CONFIDENTIAL TREATMENT

                                  AMENDMENT OF
                          PURCHASE AND SUPPLY AGREEMENT

         This Agreement, dated as of October 19, 2001 (referred to below as this
"Amendment"),   is   entered   into  by  and   between   Spectrian   Corporation
("Spectrian"),  a Delaware corporation,  and UltraRF, Inc. ("UltraRF"),  a North
Carolina corporation, as an amendment of the Purchase and Supply Agreement dated
as of December  29, 2000 (the  "Supply  Agreement")  previously  entered into by
Spectrian and UltraRF (then known as Zoltar Acquisition,  Inc.). All capitalized
terms used in this  Amendment  without  definition  shall have the  meanings set
forth in the Supply Agreement.

                                    Recitals

         WHEREAS,  Spectrian and UltraRF desire to amend the Supply Agreement to
adjust the Minimum  Commitment for certain  calendar  quarters and to agree upon
certain other matters relating to the Supply Agreement, all as set forth below;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
provisions  hereof,  and  intending to be legally  bound,  Spectrian and UltraRF
agree as follows:

         1. Section 1.2 of the Supply  Agreement  is hereby  amended by revising
the table of Minimum Commitments contained therein to read as follows:

       "Calendar Quarter Ending                  Minimum Commitment
       ------------------------                  ------------------

          March 31, 2001                              $6,800,000
          June 30, 2001                               $7,500,000
          September 30, 2001                          $8,300,000
          December 31, 2001                           $7,500,000
          March 31, 2002                              [***]
          June 30, 2002                               [***]
          September 30, 2002                          [***]
          December 31, 2002                           [***]"

         2.  Notwithstanding  anything herein or in the Supply  Agreement to the
contrary, including, without limitation, the provisions of Sections 1.2, 2.2 and
3.1 of the  Supply  Agreement,  during  each  of the  calendar  quarters  ending
December 31, 2001 (referred to below as "Q4 2001"),  March 31, 2002 (referred to
below as "Q1 2002") and June 30, 2002  (referred to below as "Q2 2002")  UltraRF
will  not and is not  obligated  to  ship  Components  to  Spectrian  having  an
aggregate  purchase price that exceeds the respective  Minimum Commitment amount
referred to above in Section 1.2 of this Amendment for such calendar quarters.

         3.  Notwithstanding  anything herein or in the Supply  Agreement to the
contrary, including, without limitation, the provisions of Sections 1.2, 2.2 and
3.1 of the  Supply  Agreement,  approximately  $[***] of Firm  Orders  which had
Original Delivery Dates in Q4 2001


[***]  Confidential  treatment  requested pursuant to a request for confidential
treatment filed  with the Securities and Exchange Commission.  Omitted  portions
have been filed separately with the Commission.


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                                                          CONFIDENTIAL TREATMENT


shall be deemed  amended  hereby  such that  these  Firm  Orders  shall now have
Original  Delivery Dates in Q1 2002 and shall be deemed Spectrian  Purchases for
Q1 2002.

         4.  Notwithstanding  anything herein or in the Supply  Agreement to the
contrary, including, without limitation, the provisions of Sections 1.2, 2.2 and
3.1 of the Supply  Agreement,  the  approximately  $[***] of Components sold and
shipped by UltraRF to Spectrian on September 29, 2001, and received by Spectrian
on October 2, 2002, shall be deemed Spectrian Purchases for Q4 2001.

         5.  Concurrent  with the  execution of this  Amendment,  Spectrian  has
delivered to UltraRF and UltraRF has accepted  Firm Orders for  Components to be
delivered  during Q1 2002 having an aggregate  purchase  price of  approximately
$[***] (inclusive of the approximately $[***] of Components referred to above in
Section 3 of this Amendment) (referred to below as the "Q1 Orders") and that the
Q1  Orders  have been  made in  accordance  with the  provisions  of the  Supply
Agreement,  including,  without limitation,  Sections 2.2 and 2.4. The Q1 Orders
include  Components in the form of finished  goods having an aggregate  purchase
price of approximately $[***] that are to incorporate devices based on UltraRF's
LDMOS 8 technology and conform to the applicable Competitive  Specifications (as
defined below) (referred to below as the "New Device Finished  Goods").  The New
Device  Finished  Goods  included in the Q1 Order  include  approximately  [***]
units.  Spectrian and UltraRF hereby  acknowledge and agree that UltraRF has not
yet  qualified  the  New  Device  Finished  Goods  for   production,   that  the
qualification of such Components may not occur in time to permit delivery during
Q1 2001, and that such  Components may never be qualified or delivered.  UltraRF
will use all commercially reasonable efforts to qualify, produce and deliver New
Device  Finished  Goods to Spectrian  and to do so during Q1 2002 in  accordance
with the Q1 Orders, but shall have no liability, except as expressly provided in
paragraph  7 of this  Amendment,  due to any delay in  delivery  or  failure  to
deliver such Components.

