AMENDMENT TO MUTUAL WAIVER AGREEMENT

Exhibit 2.3

AMENDMENT

TO

MUTUAL WAIVER AGREEMENT

THIS AMENDMENT TO MUTUAL WAIVER AGREEMENT (this “ Amendment ”) is made as of August 29, 2008 by and among Shenzhen SANS Material Testing Co., Ltd., Shenzhen SANS Measurement Technique Co., Ltd., Shanghai SANS Testing Machine Co., Ltd., collectively as one party, and MTS Systems (China) Co., Ltd. as the other party, and shall be effective on the same date.

RECITALS

A.            The parties entered into that certain Mutual Waiver Agreement dated as of July 31, 2008 (the “ Waiver Agreement ”), pursuant to which the parties agreed to mutual extension of time and/or waiver with regard to the APA.  Unless the context clearly indicates otherwise, or unless specifically defined otherwise, all defined terms in this Amendment shall have the same meaning as in the APA and/or Waiver Agreement.

B.            The parties now wish to amend the Waiver Agreement to further clarify the intent of the parties and to remove an unnecessary provision.

C.            The parties hereby acknowledge and agree that MTS Systems (Shanghai) Co., Ltd. has changed its name to MTS Systems (China) Co., Ltd. with the new business license issued and therefore MTS Systems (China) Co., Ltd. has the full authority to execute and bind itself to this Amendment on behalf of itself.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties agree as follows:

A G R E E M E N T

1.             Completion of Closing.  Section 2 of the Waiver Agreement shall be amended to supplement the definitions of “Completion of Closing” and “Completion Date of Closing” so that if said date should occur on a Chinese national holiday the parties ma