FIRST AMENDMENT TO LEASE



         THIS FIRST AMENDMENT TO LEASE (the  "Amendment"),  dated as of February
12,  1998,  is entered  into by and  between  Stanford  Ranch I, LLC, a Delaware
limited liability company ("Landlord"),  and Spectrian  Corporation,  a Delaware
corporation ("Tenant"),  and is made with reference to the following recitals of
fact:

                                    RECITALS

         A. Landlord and Tenant  entered into that certain Lease dated  December
19, 1997 (the  "Lease"),  for certain  office space  commonly known as Suite 500
(referred  to in the  Lease as the  "Premises"  and  referred  to  herein as the
"Original  Premises") in a building (the  "Building")  containing  approximately
40,000  square feet to be  constructed  within  Atherton  Tech  Center,  Lot 10,
Rocklin, California 95765 (the "Project"). The Lease includes the First Addendum
to Lease dated December 19, 1997 (the "First Addendum").

         B. Tenant  agrees to lease from  Landlord  additional  space within the
Building and otherwise  modify the Lease on all of the terms and  conditions set
forth herein.

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and for other  valuable  consideration,  the receipt and  sufficiency  of
which is hereby acknowledged, the parties hereto do hereby agree as follows:

         1.       Lease of Additional Space.

                  (a)  Additional  Space.  As of  the  Term  Commencement  Date,
Landlord hereby leases to Tenant,  and Tenant hereby leases from Landlord,  that
certain  space in the  Building  depicted  on the Amended  Exhibit "A"  attached
hereto and incorporated  herein by this reference (the "Additional  Space"),  on
all of the terms, provisions and conditions of the Lease as modified hereby. The
Amended Exhibit "A" also depicts the Original Premises,  and the Amended Exhibit
"A"  shall  supersede  and  replace  Exhibit  "A"  attached  to the  Lease.  The
Additional Space contains  approximately 19,142 square feet, and such Additional
Space and the Original Premises together  constitute the entire Building.  As of
the Term  Commencement  Date, the term "Premises," as used in the Lease and this
Amendment,  shall be modified to mean the Original  Premises and the  Additional
Space.

                  (b) Term for  Additional  Space.  The Term of the  Lease  with
respect  to the  Additional  Space  shall  commence  on the  date on  which  the
conditions  set forth in  Section 2B of the Lease  have been  satisfied  as they
relate to the Additional  Space. The parties hereto  anticipate that the Term of
the Lease relating to the Additional  Space will occur on the Term  Commencement
Date. As such,  the  provisions of this  Amendment  pertaining to the Additional
Space  reflect  commencement  of  obligations  thereto  occurring  on  the  Term
Commencement Date.  However, if the Tenant Improvements for the Additional Space
are  not  substantially   completed  by  the  Term   Commencement   Date,  then,
notwithstanding anything contained herein to the contrary, the Term of the Lease
as it relates to the Additional Space shall commence upon substantial completion
of the Tenant  Improvements for the Additional Space and delivery to Tenant of a
copy of a temporary  or  permanent  occupancy  permit for the  Additional  Space
(sometimes referred to herein as the "Additional Space Commencement  Date"). The
term "Tenant  Improvements for the Additional Space" shall mean the improvements
depicted on the Schematic  Drawing  prepared by  Calpo/Hom/Macaulay/Dong,  dated
February 12, 1998, a copy of which is attached hereto as the Amended Exhibit "A"
(sometimes  also referred to herein as the "Schematic  Drawing").  The Lease for
the entire Premises (i.e., the Original Premises and the Additional Space) shall
be  coterminous,  such that the Term of the Lease with respect to the Additional
Space  shall end on the  expiration  or earlier  termination  of the Term of the
Lease with respect to the Original Premises, as it may be extended or renewed.

