LOAN MODIFICATION AGREEMENT

         This Loan Modification  Agreement is entered into as of May 2, 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.       Subsections  (i) and (iii) under Section 6.7 entitled
                           "Financial  Covenants" are hereby amended to read, in
                           their entirety as follows:

                           (i) Quick  Ratio.  a ratio of Quick Assets to Current
                           Liabilities  plus  marketable  securities of at least
                           2.00 to 1.00

                           (ii)  Borrower  will have a minimum  net profit of $1
                           for each  quarter,  except that Borrower may suffer a
                           loss not to exceed  $1,000,000 for the fiscal quarter
                           ending June 30, 2000.

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

                           "Revolving Maturity Date" is June 30, 2001.

         B. Waiver of Financial Covenant Default(s)

                  1.       Bank hereby waives Borrower's  existing default under
                           the Loan Agreement by virtue of Borrower's failure to
                           comply  with the  Profitability  covenant as of month
                           ended March 31,  2000.  Bank's  waiver of  Borrower's
                           compliance of this  covenant  shall apply only to the
                           foregoing period. Accordingly, for the quarter ending
                           June 30, 2000,  Borrower shall be in compliance  with
                           this covenant as amended herein.

                           Bank's agreement to waive the above-described default
                           (1) in no way  shall be deemed  an  agreement  by the
                           Lender  to  waive  Borrower's   compliance  with  the
                           above-described  covenant  as of all other  dates and
                           (2) shall not limit or impair the  Lender's  right to
                           demand strict  performance of this covenant as of all
                           other  dates and (3)  shall  not limit or impair  the
                           Lender's  right to demand strict  performance  of all
                           other covenants as of any date.

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

<PAGE>

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
Sixteen  Thousand  Dollars  ($16,000)  (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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