SPECTRIAN CORPORATION

                        1998 EMPLOYEE STOCK PURCHASE PLAN


         The following  constitute  the  provisions  of the 1998 Employee  Stock
Purchase Plan of Spectrian Corporation.

         1.  Purpose.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under  Section  423 of the  Internal  Revenue  Code of  1986,  as  amended.  The
provisions  of the Plan,  accordingly,  shall be  construed  so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2. Definitions.

                  (a)  "Board" shall mean the Board of Directors of the Company.

                  (b)  "Code" shall mean the Internal  Revenue Code of 1986,  as
amended.

                  (c) "Common Stock" shall mean the Common Stock of the Company.

                  (d)  "Company"  shall  mean  Spectrian   Corporation  and  any
Designated Subsidiary of the Company.

                  (e)  "Compensation"  shall mean all base  straight  time gross
earnings,   commissions,   overtime,  shift  premium,   incentive  compensation,
incentive payments, and bonuses.

                  (f) "Designated  Subsidiary"  shall mean any Subsidiary  which
has been  designated  by the Board from time to time in its sole  discretion  as
eligible to participate in the Plan.

                  (g) "Employee" shall mean any individual who is an Employee of
the Company for tax purposes whose  customary  employment with the Company is at
least  twenty (20) hours per week and more than five (5) months in any  calendar
year. For purposes of the Plan, the employment  relationship shall be treated as
continuing  intact  while  the  individual  is on sick  leave or other  leave of
absence  approved by the Company.  Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment  relationship shall be deemed to have terminated on the
91st day of such leave.

                  (h)  "Enrollment  Date"  shall  mean  the  first  day of  each
Offering Period.

                  (i)  "Exercise  Date" shall mean the last  Trading Day of each
Purchase Period.

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                  (j) "Fair Market Value" shall mean, as of any date,  the value
of Common Stock determined as follows:

                           (1) If the Common Stock is listed on any  established
stock exchange or a national  market system,  including  without  limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market  Value  shall be the closing  sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market  trading day on the date of such  determination,  as reported in
The Wall Street Journal or such other source as the Board deems reliable, or;

                           (2) If the  Common  Stock is  regularly  quoted  by a
recognized  securities  dealer but  selling  prices are not  reported,  its Fair
Market  Value  shall be the mean of the  closing  bid and asked  prices  for the
Common Stock on the date of such  determination,  as reported in The Wall Street
Journal or such other source as the Board deems reliable, or;

                           (3) In the absence of an  established  market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.

                  (k) "Offering Periods" shall mean the periods of approximately
twelve (12) months  during which an option  granted  pursuant to the Plan may be
exercised,  commencing on the first Trading Day on or after May 1 and November 1
of each year and  terminating  on the last  Trading  Day in the  periods  ending
twelve months later; provided, however, that the first Offering Period under the
Plan shall  commence  with the first  Trading Day on or after July 1, 1998,  and
shall end on the last Trading Day on or before April 30, 1998.  The duration and
timing of Offering Periods may be changed pursuant to Section 4 of this Plan.

                  (l) "Plan" shall mean this 1998 Employee Stock Purchase Plan.

                  (m)  "Purchase  Price" shall mean 85% of the Fair Market Value
of a share of  Common  Stock on the  Enrollment  Date or on the  Exercise  Date,
whichever  is lower;  provided  however,  that,  in the event (i) the  Company's
shareholders  approve an increase in the number of shares available for issuance
under the Plan, (ii) all or a portion of such additional shares are to be issued
with  respect to one or more  Offering  Periods that are underway at the time of
such shareholder  approval ("New Shares"),  and (iii) the Fair Market Value of a
share of Common  Stock on the date of such  approval  (the  "Authorization  Date
FMV") is higher than the Fair Market Value on the  Enrollment  Date for any such
Offering  Period,  the Purchase Price with respect to New Shares shall be 85% of
the  Authorization  Date FMV or the Fair Market Value of a share of Common Stock
on the Exercise Date, whichever is lower.

