Exhibit 10.52

                           LOAN MODIFICATION AGREEMENT

This Loan  Modification  Agreement is entered  into as of May 23,  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  (ii) entitled  "Debt/Tangible  Net Worth Ratio" under
               Section 6.7 entitled "Financial  Covenants" is hereby deleted and
               replaced with "Intentionally Omitted".

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


                  (iii)    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  shares  of CREE Inc.
                           common stock.

         3.    The   following   defined  term  under   Section  13.1   entitled
               "Definitions" is hereby amended to read as follows:

                   "Revolving Maturity Date" is June 30, 2002.

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.

6.  PAYMENT OF LOAN FEE.  Borrower  shall pay Bank a fee in the amount of Twenty
Five   Thousand  and  00/100   Dollars   ($25,000.00)   ("Loan  Fee")  plus  all
out-of-pocket expenses.
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7.  CONCERNING  REVISED ARTICLE 9 OF THE UNIFORM  COMMERCIAL  CODE. The Borrower
affirms and reaffirms that  notwithstanding  the terms of the Security Documents
to the contrary, (i) that the definition of "Code", "UCC" or "Uniform Commercial
Code" as set forth in the Security  Documents  shall be deemed to mean and refer
to "the Uniform Commercial Code as adopted by the State of California, as may be
amended and in effect from time to time and (ii) the Collateral is all assets of
the Borrower.  In connection  therewith,  the Collateral shall include,  without
limitation,  the following  categories  of assets as defined in the Code:  goods
(including  inventory,   equipment  and  any  accessions  thereto),  instruments
(including     promissory     notes),     documents,     accounts     (including
health-care-insurance  receivables,  and license  fees),  chattel paper (whether
tangible or electronic),  deposit accounts,  letter-of-credit rights (whether or
not the letter of credit is  evidenced  by a writing),  commercial  tort claims,
securities and all other investment  property,  general  intangibles  (including
payment  intangibles  and  software),  supporting  obligations  and  any and all
proceeds  of any  thereof,  wherever  located,  whether  now owned or  hereafter
acquired.

8. 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.

9.  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
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Name:   Michael D. Angel                    Name:    Meg Piper
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Title: Chief Financial Officer              Title:  Assistant V.P.
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