,  as the case may be provided
that:

         (i) no Event of Default or event  which with  notice or passage of time
or both would constitute an Event of Default exists;

         (ii) no party hereto shall have sent any notice of  termination of this
Supplement or of the Loan Agreement.

         (iii) Borrower  shall have complied with such  customary  procedures as
Bank has  established  from time to time for Borrower's  requests for LIBOR Rate
Loans

         (iv) the amount of a LIBOR Rate Loan shall be $500,000 or such  greater
amount which is an integral multiple of $50,000; and

         (v) Bank shall have  determined  that the interest Period or L1BOR Rate
is  available  to Bank  which can be  readily  determined  as of the date of the
request for such LIBOR Rate Loan.

         Any request by Borrower to convert Prime Rate Loans to LIBOR Rate Loans
or continue any existing LIBOR Rate Loans shall be irrevocable.  Notwithstanding
anything  to the  contrary  contained  herein,  Bank  shall not be  required  to
purchase United States Dollar deposits in the London  interbank  market or other
applicable  LIBOR Rate market to fund any LIBOR Rate Loans,  but the  provisions
hereof shall be deemed to apply as if Bank had  purchased  such deposits to fund
the LIBOR Rate Loans.



                                       3
<PAGE>

         (b) Any LIBOR  Rate  Loans  shall  automatically  convert to Prime Rate
Loans  upon the last day of the  applicable  Interest  Period,  unless  Bank has
received and approved a complete and proper  request to continue such L1BOR Rate
Loan at least three (3) Business Days prior to such last day in accordance  with
the terms hereof. Any LIBOR Rate Loans shall, at Bank's option, convert to Prime
Rate Loans in the event that (i) an Event of  Default,  or event  which with the
notice or passage of time or both would  constitute  an Event of Default,  shall
exist, (ii) this Supplement or the Loan Agreement shall terminate,  or (iii) the
aggregate  principal  amount of the Prime Rate Loans which have  previously been
converted to LIBOR Rate Loans,  or the  aggregate  principal  amount of existing
LIBOR Rate Loans continued,  as the case may be, at the beginning of an Interest
Period shall at any time during such Interest Period exceeds the Committed Line.
Borrower agrees to pay to Bank, upon demand by Bank (or Bank may, at its option,
charge  Borrower's loan account) any amounts required to compensate Bank for any
loss (including loss of anticipated  profits),  cost or expense incurred by such
person,  as a result of the  conversion  of LIBOR Rate Loans to Prime Rate Loans
pursuant to any of the foregoing.

         (c) On all Loans, Interest shall be payable by Borrower to Bank monthly
in arrears not later than the 1st day of each calendar  month at the  applicable
Interest Rate.

         4. Additional Requirements/Provisions Regarding LIBOR Rate Loans; Etc.

         (a) If for any reason (including  voluntary or mandatory  prepayment or
acceleration), Bank receives all or part of the principal amount of a LIBOR Rate
Loan prior to the last day of the Interest Period for such Loan,  Borrower shall
immediately  notify  Borrower's  account officer at Bank and, on demand by Bank,
pay Bank the amount (if any) by which (i) the  additional  interest  which would
have been payable on the amount so received had it not been  received  until the
last day of such Interest Period exceeds (ii) the interest which would have been
recoverable  by Bank by  placing  the  amount  so  received  on  deposit  in the
certificate of deposit  markets or the offshore  currency  interbank  markets or
United States  Treasury  investment  products,  as the case may be, for a period
starting on the date on which it was so  received  and ending on the last day of
such interest  Period at the interest rate  determined by Bank in its reasonable
discretion.  Bank's  determination as to such amount shall be conclusive  absent
manifest error.

