Addendum To The CCD Camera Manufacture And Supply Agreement

Exhibit 10.2


[CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF

THIS AGREEMENT HAVE BEEN REDACTED AND SEPARATELY FILED

WITH THE SECURITIES AND EXCHANGE COMMISSION.]


ADDENDUM

TO

CCD CAMERA MANUFACTURE AND SUPPLY AGREEMENT

This Addendum (this " Addendum" ) to CCD Camera Manufacture and Supply Agreement is made and entered into on this 20th day of April, 2005 by and between Spectral Instruments, Inc., an Arizona corporation with offices located at 420 N Bonita Avenue, Tucson, Arizona 85745 (the " Seller" ), and Xenogen Corporation, a Delaware corporation, with offices located at 860 Atlantic Avenue, Alameda, California 94501 (the " Buyer" ), with reference to the recitals of facts and intentions for the purpose of confirming the covenants hereinafter set forth.


RECITALS :


A. Seller and Buyer have executed that certain CCD Camera Manufacture and Supply Agreement dated April, 2003 (the " Agreement" ) regarding the sale and purchase of the Products, defined in Paragraph l(a) of the Agreement.

B. The initial eighteen (18) month term of the Agreement expired in October, 2004. Pursuant to the provisions of the Agreement, the term of the Agreement was automatically extended for eighteen (18) months from the initial expiration date.


C. Seller and Buyer have executed this Addendum for the purpose of modifying and supplementing the Agreement upon and in accordance with the terms and conditions hereinafter set forth.

COVENANTS :

In light of the forgoing Recitals and in consideration of the Covenants hereinafter set forth, the parties agree as follows:


1. Defined Terms . All capitali ...