                  (c)  Base  Rent  for   Additional   Space.   As  of  the  Term
Commencement Date, the Base Rent for the Additional Space shall be as follows:

                           (i) The Base Rent for the first two (2) months  after
the Term Commencement  Date shall be fully abated.  For the period following the
first two (2) months of the abated  Base Rent  through  the next 9 months of the
Term  (the day  after the last day of the last of such  months  is  referred  to
herein as the  "Additional  Space  Base Rent  Increase  Date"),  subject  to the
provisions of Section  1(c)(iii) below, Base Rent for the Additional Space shall
be $8,613.90 per month ($0.45 per square foot of the Additional Space per month)
(it is understood that, if the Additional Space  Commencement  Date occurs after
the Term  Commencement  Date,  the first two months after the  Additional  Space
Commencement Date shall be free of Base Rent for the Additional Space);



<PAGE>
                           (ii) From the  Additional  Space  Base Rent  Increase
Date through the end of the Term,  Base Rent for the  Additional  Space shall be
$16,270.70 per month ($0.85 per square foot of the  Additional  Space per month)
(sometimes  referred to herein as the  "Increased  Base Rent for the  Additional
Space");

                           (iii) The  Additional  Space Base Rent  Increase Date
shall be  lengthened or shortened to the extent the  Construction  Costs for the
Additional Space are less or greater,  respectively,  than Landlord's Additional
Construction Allowance (as defined in Section 1(g) below);

                           (iv) Base Rent for the  Additional  Space (i.e.,  the
initial Base Rent and the Increased Base Rent for the Additional Space) shall be
added  to the Base  Rent for the  Original  Premises  (as the Base  Rent for the
Original  Premises  may  be  increased  to the  extent  the  Tenant  Improvement
Allowance is greater than the Fixed  Allowance,  as provided in Section 5 of the
First  Addendum),  and the combined Base Rent for the  Additional  Space and the
Original  Premises  shall be the Base  Rent for the  entire  Premises  under the
Lease;

                           (v) The  combined  Base Rent for the entire  Premises
shall be  increased  on the 19th,  37th and 54th months of the Term of the Lease
(as calculated from the Term  Commencement  Date) by three and one-half  percent
(3-1/2%) of the then existing combined Base Rent (as it may have been previously
increased). If the Increased Base Rent for the Additional Space is not effective
on the 19th month of the Term,  then the Increased  Base Rent for the Additional
Space shall be deemed to be effective for purposes of  calculating  the increase
in  Base  Rent  for  the  19th  month  of  the  Term.  If the  Additional  Space
Commencement  Date occurs more than sixty (60) days after the Term  Commencement
Date, then the three and one-half  percent  (3-1/2%)  increases in Base Rent for
the  Additional  Space shall be delayed by the number of days following the Term
Commencement Date until the Additional Space  Commencement Date;  however,  this
delay shall not affect the occurrence of the three and one-half percent (3-1/2%)
increases in Base Rent for the Original Premises as described above.

                  (d) Tenant's  Proportionate Share. As of the Term Commencement
Date, Tenant's  Proportionate Share, as set forth in the Basic Lease Information
of the Lease,  shall be increased to 100%,  since,  as of the Term  Commencement
Date, Tenant shall be leasing the entire Building.

                  (e) Parking  Density.  As of the Term  Commencement  Date, the
number of parking spaces available for use by Tenant shall be modified to be all
of the parking spaces located on the Project.

                  (f) Tenant  Improvements for Additional Space.  Landlord shall
alter and improve the Additional Space with the Tenant  Improvements as depicted
in the Schematic  Drawing and in accordance with the terms and conditions of the
Lease  (including,  without  limitation,  all  attachments  thereto);  provided,
however,  that for purposes of determining the scope of the parties' obligations
with respect to the Tenant  Improvements for the Additional Space, the following
shall apply:

                           (i) Landlord  shall act  reasonably and diligently in
the commencement and substantial  completion of the Tenant  Improvements for the
Additional  Space,  and  Tenant  shall act  reasonably  and  cooperatively  with
Landlord to enable the substantial completion of the Tenant Improvements for the
Additional Space to occur at the earliest date  practicable.  The first sentence
of Section  2.2 of the Work Letter  attached as Exhibit "B" to the Lease  (i.e.,
the Commencement Date shall occur by June 1, 1998) shall,  subject to Section 35
of the Lease, be applicable to the Tenant Improvements for the Original Premises
and the Additional Space. In no event, subject to Section 35 of the Lease, shall
the Additional Space Commencement Date occur later than December 31, 1998.

