Amdt. To Product Development Agrmt. Dated 04/10/02

EXHIBIT 10.33


AMENDMENT TO PRODUCT DEVELOPMENT AGREEMENT


THIS AMENDMENT (the "Amendment") to the Product Development Agreement (the "Agreement"), dated as of May 9, 2000 by and between Toshiba Corporation, a Japanese corporation with a principal place of business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan, (hereinafter "Toshiba"), and SanDisk Corporation, a Delaware corporation with a principal place of business at 140 Caspian Court, Sunnyvale, CA 94089, U. S. A. (hereinafter "SanDisk"), is dated and effective as of April 10, 2002.


W I T N E S S E T H
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WHEREAS, Toshiba and SanDisk have entered into a New Master Agreement dated as of April 10, 2002;


WHEREAS, Toshiba and SanDisk desire to amend the Agreement in order to make it consistent with the terms and conditions of the New Master Agreement.


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


A G R E E M E N T
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1. Amendment to Exhibit B to the Agreement. Exhibit B to the Agreement is
--------------------------------------- hereby deleted in its entirety and the Exhibit B attached hereto is substituted in lieu thereof.


2. Information Exchange. Each of Toshiba and SanDisk agree to provide to
-------------------- the other party certain information relating to product development, including without limitation, the information set forth on Exhibit D attached hereto.


3. Governing Law. This Amendment shall be governed by and construed in
------------- accordance with the Governing Law provision incorporated by reference into the Agreement.


4. Effect of this Amendment. Except as specifically amended hereby, the
------------------------ Agreement shall remain in full force and effect as in existence on the date hereof and is hereby ratified and confirmed in all respects.


5. Counterparts. This Amendment may be executed in any number of
------------ counterparts which together shall constitute one and the same instrument.


[Remainder of Page Intentionally Left Blank]


CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.


TOSHIBA CORPORATION


By: /s/ Takeshi Nakagawa
----------------------------------------
Name: Takeshi Nakagawa
Title: Corporate Senior Vice President
President & CEO
Semiconductor Company


SANDISK CORPORATION


By: /s/ Eli Harari
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