SECOND AMENDMENT TO MUTUAL WAIVER AGREEMENT

Waiver Agreement

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MTS SYSTEMS CORP | MTS Systems (China) Co, Ltd | Shenzhen SANS Material Testing Co, Ltd, | Shenzhen SANS Measurement Technique Co, Ltd, | Shanghai SANS Testing Machine Co, Ltd

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Title: SECOND AMENDMENT TO MUTUAL WAIVER AGREEMENT
Date: 10/2/2008
Industry: SCIINS Sector: TECHNO

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Exhibit 2.4

SECOND AMENDMENT

MUTUAL WAIVER AGREEMENT

THIS SECOND AMENDMENT TO MUTUAL WAIVER AGREEMENT ( the “ Second Amendment ”) is made as of September 26, 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 July 31, 2008 (the “ Waiver Agreement ”), as amended by that certain Amendment to Mutual Waiver Agreement dated August 29, 2008 (the “ Amendment ”), 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 Second Amendment shall have the same meaning as in the APA, the Waiver Agreement, and/or the Amendment.

B. The parties now wish to further 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 Second Amendment on behalf of itself.

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

AGREEMENT

1. Closing. In Section 2 of the Waiver Agreement the definitions of “Completion of Closing” and “Completion Date of Closing” shall be amended to read September 28, 2008; provided that:

a.	the asset value appraisal project referenced in Section 7.(l) of the Waiver Agreement, that remains subject to Ernst & Young’s approval and agreement, is completed no later than September 24, 2008;

b.	the Escrow Agreement is amended, in accordance with Section 4 below, no later than September 26, 2008;

c.	the Acquired Assets, as required, have been duly transferred to the Purchaser or any of its Affiliates through the relevant government entity registration;

	d.	Sellers provide thirty percent (30%) of third party consents, as “third party consents” is defined in Section 2 of the Amendment (replacing each 90% reference to 30%);

	e.	Sellers comply with the provisions set forth in Sections 7.1, 7.2, 7.4, 7.7, 7.8, 7.9, and 7.10 of the APA; and

	f.	Purchaser complies with the provisions set forth in Section 8 of the APA.

2.	Huang Zhifang . Purchaser hereby waives compliance exclusively against Sellers and parties Lei Qing’an, Zhao Heping, An Jianping, and Shang Zhixing the obligations set forth in Sections 3.2(i) and 3.2(j) of the APA that Huang Zhifang shall execute the Non-Compete Agreement, the Non-Solicitation Agreement, and the Transition Services Agreement. Notwithstanding the foregoing, Purchaser expressly does not waive its rights and reserves all claims, either present or in the future, against Huang Zhifang.

3.	Location of Closing The location for the Completion of Closing as maintained in Section 3 of the Waiver Agreement shall be amended to be at the offices of either Shenzhen SANS Material Testing Co., Ltd, in Shenzhen, PRC, or Shanghai SANS Testing Machine Co., Ltd, in Shanghai, PRC, at the mutual agreement of the parties.

4.	Escrow Period. In Section 5.(b.) of the Waiver Agreement the two references to “August 31, 2008” shall be amended t