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Agreement#: AG-118320
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Mar 2003 Amdmt To Ose Inc. Exclusive Sales Distributor Agrmt

Effective Date: October 29, 1999
Parties:

OSE USA

Sectors: Electronics and Miscellaneous Technology
Exhibit 10.20.1

AMENDMENT TO

OSE INC. EXCLUSIVE SALES DISTRIBUTOR AGREEMENT


This Amendment (the "Amendment") to OSE Inc. Exclusive Sales Distributor Agreement dated October 29, 1999 (the "Agreement") is made and entered into this day of March, 2003 (the "Effective Date"), between Orient Semiconductor Electronics Ltd., a Taiwanese corporation ("Manufacturer") and OSE Inc. (U.S.), a California corporation ("Distributor").

The Parties agree as follows:

1. Article 6 of the Agreement is amended as follows:

(a) Section 6.3 of the Agreement is deleted in its entirety, provided that Distributor may deduct payments earned by it pursuant to Article 5 from any collections received by Distributor after the Effective Date and shall remit the balance by wire transfer as Manufacturer shall direct within three business days after collection.


(b) Section 6.4 of the Agreement is renumbered ...

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