AMENDMENT OF CONSULTING AGREEMENT

Exhibit 10.28

AMENDMENT

OF

CONSULTING AGREEMENT

THIS AMENDMENT of Consulting Agreement (herein “Amendment”) is made this 22^nd day of May 2007, by and between EXAR Corporation, a corporation incorporated under the laws of the State of Delaware, having its principal office at 00000 Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxx 00000 (herein “Exar”), and Xxxxxxx X. Xxxx, an individual residing at 00000 Xxxxxx Xxxxxxx Xxxxx, Xx Xxxxxx, Xxxxxxxxxx, 00000 (herein “Xx. Xxxx”). This Amendment is pursuant to Section 14 of that certain Agreement dated February 22, 2007 (herein “Agreement”), which permits the parties to modify its terms by a written document signed by both parties.

IN CONSIDERATION of the mutual promises exchanged, the parties agree as follows:

1. GENERAL

Except as otherwise provided in this Amendment, the contractual relationship of the parties will continue to be governed by the terms and conditions of the Agreement. This Amendment shall not be construed as a modification of any provision of the Agreement unless such provision, or portion thereof, is expressly modified herein.

2. TERM

3. The term of Agreement will be extended for an additional period of two (2) months commencing on the date specified above and ending on July 22, 2007,

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written, in counterparts, each of which shall be considered an original, but all of which together shall constitute one instrument.

EXAR CORPORATION						XXXXXXX X. XXXX
By:		/s/ Xxxx X. XxXxxxxxx				By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxx X. XxXxxxxxx				Name:		Xxxxxxx X. Xxxx
Title:		Chair, Corporate Governance and				Title:		Interim President and CEO
		Nominating Committee
Date:		May 22, 2007				Date:		May 22. 2007