         (b) Borrower shall pay to Bank,  upon demand by Bank, from time to time
such amounts as Bank may  determine to be  necessary  to  compensate  it for any
costs incurred by Bank that Bank  determineS are  attributable  to its making or
maintaining  of any amount  receivable by Bank hereunder in respect of any Loans
relating  thereto (such increases in costs and reductions in amounts  receivable
being  herein  called  "Additional  Costs"),  in each  case  resulting  from any
Regulatory Change which:

                  (i) changes  the basis of  taxation of any amounts  payable to
Bank under this  Supplement  in respect of any Loans (other than  changes  which
affect  taxes  measured  by or imposed on the  overall net income of Bank by the
jurisdiction in which such Bank has its principal office); or

                  (ii)  imposes or  modifies  any  reserve,  special  deposit or
similar requirements relating to any extensions of credit or other assets of, or
any  deposits  with or other  liabilities  of Bank  (including  any Loans or any
deposits referred to in the definition of "LIBOR Base Rate"); or

                  (iii) imposes any other  condition  affecting this  Supplement
(or any of such extensions of credit or liabilities).

Bank will  notify  Borrower  of any event  occurring  after the date of the Loan
Agreement  which will entitle Bank to  compensation  pursuant to this section as
promptly as  practicable  after it obtains  knowledge  thereof and determines to
request such  compensation.  Bank will furnish Borrower with a statement setting
forth the basis and amount of each request by Bank for  compensation  under this
Section 4. Determinations and allocations by Bank for purposes of this Section 4
of  the  effect  of any  Regulatory  Change  on its  costs  of  maintaining  its
obligations  to make  Loans or of  making  or  maintaining  Loans or on  amounts
receivable by it in respect of Loans, and of the additional  amounts required to
compensate Bank in respect of any Additional  Costs,  shall be conclusive absent
manifest error.


                                       4
<PAGE>

         (c) Borrower shall pay to Bank,  upon the request of Bank,  such amount
or amounts as shall be sufficient  (in the sole good faith opinion of such Bank)
to  compensate it for any loss,  costs or expense  incurred by it as a result of
any  failure  by  Borrower  to  borrow a Loan on the  date  for  such  borrowing
specified in the relevant notice of borrowing hereunder.

         (d) If Bank shall determine that the adoption or  implementation of any
applicable law, rule,  regulation or treaty regarding capital  adequacy,  or any
change therein, or any change in the interpretation or administration thereof by
any governmental  authority,  central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance  by  Bank  (or  its
applicable  lending  office)  with any respect or  directive  regarding  capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable  agency, has or would have the effect of reducing the rate of
return on capital of Bank or any person or entity  controlling Bank (a "Parent")
as a consequence of its  obligations  hereunder to a level below that which Bank
(or its Parent) could have achieved but for such adoption,  change or compliance
(taking into  consideration its policies with respect to capital adequacy) by an
amount  deemed by Bank to be  material,  then from time to time,  within 15 days
after  demand by Bank,  Borrower  shall pay to Bank  such  additional  amount or
amounts as will compensate Bank for such reduction. A statement of Bank claiming
compensation  under this  Section and  setting  forth the  additional  amount or
amounts to be paid to it hereunder shall be conclusive absent manifest error.

         (e)  If at  any  time  Bank,  in  its  sole  and  absolute  discretion,
determines that: (i) the amount of the LIBOR Rate Loans for periods equal to the
corresponding  Interest  Periods  are not  available  to  Bank  in the  offshore
currency interbank  markets,  or (ii) the LIBOR Rate does not accurately reflect
the cost to Bank of lending the LIBOR Rate Loan,  then Bank shall  promptly give
notice thereof to Borrower, and upon the giving of such notice Bank's obligation
to make the LIBOR Rate Loans shall terminate, unless Bank and the Borrower agree
in writing to a different  interest rate Loans shall terminate,  unless Bank and
the Borrower agree in writing to a different  interest rate  applicable to LIBOR
Rate Loans. If it shall become unlawful for Bank to continue to fund or maintain
any  Loans,  or to  perform  its  obligations  hereunder,  upon  demand by Bank,
Borrower  shall prepay the Loans in full with accrued  interest  thereon and all
other amounts payable by Borrower hereunder (including,  without limitation, any
amount payable in connection with such prepayment pursuant to Section 4(a)).

                                       5