                  (n) "Purchase  Period" shall mean the  approximately six month
period  commencing  after one  Exercise  Date and ending with the next  Exercise
Date,  except  that the first  Purchase  Period  of any  Offering  Period  shall
commence on the Enrollment Date and end with the

                                       -2-

<PAGE>


next Exercise Date; provided,  however, that the first Purchase Period under the
Plan shall  commence  with the first  Trading Day on or after July 1, 1998,  and
shall end on the last Trading Day on or before October 31, 1998.

                  (o) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been  exercised and the
number of shares of Common Stock which have been  authorized  for issuance under
the Plan but not yet placed under option.

                  (p)  "Subsidiary"  shall  mean  a  corporation,   domestic  or
foreign, of which not less than 50% of the voting shares are held by the Company
or a  Subsidiary,  whether or not such  corporation  now exists or is  hereafter
organized or acquired by the Company or a Subsidiary.

                  (q)  "Trading  Day" shall mean a day on which  national  stock
exchanges and the Nasdaq System are open for trading.

         3. Eligibility.

                  (a) Any  Employee  who shall be  employed  by the Company on a
given Enrollment Date shall be eligible to participate in the Plan.

                  (b)   Any   provisions   of   the   Plan   to   the   contrary
notwithstanding,  no Employee  shall be granted an option  under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee  pursuant to Section  424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to  purchase  such  stock  possessing  five  percent  (5%) or more of the  total
combined  voting  power or  value of all  classes  of the  capital  stock of the
Company or of any  Subsidiary,  or (ii) to the extent  that his or her rights to
purchase  stock under all employee  stock  purchase plans of the Company and its
subsidiaries  accrues  at a rate  which  exceeds  twenty-five  thousand  dollars
($25,000)  worth of stock  (determined at the fair market value of the shares at
the time such option is granted) for each  calendar year in which such option is
outstanding at any time.

         4. Offering  Periods.  The Plan shall be  implemented  by  consecutive,
overlapping  Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1 and November 1 of each year, or on such other date
as the Board shall  determine,  and continuing  thereafter  until  terminated in
accordance with Section 20 hereof;  provided,  however,  that the first Offering
Period under the Plan shall commence with the first Trading Day on or after July
1, 1998 and shall end on the last Trading Day on or before  April 30, 1998.  The
Board shall have the power to change the duration of Offering Periods (including
the  commencement  dates  thereof)  with  respect  to future  offerings  without
shareholder approval if such change is announced at least five (5) days prior to
the scheduled beginning of the first Offering Period to be affected thereafter.

                                       -3-

<PAGE>


         5. Participation.

                  (a) An eligible  Employee may become a participant in the Plan
by completing a subscription  agreement  authorizing  payroll  deductions in the
form of Exhibit A to this Plan and filing it with the Company's  payroll  office
prior to the applicable Enrollment Date.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering  Period to which such  authorization  is applicable,  unless sooner
terminated by the participant as provided in Section 10 hereof.

         6. Payroll Deductions.

                  (a) At the time a  participant  files his or her  subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering  Period in an amount not exceeding  fifteen percent (15%) of
the  Compensation  which he or she  receives on each pay day during the Offering
Period.

                  (b) All payroll  deductions  made for a  participant  shall be
credited  to his or her  account  under the Plan and shall be  withheld in whole
percentages  only. A participant may not make any additional  payments into such
account.

                  (c) A participant may discontinue his or her  participation in
the Plan as provided in Section 10 hereof,  or may increase or decrease the rate
of his or her payroll  deductions  during the Offering  Period by  completing or
filing with the Company a new  subscription  agreement  authorizing  a change in
payroll  deduction rate. The Board may, in its  discretion,  limit the number of
participation  rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation  more quickly. A participant's
subscription  agreement shall remain in effect for successive  Offering  Periods
unless terminated as provided in Section 10 hereof.

                  (d) Notwithstanding the foregoing,  to the extent necessary to
comply  with  Section   423(b)(8)  of  the  Code  and  Section  3(b)  hereof,  a
participant's  payroll  deductions  may be decreased to zero percent (0%) at any
time during a Purchase Period.  Payroll  deductions shall recommence at the rate
provided in such  participant's  subscription  agreement at the beginning of the
first Purchase Period which is scheduled to end in the following  calendar year,
unless terminated by the participant as provided in Section 10 hereof.

