AMENDMENT 15 TO PRODUCT PURCHASE AGREEMENT

1.

The effective date (“Effective Date”) of this Amendment is February 1, 2009.

2.

Capitalized terms used herein, unless otherwise defined, will have the meanings given in the Agreement.

3.

This Amendment is subject to the Agreement, and in the event of any conflict between a provision of the Agreement and a provision in this Amendment, then the provision of the Agreement will govern, unless this Amendment expressly states otherwise with specific reference to those provisions in this Amendment that will supersede conflicting provisions in the Agreement.

4.

This Amendment may be signed in original or emailed counterparts, and each counterpart will be considered an original, but all of which together will constitute one and the same instrument.

5.

This Amendment adds Supplier’s HP branded [**] products (referred to herein as “[**] Product”) and Supplier’s HP branded [**] products (referred to herein as “[**] Product”) as OEM Products purchased under the Agreement.

6.

In addition to the terms and conditions of the Agreement, the following terms, contained herein, apply to HP’s purchase of the [**] Product.

7.

Definitions:

f.

“CPL” means HP’s Corporate Price List including a listing of all OEM Products available for sale through HP sales channels.

g.

“[**] Product Qualification Start” means February 1, 2009.

h.

“[**] Product Qualification Start” means the commencement date that qualification starts for the [**] Product with a formal technical kick-off meeting between HP and Supplier. The actual date will be determined within thirty (30) days after signing of this Amendment.

i.

“Qualification Completion” means the [**] Product and [**] Product has successfully met all the requirements set forth in Exit Criteria.

j.

“Exit Criteria” is defined in Section 20 of this Amendment.

k.

“General Availability” is defined as the date when HP makes the [**] Product and [**] Products orderable and available to be shipped from HP to HP’s customers.

l.

“OEM Product Forecast” refers to HP’s interlock forecast delivered to Supplier in the month immediately proceeding a fiscal quarter forecasting all OEM Products.  This report is targeted to be delivered two weeks prior to the commencement of HP’s next fiscal quarter.

a.

Qualification Expenses. HP and Supplier will perform all Qualification of the [**] Product and [**] Product and Supplier will [**] HP for HP’s [**] incurred during the Qualification of the Product. [**] HP will be made as follows: [**] per calendar month during the time period the [**] Product is undergoing Qualification and an additional [**] per calendar month during the time period the [**] Product is undergoing Qualification period up to a maximum [**] (for the qualification [**] for both the [**] Product and the [**] Product) of [**], however, the final [**] of these [**] are not due until HP places the respective [**] Product or [**] Product on HP’s Corporate Price List (“CPL”). If the Qualification of the individual products is completed prior to the calendar end of a month, the Supplier will [**] HP a [**] for each product equivalent to the ratio of days Qualification was taking place in the last month.

b.

The Qualification period begins upon the [**] Product Qualification Start and/or the [**] Product Qualification Start, as applicable. The first[**] of the qualification [**] the fifteenth (15 ^th) of the month following qualification start and subsequent [**] on the fifteenth (15th) of each month until the Qualification Completion of the [**] Product and [**] Product or the maximum [**] is met, whichever occurs first. HP will not place the [**] Products or the [**] Product on HP’s CPL until said products meet the Exit Criteria in Section 20. The parties acknowledge that the placement of the [**] Product and the placement of the [**] Products onto HP’s CPL may occur at different dates.

c.

Provision of Product and Equipment . Supplier will, upon HP’s request, provide HP [**] at [**], for qualification purposes. In addition, Supplier will provide HP with a [**] HP’s standard [**] Product and [**] Products that HP elects to purchase from Supplier for Qualification.

a.

If HP and/or Eligible Purchasers take receipt of a combined unit volume of [**] Product and/or [**] Product and/or [**] between [**] in an HP fiscal quarter, Supplier will [**] to HP [**] of HP’s and Eligible Purchasers’ [**] with Supplier for all OEM Products purchased by HP and HP Eligible Purchasers during the same HP fiscal quarter.

b.

If HP and/or Eligible Purchasers take receipt of a combined unit volume of [**] Product and/or [**] Product and/or [**] between [**] in an HP fiscal quarter, Supplier will [**] to HP [**] of HP’s and Eligible Purchasers’ [**] with Supplier for all OEM Products purchased by HP and HP Eligible Purchasers during the same HP fiscal quarter.

c.

If HP and/or Eligible Purchasers take receipt of a combined unit volume of [**] Product and/or [**] Product and/or [**] between [**] in an HP fiscal quarter, Supplier will [**] to HP [**] of HP’s and Eligible Purchasers’ [**] with Supplier for all OEM Products purchased by HP and HP Eligible Purchasers during the same HP fiscal quarter.

d.

If HP and/or Eligible Purchasers take receipt of a combined unit volume of [**] Product and/or [**] Product and/or [**] between [**] in an HP fiscal quarter, Supplier will [**] to HP [**] of HP’s and Eligible Purchasers’ [**] with Supplier for all OEM Products purchased by HP and HP Eligible Purchasers during the same HP fiscal quarter.

e.

If HP and/or Eligible Purchasers take receipt of a combined unit volume of [**] Product and/or [**] Product and/or [**] between [**] in an HP fiscal quarter, Supplier will [**] to HP [**] of HP’s and Eligible Purchasers’ [**] with Supplier for all OEM Products purchased by HP and HP Eligible Purchasers during the same HP fiscal quarter.

f.

If HP and/or Eligible Purchasers take receipt of a combined unit volume of [**] Product and/or [**] Product and/or [**] of [**] or more in an HP fiscal quarter, Supplier will [**] to HP [**] of HP’s and Eligible Purchasers’ [**] with Supplier for all OEM Products purchased by HP and HP Eligible Purchasers during the same HP fiscal quarter.

a.

Supplier will provide [**] marketing [**] per HP fiscal quarter to be used by either HP or Supplier to market the [**] Product and/or [**] Product commencing with the General Availability (GA) of the [**] Product and continuing through Supplier’s second fiscal quarter in 2011 (FQ2’), provided that the [**] Product has completed or is in qualification. HP will [**] Supplier for mutually approved Marketing [**] during the period in which [**] have been incurred. These [**] will be used for marketing activities associated with Supplier’s HP branded [**] Products and/or [**] Products. These [**] will not be used for marketing of [**] Products and/or [**] Products.

b.

Supplier will provide [**] to be used by either HP or Supplier, for [**] Product and/or [**] Product launch activities. HP will collaborate with Supplier on launch activities. [**] will be available prior to the [**] Product being listed on the CPL, provided that the [**] Product has completed or is in qualification. These incremental [**] and [**] launch [**] will be planned for jointly by the parties. HP will [**] Supplier for mutually approved Product launch [**] during the period in which [**] have been incurred. These [**] w