SPECTRIAN CORP /CA/
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>6
<FILENAME>p14146_ex1053.txt
<TEXT>

Exhibit 10.53

                           LOAN MODIFICATION AGREEMENT

This Loan  Modification  Agreement is entered into as of August 2, 2001,  by and
between Spectrian Corporation ("Borrower") and Silicon Valley Bank ("Bank").

1. DESCRIPTION OF EXISTING  INDEBTEDNESS:  Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, an Amended and Restated Loan and Security Agreement,  dated August 9,
1999,  as may be amended  from time to time,  (the "Loan  Agreement").  The Loan
Agreement  provided for, among other things,  a Committed  Revolving Line in the
original  principal amount of Ten Million Dollars  ($10,000,000).  Defined terms
used but not otherwise  defined herein shall have the same meanings as set forth
in the Loan Agreement.

Hereinafter,  all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."

2.        DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by
the  Collateral as described in the Loan Agreement.

Hereinafter,  the  above-described  security documents and guaranties,  together
with  all  other  documents  securing  repayment  of the  Indebtedness  shall be
referred to as the "Security  Documents".  Hereinafter,  the Security Documents,
together with all other documents  evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents".

3.       DESCRIPTION OF CHANGE IN TERMS.

         A.       Modification(s) to Loan Agreement.

                  1.    Subsection  (iii) under Section 6.7 entitled  "Financial
                        Covenants" is hereby  amended in its entirety to read as
                        follows:

                        Profitability.  Borrower  will have a minimum net profit
                        of $1 for each quarter net of any realized  gain or loss
                        on the sale of the 1,000,000  shares of CREE Inc. common
                        stock and  related  options,  except that  Borrower  may
                        suffer losses not to exceed  $2,500,000 for the quarters
                        ending September 30, 2001 and December 31, 2001.

         B.       Waiver of Financial Covenant Default(s)

                  1.    Bank hereby waives Borrower's existing default under the
                        Loan Agreement by virtue of Borrower's failure to comply
                        with the Profitability covenant as of quarter ended June
                        30, 2001. Bank's waiver of Borrower's compliance of this
                        covenant  shall  apply  only  to the  foregoing  period.
                        Accordingly,  for the period ended  September  30, 2001,
                        Borrower shall be in compliance  with this covenant,  as
                        amended herein.

                        Bank's  agreement to waive the  above-described  default
                        (1) in no way shall be deemed an  agreement  by the Bank
                        to waive Borrower's  compliance with the above-described
                        covenant  as of all other  dates and (2) shall not limit
                        or impair the Bank's right to demand strict  performance
                        of this covenant as of all other dates and (3) shall not
                        limit  or  impair  the  Bank's  right to  demand  strict
                        performance of all other covenants as of any date.

4.       CONSISTENT  CHANGES.  The Existing Loan  Documents  are hereby  amended
wherever necessary to reflect the changes described above.

5.       NO DEFENSES  OF  BORROWER.  Borrower  (and each  guarantor  and pledgor
signing  below) agrees that, as of the date hereof,  it has no defenses  against
the obligations to pay any amounts under the Indebtedness.
<PAGE>

6.       PAYMENT OF LOAN FEE. Borrower shall pay Bank a fee in the amount of Two
Thousand  Five  Hundred and 00/100  Dollars  ($2,500.00)  ("Loan  Fee") plus all
out-of-pocket expenses.

7.       CONTINUING  VALIDITY.  Borrower (and each guarantor and pledgor signing
below) understands and agrees that in modifying the existing Indebtedness,  Bank
is relying upon Borrower's  representations,  warranties, and agreements, as set
forth in the Existing Loan Documents.  Except as expressly  modified pursuant to
this Loan  Modification  Agreement,  the terms of the  Existing  Loan  Documents
remain unchanged and in full force and effect. Bank's agreement to modifications
to the existing Indebtedness pursuant to this Loan Modification  Agreement in no
way shall obligate Bank to make any future  modifications  to the  Indebtedness.
Nothing in this Loan  Modification  Agreement shall constitute a satisfaction of
the  Indebtedness.  It is the intention of Bank and Borrower to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party is
expressly  released by Bank in writing.  Unless expressly  released  herein,  no
maker,  endorser,  or  guarantor  will  be  released  by  virtue  of  this  Loan
Modification Agreement.  The terms of this paragraph apply not only to this Loan
Modification Agreement, but also to all subsequent loan modification agreements.

8.       CONDITIONS.  The effectiveness of this Loan  Modification  Agreement is
conditioned upon payment of the Loan Fee.

         This Loan  Modification  Agreement  is  executed  as of the date  first
written above.

BORROWER:                                      BANK:

SPECTRIAN CORPORATION                          SILICON VALLEY BANK


By:    /s/ Michael D. Angel                    By: /s/ Meg Piper
   --------------------------------               ------------------------------
Name:  Michael D. Angel                        Name:   Meg Piper
     ------------------------------                 ----------------------------
Title: EVP and CFO                             Title:     AVP
      -----------------------------                  ---------------------------


</TEXT>
</DOCUMENT>