                                       -4-

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                  (e) At the time the option is exercised,  in whole or in part,
or at the time some or all of the  Company's  Common Stock issued under the Plan
is disposed of, the participant  must make adequate  provision for the Company's
federal, state, or other tax withholding  obligations,  if any, which arise upon
the exercise of the option or the  disposition of the Common Stock. At any time,
the Company may, but shall not be obligated to, withhold from the  participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax  deductions or benefits  attributable  to sale or early  disposition  of
Common Stock by the Employee.

         7. Grant of Option.  On the  Enrollment  Date of each Offering  Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on each  Exercise  Date during such  Offering  Period (at the
applicable  Purchase  Price) up to a number of  shares of the  Company's  Common
Stock  determined by dividing such  Employee's  payroll  deductions  accumulated
prior to such Exercise Date and retained in the Participant's  account as of the
Exercise Date by the applicable Purchase Price;  provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than 5,000
shares of the  Company's  Common Stock  (subject to any  adjustment  pursuant to
Section  19), and provided  further that such  purchase  shall be subject to the
limitations  set forth in  Sections  3(b) and 12 hereof.  Exercise of the option
shall  occur as  provided  in  Section  8 hereof,  unless  the  participant  has
withdrawn pursuant to Section 10 hereof. The option shall expire on the last day
of the Offering Period.

         8. Exercise of Option.  Unless a participant withdraws from the Plan as
provided  in  Section 10 hereof,  his or her option for the  purchase  of shares
shall be exercised automatically on the Exercise Date, and the maximum number of
full shares  subject to option shall be purchased  for such  participant  at the
applicable  Purchase Price with the accumulated payroll deductions in his or her
account.  No  fractional  shares  shall be  purchased;  any  payroll  deductions
accumulated  in a  participant's  account which are not sufficient to purchase a
full share  shall be retained in the  participant's  account for the  subsequent
Purchase  Period or  Offering  Period,  subject  to earlier  with  drawal by the
participant  as provided in Section 10 hereof.  Any other  monies left over in a
participant's  account  after  the  Exercise  Date  shall  be  returned  to  the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

         9.  Delivery.  As promptly as  practicable  after each Exercise Date on
which a purchase of shares  occurs,  the Company  shall  arrange the delivery to
each  participant,  as  appropriate,  of a certificate  representing  the shares
purchased upon exercise of his or her option.

                                       -5-

<PAGE>


         10. Withdrawal.

                  (a) A  participant  may withdraw all but not less than all the
payroll  deductions  credited to his or her account and not yet used to exercise
his or her  option  under the Plan at any time by giving  written  notice to the
Company in the form of Exhibit B to this Plan. All of the participant's  payroll
deductions  credited  to his or her  account  shall be paid to such  participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering Period shall be  automatically  terminated,  and no further payroll
deductions for the purchase of shares shall be made for such Offering Period. If
a participant  withdraws from an Offering Period,  payroll  deductions shall not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

                  (b) A  participant's  withdrawal from an Offering Period shall
not have any effect upon his or her  eligibility  to  participate in any similar
plan which may  hereafter  be adopted by the Company or in  succeeding  Offering
Periods which commence after the  termination of the Offering  Period from which
the participant withdraws.

         11.  Termination of Employment.  Upon a participant's  ceasing to be an
Employee,  for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's  account
during the  Offering  Period but not yet used to  exercise  the option  shall be
returned to such  participant or, in the case of his or her death, to the person
or persons  entitled  thereto  under Section 15 hereof,  and such  participant's
option   shall   be   automatically    terminated.    The   preceding   sentence
notwithstanding,  a  participant  who  receives  payment  in lieu of  notice  of
termination  of employment  shall be treated as continuing to be an Employee for
the  participant's  customary number of hours per week of employment  during the
period in which the participant is subject to such payment in lieu of notice.

         12. Interest.  No interest shall accrue on the payroll  deductions of a
participant in the Plan.

         13. Stock.

                  (a) Subject to adjustment  upon changes in  capitalization  of
the Company as provided  in Section 19 hereof,  the maximum  number of shares of
the Company's Common Stock which shall be made available for sale under the Plan
shall be 250,000 shares, plus an annual increase to be added on the first day of
the Company's  fiscal year  beginning in 1999 equal to the lesser of (i) 300,000
shares,  (ii) 2% of the  outstanding  shares on the last day of the prior fiscal
year such date or (iii) a lesser amount  determined by the Board. If, on a given
Exercise  Date,  the number of shares  with  respect to which  options are to be
exercised  exceeds  the  number of shares  then  available  under the Plan,  the
Company

                                       -6-

<PAGE>


shall make a pro rata allocation of the shares remaining  available for purchase
in as uniform a manner as shall be practicable  and as it shall  determine to be
equitable.

