NOTICE OF TERMINATION

         This Notice of  Termination  ("Notice")  pursuant to Section  4.1(D) to
that  certain  Employment  Agreement  dated  as  of  April  1,  2000  ("Original
Agreement")  given  by  Spectrian  Corporation,   a  Delaware  corporation  (the
"Company"), to Garrett A. Garrettson ("Executive"),  who acknowledges below that
he agrees to the  provisions  herein.  Terms not defined  herein  shall have the
meanings set forth in the Original Agreement.

         WHEREAS,  Section  4.1(D)  provides  that  the  Executive's  employment
pursuant to the Original  Agreement may be terminated by the Company at any time
during  the  Employment  Period  (as  defined  in  Section  3.1 of the  Original
Agreement) by written notice;

         Pursuant to Sections 4.1(D) and 4.5(B) of the Original  Agreement,  the
Parties hereby agree that:

         1. Date of  Termination.  The Date of Termination as an employee of the
Company,  as defined in Section 4.3 of the Original Agreement shall be March 31,
2002.

         2.  Termination  Without Cause.  The Parties agree that the Company has
the right to  terminate  the  Executive's  employment  at any time and that this
Notice provides that the Executive's  termination will be without cause pursuant
to Section 4.1(D) of the Original Agreement.

         3. Board of Directors.  The Executive  shall cease to serve as Chairman
of the Board of Directors of the Company at any time requested in writing by the
Chief Executive Officer of the Company (the "CEO"), and shall resign as a member
of the  Company's  Board of  Directors  pursuant to Section 4.7 of the  Original
Agreement if asked to do so.

         4. Continued Employment;  Third-Party Employment.  From October 1, 2001
to March 31, 2002,  Executive shall continue to perform his  responsibilities as
the  Technical  Strategist  of the Company on a  half-time  basis and his duties
shall be those determined by the CEO. Executive may be employed by a third party
during the period from  October 1, 2001 to March 31,  2002;  provided,  however,
that such other employment shall not (i) be with a company  competitive with the
Company, (ii) cause Executive to have a conflict of interest with respect to his
duties to the Company, (iii) cause Executive to violate his invention assignment
and  nondisclosure  agreement  with the Company or (iv)  interfere in a material
manner with the Executive's performance of his responsibilities as the Technical
Strategist of the Company.

         5.  Consideration.  The Company shall  provide the  Executive  with the
consideration set forth in Section 4.5(B) of the Original  Agreement,  including
extension of Executive Care Plan medical  benefits  through March  31,2003.  The
parties hereby  acknowledge for purposes of the Executive's  ability to exercise
his  options to  purchase  the  Company's  Common  Stock,  any such  options not
exercised  prior to March 31,  2003  shall  terminate  on such date and shall no
longer be exercisable in whole or in part.

         6.  Release of Claims.  The  Company and the  Executive  agree that the
foregoing  consideration  represents  settlement  in  full  of  all  outstanding
obligations  owed to each other.  The Company  and the  Executive,  on their own
behalf,  and on behalf of their  respective  heirs,  family


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members,  executors officers,  directors,  employees,  investors,  shareholders,
trusts, administrators,  affiliates,  divisions,  subsidiaries,  predecessor and
successor corporations and assigns,  hereby fully and forever release each other
and their respective  heirs,  family members,  executors,  officers,  directors,
employees,   investors,   shareholders,   trusts,  administrators,   affiliates,
divisions,  subsidiaries,  predecessor and successor  corporations  and assigns,
from, and agree not to sue each other concerning, any claim, duty, obligation or
cause of action relating to any matters of any kind,  whether presently known or
unknown,  suspected or  unsuspected,  that either party may possess arising from
any  omissions,  acts or facts  relating to the Company  that have  occurred up,
until and including the Date of Termination including, without limitation:

                  (a) any and all claims relating to or arising from Executive's
employment   relationship   with  the  Company  and  the   termination  of  that
relationship;

                  (b)  any  and  all  claims   relating  to,  or  arising  from,
Executive's  right to  purchase,  or actual  purchase  of shares of stock of the
Company, including, without limitation, any claims for fraud, misrepresentation,
breach of fiduciary duty,  breach of duty under  applicable state corporate law,
and securities fraud under any state or federal law;

                  (c) any and all claims for wrongful termination of employment;
termination in violation of public policy;  discrimination;  breach of contract,
both express and implied;  breach of a covenant of good faith and fair  dealing,
both  express  and  implied;  promissory  estoppel;   negligent  or  intentional
infliction of emotional  distress;  negligent or intentional  misrepresentation;
negligent or  intentional  interference  with contract or  prospective  economic
advantage; unfair business practices;  defamation;  libel; slander;  negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment;  and
conversion;

                  (d) any and all claims for violation of any federal,  state or
municipal statute,  including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age  Discrimination in Employment
Act of  1967,  the  Americans  with  Disabilities  Act of 1990,  the Fair  Labor
Standards Act, the Executive  Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining  Notification  Act, Older Workers  Benefit  Protection
Act; the California Fair Employment and Housing Act, and Labor Code section 201,
et seq. and section 970, et seq.;

                  (e) any and all claims for  violation of the  federal,  or any
state, constitution;

                  (f) any and all  claims  arising  out of any  other  laws  and
regulations relating to employment or employment discrimination; and

                  (g) any and all claims for attorneys'  fees and costs,  except
as provided herein.

