Exhibit 10.16

FIFTEENTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

THIS FIFTEENTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of this 13th day of August, 2009, by and between SILICON VALLEY BANK (“Bank”) and XPLORE TECHNOLOGIES CORPORATION OF AMERICA, a Delaware corporation (“Borrower”) whose address is 14000 Summit Drive, Suite 900, Austin, Texas 78728.

RECITALS

A.             Bank and Borrower have entered into that certain Loan and Security Agreement dated as of September 15, 2005, as amended by that certain First Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of November 28, 2005, that certain Letter amending Loan and Security Agreement by and between Bank and Borrower dated as of March 30, 2006, that certain Second Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of May 15, 2006, that certain Third Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of February 28, 2007, that certain Fourth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of March 28, 2008, that certain Fifth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of May 27, 2008, that certain Sixth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of August 6, 2008, that certain Seventh Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of August 29, 2008, that certain Eighth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of September 30, 2008, that certain Ninth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of March 30, 2009, that certain Tenth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of April 10, 2009, that certain Eleventh Amendment to Loan and Security Agreement between Bank and Borrower dated as of April 24, 2009, that certain Twelfth Amendment to Loan and Security Agreement between Bank and Borrower dated as of May 29, 2009, that certain Thirteenth Amendment to Loan and Security Agreement between Bank and Borrower dated as of June 29, 2009 and that certain Fourteenth Amendment to Loan and Security Agreement between Bank and Borrower dated as of July 13, 2009 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B.             Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.             Borrower has requested that Bank amend the Loan Agreement to extend the maturity date.

D.             Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.              Definitions. &