                  (b) The participant  shall have no interest or voting right in
shares covered by his option until such option has been exercised.

                  (c) Shares to be  delivered  to a  participant  under the Plan
shall  be  registered  in the  name  of the  participant  or in the  name of the
participant and his or her spouse.

         14.  Administration.  The Plan shall be  administered by the Board or a
committee  of members  of the Board  appointed  by the  Board.  The Board or its
committee  shall have full and  exclusive  discretionary  authority to construe,
interpret  and  apply the terms of the Plan,  to  determine  eligibility  and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination  made by the  Board or its  committee  shall,  to the full  extent
permitted by law, be final and binding upon all parties.

         15. Designation of Beneficiary.

                  (a)  A  participant  may  file  a  written  designation  of  a
beneficiary   who  is  to  receive  any  shares  and  cash,  if  any,  from  the
participant's  account under the Plan in the event of such partici  pant's death
subsequent  to an Exercise  Date on which the option is  exercised  but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written  designation of a beneficiary who is to receive any cash from
the  participant's  account  under the Plan in the  event of such  participant's
death  prior to  exercise of the  option.  If a  participant  is married and the
designated  beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                  (b) Such  designation  of  beneficiary  may be  changed by the
participant  at any time by  written  notice.  In the  event  of the  death of a
participant  and in the absence of a beneficiary  validly  designated  under the
Plan who is living at the time of such  participant's  death,  the Company shall
deliver such shares and/or cash to the executor or  administrator  of the estate
of the participant,  or if no such executor or administrator  has been appointed
(to the knowledge of the Company),  the Company, in its discretion,  may deliver
such  shares  and/or  cash to the  spouse  or to any one or more  dependents  or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         16.   Transferability.   Neither  payroll  deductions   credited  to  a
participant's account nor any rights with regard to the exercise of an option or
to  receive  shares  under the Plan may be  assigned,  transferred,  pledged  or
otherwise  disposed of in any way (other  than by will,  the laws of descent and
distribution or as provided in Section 15 hereof) by the  participant.  Any such
attempt at assignment,

                                       -7-

<PAGE>


transfer,  pledge or other disposition shall be without effect,  except that the
Company may treat such act as an  election  to  withdraw  funds from an Offering
Period in accordance with Section 10 hereof.

         17.  Use of  Funds.  All  payroll  deductions  received  or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         18.  Reports.   Individual   accounts  shall  be  maintained  for  each
participant in the Plan.  Statements of account shall be given to  participating
Employees at least  annually,  which  statements  shall set forth the amounts of
payroll  deductions,  the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

         19.   Adjustments   Upon   Changes  in   Capitalization,   Dissolution,
Liquidation, Merger or Asset Sale.

                  (a) Changes in Capitalization.  Subject to any required action
by the shareholders of the Company,  the Reserves,  the maximum number of shares
each  participant may purchase each Purchase Period  (pursuant to Section 7), as
well as the price per share and the number of shares of Common Stock  covered by
each  option  under  the  Plan  which  has  not  yet  been  exercised  shall  be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Common Stock resulting from a stock split,  reverse stock split, stock
dividend,  combination  or  reclassification  of the Common Stock,  or any other
increase or decrease in the number of shares of Common  Stock  effected  without
receipt of consideration by the Company;  provided,  however, that conversion of
any  convertible  securities  of the  Company  shall  not be deemed to have been
"effected  without receipt of  consideration".  Such adjustment shall be made by
the Board,  whose  determination  in that  respect  shall be final,  binding and
conclusive.  Except as expressly  provided herein, no issuance by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