         6. In the event  UltraRF is unable to deliver  the New Device  Finished
Goods during Q1 2001 in  accordance  with the Q1 Orders,  then  Spectrian  shall
purchase and accept delivery from UltraRF, and UltraRF shall sell and deliver to
Spectrian,  die for use in manufacturing the New Device Finished Goods (referred
to below as the  "Spectrian  Die Bank") on [***],  having an aggregate  purchase
price of $[***] minus the aggregate  purchase price of New Device Finished Goods
delivered by UltraRF to Spectrian during Q1 2002 (such difference being referred
to below as the  "Aggregate  Die  Purchase  Price").  In the event that  UltraRF
delivers the Spectrian Die Bank to Spectrian,  then UltraRF  agrees that it will
not deliver any further New Device  Finished Goods to Spectrian from [***] until
[***].  The Spectrian Die Bank shall include the  equivalent  number of units in
die form necessary to deliver units of New Device Finished Goods to Spectrian in
Q2 2002, representing the difference between (1) [***] times the number of units
of New Device Finished Goods specified in the Q1 Order,  and (2) [***] times the
number of units of New Device  Finished Goods  delivered to Spectrian in Q1 2002
on or before March 22, 2002. The price per unit for the Spectrian Die Bank shall
be [***] of the unit  price on the Q1 Order for the New Device  Finished  Goods.
The parties hereby  acknowledge  and agree that the Aggregate Die Purchase Price
shall  count  towards  the Q1 2002  Minimum  Commitment.  UltraRF

[***]  Confidential  treatment  requested pursuant to a request for confidential
treatment filed  with the Securities and Exchange Commission.  Omitted  portions
have been filed separately with the Commission.


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                                                          CONFIDENTIAL TREATMENT


will hold the Spectrian Die Bank for use in  manufacturing  New Device  Finished
Goods for  Spectrian,  but title  and risk of  damage or loss will  remain  with
Spectrian.  UltraRF will use all commercially reasonable efforts to complete the
manufacture  of all the  Spectrian  Die Bank into units of New  Device  Finished
Goods (referred to below as "Completed Die Into Finished Goods") within a 90 day
period ending [***] (referred to below as "Completion  Period"),  but shall have
no liability due to any delay in delivery or failure to deliver such  Components
except as expressly  provided in paragraph 7 of this Amendment.  Spectrian shall
purchase and accept  delivery of the Completed  Die Into  Finished  Goods for an
additional  price per unit  equal to [***] of the unit  price for the New Device
Finished  Goods (that is, an  aggregate  purchase  price of up to $[***] for the
Completed Die Into Finished Goods which together with the Aggregate Die Purchase
Price represents an aggregate  purchase price of up to $[***] for all New Device
Finished Goods made from the Spectrian Die Bank). Spectrian shall have the right
to designate different packaging types for packaging the Spectrian Die Bank than
the packaging  types  previously  designated on its purchase  orders for the New
Device  Finished  Goods,  provided that UltraRF  receives  written notice of the
change not later than November 30, 2001 for the Q1 Order of New Device  Finished
Goods and not later than  January 31, 2002 for the mix of products of  Completed
Die Into Finished  Goods from the  Spectrian Die Bank and provided  further that
new packaging type designated by Spectrian is a standard package type offered by
UltraRF.  The parties acknowledge and agree that the aggregate purchase price of
Completed Die Into Finished Goods (not  including the Die Purchase  Price) shall
count as Spectrian Purchases towards the Q2 2002 Minimum Commitment.

