LOAN MODIFICATION AGREEMENT

         This Loan  Modification  Agreement  is entered  into as of January  31,
2000, by and between Spectrian Corporation  ("Borrower") and Silicon Valley Bank
("Bank").

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

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

Hereinafter,   the   above-described   documents   evidencing  or  securing  the
Indebtedness shall be referred to as the "Existing Loan Documents".

2. DESCRIPTION OF CHANGE IN TERMS.

         A. Modification(s) to Loan Agreement

                  1.       Section 2.1.2 entitled  "Letters of Credit" is hereby
                           amended to read as follows:

                           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   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 $6,000,000. 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.       Section 2.1.3 entitled "Foreign Exchange Sublimit" is
                           hereby amended to read as follows:

                           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
                           $4,000,000  (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.

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

                           "Revolving Maturity Date" is December 31, 2000.

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

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

5. PAYMENT OF LOAN FEE. Borrower shall pay to Bank a fee in the amount of Twenty
Five  Thousand  Dollars  ($25,000)  (the  "Loan  Fee")  plus  all  out-of-pocket
expenses.

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


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


BORROWER:                                BANK:

SPECTRIAN CORPORATION                    SILICON VALLEY BANK

By:  /s/ Michael Angel                   By: /s/ Peter Scott
   ---------------------                    ----------------------
Name:    Michael Angel                   Name:   Peter Scott
     -------------------                      --------------------
Title:   EUP--CFO                        Title:  Vice President
      ------------------                       -------------------

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