Exhibit 10.54

                           LOAN MODIFICATION AGREEMENT

This Loan  Modification  Agreement is entered into as of September  28, 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.       Section 6.7 entitled "Financial  Covenants" is hereby
                           amended in its entirety to read as follows:

                           (i) Quick  Ratio.  A ratio of Quick Assets to Current
                           Liabilities of at least 3.00 to 1.00.

                           For  calculation  purposes,  current  portion  of the
                           deferred  gain  on  sale  of  Ultra  RF  will  not be
                           included under Current Liabilities.

                           (ii)  Tangible Net Worth  (Quarterly).  Borrower will
                           maintain a minimum  Tangible Net Worth of $90,000,000
                           for each quarter  beginning  with the quarter  ending
                           December 31, 2001.

                           (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  1,000,000  shares of
                           CREE Inc.  common stock and related  options,  except
                           that   Borrower  may  suffer  losses  not  to  exceed
                           $5,000,000 for the quarter ending September 30, 2001.
                           Notwithstanding  the  foregoing,  Bank  will not test
                           this covenant going forward.

                  2.       Section 8.3  entitled  "Material  Adverse  Change" is
                           hereby amended in its entirety to read as follows:

                           If there (i) occurs a material  adverse change in the
                           business,  operations,  or  condition  (financial  or
                           otherwise)  of the  Borrower,  or (ii) is a  material
                           impairment  of

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                           the  prospect  of  repayment  of any  portion  of the
                           Obligations or (iii) is a material  impairment of the
                           value or priority of Bank's security interests in the
                           Collateral.


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 Two
Thousand  Five Hundred  Dollars  ($2,500)  ("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
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Name: Michael D. Angel                         Name: Meg Piper
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Title: CFO                                     Title: AVP
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