The Company and the Executive agree that the release set forth in this Section 6
shall be and remain in effect in all respects as a complete  general  release as
to the  matters  released.  This  release  does not  extend  to any  obligations
incurred under the Original Agreement or this Notice.

         7. Civil Code Section  1542.  The Company and the  Executive  represent
that they are not aware of any claims against each other except for those claims
that are  released by the Original  Agreement  and this  Notice.  Moreover,  the
Company  and  the  Executive  agree  and  represent  that  it  is  within  their
contemplation that they may have claims against each other of which, at the time
of the

                                      -2-

<PAGE>


execution of this Notice,  they have no  knowledge or  suspicion,  but that this
Notice extends to claims in any way based upon, connected with or related to the
matters described in paragraph 6, whether or not known,  claimed or suspected by
the Company and the Executive.  The Company and the Executive  acknowledge  that
they are familiar with the  provisions  of  California  Civil Code Section 1542,
which provides as follows:

         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
         KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR AT THE TIME OF  EXECUTING  THE
         RELEASE,  WHICH  IF  KNOWN BY HIM MUST  HAVE  MATERIALLY  AFFECTED  HIS
         SETTLEMENT WITH THE DEBTOR.

         The Company and the  Executive,  being aware of said Code Section,  and
any other similar state or federal statute,  agree to expressly waive any rights
they may have  thereunder,  as well as under any  other  statute  or common  law
principles of similar effect.

         8.   Acknowledgment   of  Waiver  of  Claims   under  ADEA.   Executive
acknowledges  that he is waiving and  releasing any rights he may have under the
Age  Discrimination  in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and  voluntary.  Executive  and the  Company  agree that this
waiver and  release  does not apply to any rights or claims that may arise under
the  ADEA  after  the  Date of  Termination.  Executive  acknowledges  that  the
consideration  given for this  waiver and  release is in addition to anything of
value to which Executive was already entitled.  Executive  further  acknowledges
that he has been  advised by this  writing  that (a) he should  consult  with an
attorney prior to executing  this Notice;  (b) he has at least  twenty-one  (21)
days from the date he receives this Notice within which to consider this Notice;
(c) he has at least seven (7) days following the execution of this Notice by the
parties to revoke this Notice;  and (d) this Notice shall not be effective until
the  revocation  period has  expired.  Any  revocation  should be in writing and
delivered to Thomas  Waechter,  by close of business on the seventh day from the
date that Executive signed this Notice.  Executive  understands  that,  although
Executive has twenty-one (21) days to consider this Notice, Executive may accept
the terms of this Notice at any time within those twenty-one (21) days.

         9. No Other  Amendments to Original  Agreement.  The remaining terms of
the Original  Agreement  shall remain in force and effect without regard to this
Notice, and this Notice shall become a part of the Original Agreement as if made
on and incorporated as of the date of such agreement.

         10. No Oral  Modification.  This  Notice may not be  altered,  amended,
modified or otherwise  changed in any respect or particular  except by a writing
signed by Executive and the Chief Executive Officer of the Company.

         11.  Governing  Law.  This Notice  shall be governed by the laws of the
State of California.

         12. Counterparts. This Notice may be executed in counterparts, and each
counterpart  shall  have the same  force  and  effect as an  original  and shall
constitute  an  effective,  binding  agreement  on  the  part  of  each  of  the
undersigned. The Notice may be transmitted by facsimile or otherwise.

                                      -3-

<PAGE>


         IN WITNESS  WHEREOF,  the  Parties  have  executed  this  Notice on the
respective dates set forth below.



Dated: September 30, 2001                     SPECTRIAN CORPORATION


                                              By: /s/ Michael D. Angel
                                                  ------------------------------
                                                  Michael D. Angel
                                                  Executive Vice President and
                                                  Chief Financial Officer



ACKNOWLEDGED AND ACCEPTED:

Garrett A. Garrettson, an individual


/s/ Garrett A. Garrettson
-----------------------------------
Garrett A. Garrettson



Dated: September 30, 2001

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