         7. In the event UltraRF is unable to deliver some portion or all of the
Completed Die Into Finished  Goods to Spectrian  during the  Completion  Period,
then upon the expiration of the Completion Period all units of the Spectrian Die
Bank not  incorporated  into  Completed  Die Into  Finished  Goods  delivered to
Spectrian  will  become the  property of UltraRF and  Spectrian  will  receive a
credit  (referred to below as the "Spectrian  Credit") from UltraRF equal to the
difference  of (i) [***] of the Die  Purchase  Price and (ii) the product of (A)
[***] of the Die  Purchase  Price  and (B) a  fraction  whose  numerator  is the
purchase price of the Completed Die Into Finished  Goods which are  manufactured
in the Completion  Period and whose  denominator is the Die Purchase Price.  The
Spectrian  Credit  shall be  applied,  at  Spectrian's  election,  to reduce the
Minimum  Commitment  in any calendar  quarter  starting  with Q3 2002  (provided
UltraRF receives written notice of Spectrian's  election to do so not later than
the first day of the quarter for which the Minimum Commitment is being reduced);
as a credit towards  future  purchases of Components by Spectrian or as a credit
against any payment due for  Components  received by Spectrian but not yet paid.
In the event that Spectrian is unable to use the balance of the Spectrian Credit
as provided above,  it shall so notify UltraRF,  and UltraRF shall then promptly
deliver to Spectrian a cash payment equal to the Spectrian Credit.

         8.  Spectrian  shall be  considered to have  provided  UltraRF  written
notice effective on [***],  pursuant to Section 1.4(b) of the Supply  Agreement,
of Spectrian's  determination to "lock in" Components  corresponding to Motorola
Part  Nos.  [***]  and  [***].   Such  Locked  In  Components  shall  be  deemed
"Competitive" with such Motorola parts, within the meaning of Section 1.4 of the
Supply Agreement, if such Locked In Components meet or exceed Motorola's


[***]  Confidential  treatment  requested pursuant to a request for confidential
treatment filed  with the Securities and Exchange Commission.  Omitted  portions
have been filed separately with the Commission.


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                                                          CONFIDENTIAL TREATMENT


published  specifications  applicable to the  corresponding  Motorola part as in
effect [***] ("Competitive  Specifications").  As such, if UltraRF does not have
Locked In Components  identified above available on or after [***] which meet or
exceed the applicable  Competitive  Specifications,  and if Spectrian thereafter
purchases  such  products from other  vendors,  then such  purchases  from other
vendors in a calendar  quarter shall be deemed to be a  Performance  and Product
Availability Adjustment,  as defined in Section 1.4 (b) of the Supply Agreement,
for purposes of the Minimum Commitment for such quarter.

         9. Spectrian  shall be considered to have given UltraRF  written notice
effective  on [***],  pursuant  to Section  1.4(b) of the Supply  Agreement,  of
Spectrian's determination to "lock in" Components corresponding to Motorola Part
Nos. [***] and [***].  Such Locked In Components  shall be deemed  "Competitive"
with such  Motorola  parts,  within the  meaning  of  Section  1.4 of the Supply
Agreement,  if the  Locked In  Components  meet or exceed  Motorola's  published
specifications  applicable to the corresponding Motorola part as in effect [***]
("Competitive  Specifications")  . As such,  if UltraRF  does not have Locked In
Components identified above available on or after [***] which meet or exceed the
applicable  Competitive  Specifications,  and if Spectrian  thereafter purchases
such products from other  vendors,  then such  purchases from other vendors in a
calendar  quarter shall be deemed to be a Performance  and Product  Availability
Adjustment,  as defined in Section 1.4 (b) of the Supply Agreement, for purposes
of the Minimum Commitment for such quarter.

         10. Except as set forth above,  the Supply  Agreement shall continue in
effect in accordance with its original terms.

         11. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same  instrument.  This Amendment shall be governed by and construed
and  enforced in  accordance  with the laws of the same state as apply under the
terms of the Supply Agreement.

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[***]  Confidential  treatment  requested pursuant to a request for confidential
treatment filed  with the Securities and Exchange Commission.  Omitted  portions
have been filed separately with the Commission.


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                                                          CONFIDENTIAL TREATMENT


         IN WITNESS WHEREOF, Spectrian and UltraRF have caused this Amendment to
be executed in one or more  counterparts  by their  respective  duly  authorized
representatives.

UltraRF, Inc.                            Spectrian Corporation


By:      /s/ Chris Tubis                 By:    /s/ Michael Angel
     ----------------------------           ----------------------------
        Name:  Chris Tubis                    Name:  Michael Angel
        Its:                                  Its: Executive VP and CFO

Date:    November 12, 2001               Date:    November 12, 2001
     ----------------------------             ----------------------------

[***]  Confidential  treatment  requested pursuant to a request for confidential
treatment filed  with the Securities and Exchange Commission.  Omitted  portions
have been filed separately with the Commission.