Amendment to Key Employee Agreement

EXHIBIT 10.9O

February 22, 2005

Ross G. Clark

25 Glen Road

Devonport

North Shore City

Auckland

New Zealand

Re:    Amendment to Key Employee Agreement

Dear Ross:

By our signatures below, we hereby agree that effective as of February 22, 2005 this Amendment to Key Employee Agreement amends Section 3 (b) (2) of that certain Key Employee Agreement, dated as of June 23, 2004, as follows:

“Within 12 Months Following a Change of Control. If the Company terminates Executive’s employment without Cause (defined herein) or Executive resigns his employment for Good Reason (defined herein) within twelve (12) months following a Change of Control, Executive shall receive the following severance benefits from the Company (collectively, the “Severance Benefits”): (i) Executive will continue to receive his annual base salary in effect as of the termination effective date (or, if Executive resigns his employment pursuant to Section 3(f)(ii), he will receive payments equal to his base salary in effect prior to the reduction in his compensation leading to his resignation), subject to standard payroll deductions and withholdings, on the Company’s standard payroll dates for the period from the termination effective date and continuing for twelve (12) months thereafter, provided that in order to continue receiving such salary Executive shall not compete with, solicit employees of, or otherwise interfere with the employment relationships of the Company; (ii) the unvested portions of any and all of Executive’s stock option grants or other equity grants will be subject to accelerated vesting such that the number of shares that would have vested if Executive’s employment continued for twelve (12) months following the termination date will immediately vest and become fully exercisable as of the termination effective date; and (iii) if Executive timely elects to continue his Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will reimburse him for the cost of his COBRA premiums to continue his health insurance coverage for him and his dependents (if applicable) for eighteen (18) months following the termination effective date.”

1.

Section 3 (b) (2) above shall be terminated and superseded in its entirety by the following paragraphs and their terms:

“Within 12 Months Following a Change of Control. If the Company terminates Executive’s employment without Cause (defined herein) or Executive resigns his employment for Good Reason (defined herein) within twelve (12) months following a Change of Control, Executive shall receive the following severance benefits from the Company (collectively, the “Severance Benefits”): (i) Executive will continue to receive his annual base salary in effect as of the termination effective date (or, if Executive resigns his employment pursuant to Section 3(f)(ii), he will receive payments equal to his base salary in effect prior to the reduction in his compensation leading to his resignation), subject to standard payroll deductions and withholdings, on the Company’s standard payroll dates for the period from the termination effective date and continuing for twelve (12) months thereafter, provided that in order to continue receiving such salary Executive shall not compete with, solicit employees of, or otherwise interfere with the employment relationships of the Company; (ii) the unvested portions of any and all of Executive’s stock option grants or other equity grants will be subject to accelerated vesting such that all of the shares will immediately vest and become fully exercisable as of the termination effective date; and (iii) if Executive timely elects to continue his Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will reimburse him for the cost of his COBRA premiums to continue his health insurance coverage for him and his dependents (if applicable) for eighteen (18) months following the termination effective date.

All severance provisions provided in this Agreement are subject to the parties entering into a final separation agreement containing the Company’s standard form of release of claims in favor of the Company (attached to the Amendment to Key Employee Agreement on Exhibit D) and other standard provisions, including without limitation, those relating to non-disparagement and confidentiality”

Sincerely