                  (b) Dissolution or  Liquidation.  In the event of the proposed
dissolution or liquidation of the Company,  the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall  terminate   immediately  prior  to  the  consummation  of  such  proposed
dissolution or  liquidation,  unless  provided  otherwise by the Board.  The New
Exercise Date shall be before the date of the Company's proposed  dissolution or
liquidation.  The Board shall notify each  participant in writing,  at least ten
(10)  business days prior to the New Exercise  Date,  that the Exercise Date for
the participant's  option has been changed to the New Exercise Date and that the
participant's option shall be exercised  automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

                                       -8-

<PAGE>


                  (c) Merger or Asset Sale.  In the event of a proposed  sale of
all or  substantially  all of the  assets of the  Company,  or the merger of the
Company  with or into  another  corporation,  each  outstanding  option shall be
assumed or an equivalent  option  substituted by the successor  corporation or a
Parent  or  Subsidiary  of the  successor  corporation.  In the  event  that the
successor  corporation  refuses  to assume or  substitute  for the  option,  any
Purchase  Periods then in progress  shall be shortened by setting a new Exercise
Date (the "New Exercise  Date") and any Offering  Periods then in progress shall
end on the New Exercise  Date. The New Exercise Date shall be before the date of
the Company's  proposed sale or merger.  The Board shall notify each participant
in writing, at least ten (10) business days prior to the New Exercise Date, that
the  Exercise  Date for the  participant's  option  has been  changed to the New
Exercise Date and that the participant's option shall be exercised automatically
on the New  Exercise  Date,  unless  prior  to such  date  the  participant  has
withdrawn from the Offering Period as provided in Section 10 hereof.

         20. Amendment or Termination.

                  (a) The Board of  Directors of the Company may at any time and
for any reason  terminate  or amend the Plan.  Except as  provided in Section 19
hereof, no such termination can affect options previously granted, provided that
an Offering  Period may be  terminated by the Board of Directors on any Exercise
Date if the Board  determines  that the  termination  of the Plan is in the best
interests of the Company and its shareholders.  Except as provided in Section 19
hereof, no amendment may make any change in any option theretofore granted which
adversely  affects the rights of any  participant.  To the extent  necessary  to
comply with Section 423 of the Code (or any  successor  rule or provision or any
other  applicable  law,  regulation or stock exchange  rule),  the Company shall
obtain shareholder approval in such a manner and to such a degree as required.

                  (b) Without  shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely  affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period,   establish  a  limit  on  the  number  of  shares  purchasable  by  all
participants  at the end of each Purchase  Period,  establish the exchange ratio
applicable to amounts  withheld in a currency  other than U.S.  dollars,  permit
payroll withholding in excess of the amount designated by a participant in order
to adjust  for  delays or  mistakes  in the  Company's  processing  of  properly
completed  withholding  elections,  establish  reasonable waiting and adjustment
periods  and/or  accounting  and  crediting  procedures  to ensure that  amounts
applied  toward  the  purchase  of Common  Stock for each  participant  properly
correspond  with  amounts  withheld  from the  participant's  Compensation,  and
establish  such other  limitations or procedures as the Board (or its committee)
determines in its sole discretion advisable which are consistent with the Plan.

         21. Notices.  All notices or other  communications  by a participant to
the Company  under or in  connection  with the Plan shall be deemed to have been
duly given when received in the form

                                       -9-

<PAGE>


specified by the Company at the  location,  or by the person,  designated by the
Company for the receipt thereof.

         22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder,  and the requirements
of any stock  exchange  upon which the  shares may then be listed,  and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

                  As a condition to the  exercise of an option,  the Company may
require the person  exercising  such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned applicable provisions of law.

         23. Term of Plan.  The Plan shall become  effective upon the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders of the Company.  It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.

         24.  Automatic  Transfer to Low Price  Offering  Period.  To the extent
permitted by any applicable  laws,  regulations,  or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the  Enrollment  Date
of such Offering Period,  then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their  option on such  Exercise  Date and  automatically  re-enrolled  in the
immediately following Offering Period as of the first day thereof.

                                      -10-

<PAGE>


                                    EXHIBIT A


                              SPECTRIAN CORPORATION

                        1998 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT



_____ Original Application                          Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.       ___________________________   hereby  elects  to   participate  in  the
         Spectrian  Corporation 1998 Employee Stock Purchase Plan (the "Employee
         Stock  Purchase  Plan")  and  subscribes  to  purchase  shares  of  the
         Company's Common Stock in accordance with this  Subscription  Agreement
         and the Employee Stock Purchase Plan.