                           (ii) The following  provisions of the Lease shall not
be applicable to the construction of the Tenant  Improvements for the Additional
Space:  (i) the last sentence of Section 1 of the Work Letter and (ii) Section 5
of the First Addendum.

                           (iii)  References  in the Lease  (including,  without
limitation,  the Work Letter) to the Tenant  Improvements  shall mean the Tenant
Improvements for the Additional  Space, and references to the Commencement  Date
shall mean the Term Commencement Date.

If  Tenant  wishes  to make  any  changes  to the  Tenant  Improvements  for the
Additional Space from those depicted on the Schematic Drawing,  and such changes
are  approved  in  writing  by  Landlord   (Landlord's  approval  shall  not  be
unreasonably  withheld,  except  that  Landlord's  approval  may be  withheld in
Landlord's  sole  discretion  as to any changes  which  materially  diminish the
construction  costs of the Tenant  Improvements  for the Additional  Space below
$17.00 per square foot),  then Tenant shall bear the entire cost of such changes
(including,  without  limitation,  all architectural fees and costs, permit fees
and  cost  and  all  additional  costs  to  construct  and  install  the  Tenant
Improvements  for the Additional  Space  [including the 4%  construction  fee to
Landlord]  related to such changes),  and the date of substantial  completion of
the  Tenant  Improvements  for the  Additional  Space  shall be  deemed  to have
occurred on the date same would have occurred but for such changes. The costs of
such  changes  that are to be borne by Tenant  shall be paid by  shortening  the
Additional Space Base Rent Increase Date as described in Section 1(g) below.

                                        2
<PAGE>
                  (g) Payment of  Construction  Costs.  Landlord's  construction
allowance  for  the  Tenant  Improvements  for the  Additional  Space  shall  be
$339,210.00  ($17.67  per  square  foot of the  Additional  Space)  ("Landlord's
Additional Construction  Allowance"),  based upon construction costs of $______,
plus a construction fee to Landlord of 4% of such costs pertaining to the Tenant
Improvements  for the  Additional  Space (which  Tenant  Improvements  shall not
include the Landlord's Work  (Landlord's Work shall be all work for the Building
that is not Tenant  Improvements,  whether such Tenant  Improvements  are to the
Original Premises or the Additional  Space], but shall include the architectural
fees and costs of Calpo/Hom/Macaulay/Dong  for the Project). It is intended that
the monthly Base Rent shall not be increased if the increase in the construction
costs is simply because  construction costs for the Tenant  Improvements for the
Additional Space were higher than expected,  and the monthly Base Rent shall not
be decreased  if there is a decrease in the  construction  costs simply  because
construction  costs for the Tenant  Improvements  for the Additional  Space were
lower than expected.  In the event the actual  construction  costs of the Tenant
Improvements  for  the  Additional  Space  exceeds  or is less  than  Landlord's
Additional  Construction  Allowance  solely due to Tenant  changes in the Tenant
Improvements  for  the  Additional   Space,   Landlord  shall  pay  such  actual
construction costs; provided,  however, that there shall be an adjustment in the
occurrence of the  Additional  Space Base Rent Increase Date (either to lengthen
or  shorten  the time  period  before  which  the  Increased  Base  Rent for the
Additional Space becomes effective and payable) as follows:

                           (i) If the actual  Construction  Costs for the Tenant
Improvements  for the Additional  Space are greater than  Landlord's  Additional
Construction  Allowance due solely to Tenant's changes,  then the amount of such
excess  shall be paid by Tenant to Landlord in the form of a  shortening  of the
time period  before which the  Additional  Space Base Rent Increase Date occurs.
For example,  if such excess is $30,000.00,  then the Additional Space Base Rent
Increase  Date shall occur sooner by four (4) months (and the $627.20  remainder
shall be paid by Tenant to Landlord as additional  Base Rent for the  Additional
Space in the month preceding the Additional Space Base Rent Increase Date).

                           (ii) Alternatively,  if the actual Construction Costs
for the Tenant  Improvements  for the Additional  Space are less than Landlord's
Additional  Construction  Allowance  due solely to  Tenant's  changes,  then the
shortfall shall be recaptured by Tenant in the form of a lengthening of the time
period before which the  Additional  Space Base Rent  Increase Date occurs.  For
example,  if the shortfall is $30,000.00,  then the  Additional  Space Base Rent
Increase  Date shall occur  later by four (4) months (and the $627.20  remainder
shall be a credit against the Base Rent for the Additional Space in the month in
which the Additional Space Base Rent Increase Date occurs).