2.       I hereby authorize payroll  deductions from each paycheck in the amount
         of ____% of my  Compensation  on each payday (not to exceed 15%) during
         the Offering  Period in  accordance  with the Employee  Stock  Purchase
         Plan. (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll  deductions shall be accumulated for the
         purchase of shares of Common  Stock at the  applicable  Purchase  Price
         determined  in  accordance  with the Employee  Stock  Purchase  Plan. I
         understand  that if I do not  withdraw  from an  Offering  Period,  any
         accumulated  payroll deductions will be used to automatically  exercise
         my option.

4.       I have received a copy of the complete  Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects  subject to the terms of the Plan. I understand that my
         ability to exercise  the option  under this  Subscription  Agreement is
         subject to shareholder approval of the Employee Stock Purchase Plan.

5.       Shares  purchased for me under the Employee  Stock Purchase Plan should
         be issued in the name(s) of  (Employee  or Employee  and Spouse  only):
         ______________________________________.

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering Period during which I purchased such shares) or one year after
         the Exercise Date, I will be treated for federal income tax purposes


<PAGE>


         as having received  ordinary income at the time of such  disposition in
         an amount equal to the excess of the fair market value of the shares at
         the time such shares were  purchased  by me over the price which I paid
         for the shares.  I hereby agree to notify the Company in writing within
         30 days after the date of any  disposition of my shares and I will make
         adequate  provision  for  Federal,   state  or  other  tax  withholding
         obligations,  if any,  which arise upon the  disposition  of the Common
         Stock.  The Company may, but will not be obligated to, withhold from my
         compensation  the amount  necessary to meet any applicable  withholding
         obligation including any withholding necessary to make available to the
         Company any tax  deductions or benefits  attributable  to sale or early
         disposition  of Common  Stock by me. If I dispose of such shares at any
         time after the expiration of the 2-year and 1-year holding  periods,  I
         understand  that I will be treated for federal  income tax  purposes as
         having received income only at the time of such  disposition,  and that
         such income  will be taxed as ordinary  income only to the extent of an
         amount  equal to the lesser of (1) the excess of the fair market  value
         of the shares at the time of such  disposition  over the purchase price
         which I paid for the shares, or (2) 15% of the fair market value of the
         shares on the first day of the Offering  Period.  The  remainder of the
         gain, if any,  recognized on such  disposition will be taxed as capital
         gain.

7.       I hereby agree to be bound by the terms of the Employee  Stock Purchase
         Plan. The  effectiveness  of this  Subscription  Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the  event of my  death,  I hereby  designate  the  following  as my
         beneficiary(ies)  to receive all  payments  and shares due me under the
         Employee Stock Purchase Plan:


NAME:  (Please print)___________________________________________________________
                           (First)         (Middle)               (Last)


_______________________________               __________________________________
Relationship

                                              __________________________________
                                                     (Address)

                                       -2-

<PAGE>


Employee's Social
Security Number:                              __________________________________



Employee's Address:                           __________________________________

                                              __________________________________

                                              __________________________________


I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



Dated:_________________________               __________________________________
                                                     Signature of Employee


                                              __________________________________
                                                     Spouse's Signature 
                                              (If beneficiary other than spouse)

                                       -3-

<PAGE>


                                    EXHIBIT B


                              SPECTRIAN CORPORATION

                        1998 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


         The  undersigned  participant  in the Offering  Period of the Spectrian
Corporation  1998  Employee  Stock  Purchase  Plan which began on  ____________,
19____ (the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period.  He or she hereby directs the Company to pay
to the  undersigned  as  promptly  as  practicable  all the  payroll  deductions
credited  to his or her  account  with  respect  to such  Offering  Period.  The
undersigned  understands  and agrees  that his or her  option for such  Offering
Period will be automatically  termi nated. The undersigned  understands  further
that no further  payroll  deductions  will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in  succeeding  Offering  Periods  only  by  delivering  to  the  Company  a new
Subscription Agreement.


                                              Name and Address of Participant:

                                              __________________________________

                                              __________________________________

                                              __________________________________


                                              Signature:

                                              __________________________________


                                              Date:_____________________________