                           (iii)   Notwithstanding   anything  to  the  contrary
contained in this Section 1(g),  if as a result of Tenant  changes in the Tenant
Improvements for the Additional  Space,  the  construction  costs for the Tenant
Improvements for the Additional Space exceed $406,001.82 ($21.21 per square foot
of the  Additional  Space),  then Tenant  shall pay the excess costs to Landlord
within ten (10) days after written  request  therefor from Landlord,  and in any
event prior to the date Landlord incurs such costs.

                  (h) Evidence of Insurance  Coverage.  On the Term Commencement
Date, Tenant shall cause the insurance which Tenant is obligated to obtain under
the Lease to be revised such that it shall also be  applicable  to and cover the
Original  Premises  and  the  Additional  Space,  and  Tenant  shall  deliver  a
Certificate of Insurance therefor to Landlord on the Term Commencement Date.

         2. Exercise of Right of First Refusal.  The execution of this Amendment
shall be considered as Tenant's exercise of its First Refusal Right contained in
Paragraph  3 of the First  Addendum.  Therefore,  said  Paragraph 3 of the First
Addendum is hereby  deleted in its entirety  and shall have no further  force or
effect.  Furthermore, as a result of the exercise by Tenant of its First Refusal
Right, same automatically  terminated Tenant's Cancellation Option, and as such,
Paragraph 4 of the First  Addendum is also hereby  deleted in its  entirety  and
shall have no further force or effect.

         3. Tenant Estoppel  Statement.  Tenant hereby certifies and agrees that
the Lease is in full force and  effect,  Landlord  is not  currently  in default
under the Lease, and, to the best of Tenant's  knowledge,  no event has occurred
which,  with the giving of notice or the passage of time,  or both,  would ripen
into Landlord's  default under the Lease.  Tenant further  acknowledges that the
Lease  has not been  modified  or  amended  in any way prior to the date of this
Amendment.

         4. Defined Terms;  Captions.  All terms in this Amendment not otherwise
defined herein shall have the same  definitions as are provided  therefor in the
Lease. The captions used in this Amendment are for convenience of reference only
and shall have no effect upon the interpretation of this Amendment.

         5.  Authorization  to Sign.  Landlord  and Tenant  hereby  warrant  and
represent  to each other that the persons  signing the Lease and this  Amendment
have the authority to sign such  documents on behalf of such party and that such
documents  are binding  upon such party in  accordance  with their  terms.  Upon
request  by either  party  hereto,  the other  party  shall  provide  reasonable
evidence of the authority of the signatories on its behalf to the Lease and this
Amendment.

                                        3
<PAGE>
         6.  Ratification  of Lease.  Except as  expressly  amended and modified
herein,  the Lease shall remain in full force and effect and, as hereby amended,
is ratified  and  confirmed  by the parties  hereto.  In the event of a conflict
between the provisions of this Amendment and those of the Lease,  the provisions
of this Amendment shall control.

         7.  Brokers.  The  provisions of Paragraph 36 of the Lease dealing with
the  brokerage  commission  payable  to  Cornish  &  Carey  Commercial  and  the
representation, warranty and indemnity by Tenant contained therein shall also be
applicable to the lease of the Additional Space.

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first set forth above.

"LANDLORD"                                    "TENANT"

STANFORD RANCH I, LLC,                        SPECTRIAN CORPORATION,
a Delaware limited liability company          a Delaware corporation


By: ______________________________            By: ______________________________

    Name:_________________________                Name:_________________________

    Title:________________________                Title:________________________




By: ______________________________            By: ______________________________

    Name:_______________________                  Name:_________________________

    Title:______________________                  Title:________________________


                                        4


<PAGE>


                               AMENDED EXHIBIT "A"


        SCHEMATIC DRAWING SHOWING ORIGINAL PREMISES AND ADDITIONAL SPACE


                                [TO BE ATTACHED]


                                        5