* Confidential treatment has been granted or requested with respect to portions of this exhibit, and such
confidential portions have been deleted and separately filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 or Rule 406.
AMENDMENT TO HP/EMS MANUFACTURING AGREEMENT
This Amendment (the "AMENDMENT") to the HP/EMS MANUFACTURING AGREEMENT entered into as
of May 26, 2000 by and between Enhanced Memory Systems, a Delaware corporation ("EMS") and Hewlett-
Packard Company, a Delaware corporation ("HP"), is effective as of February 8, 2002.
WHEREAS, HP and EMS entered into a Manufacturing Agreement effective May 26, 2000 for the design of an
HP Product generally described as an Embedded-DRAM for manufacture in Infineon's 0.17 um Embedded-
WHEREAS, HP has concerns regarding EMS's solvency, and desires additional assurance of project
continuation in the event of insolvency;
WHEREAS, HP and EMS wish to amend the MANUFACTURING AGREEMENT to provide for the payment
of $1,279,341 for the transfer of title and possession rights of certain Necessary Software and Hardware
required to ensure successful completion of the development of HP Products in the event of EMS's insolvency,
and restate the requirements of the remaining Deliverable, Delivery Schedule.
NOW THEREFORE, HP and EMS agree to amend the MANUFACTURING AGREEMENT as follows:
1. The following Section 2.22 will be added to the MANUFACTURING AGREEMENT:
2.22 "Necessary Software and Hardware" means the software and hardware listed on Exhibit N.
2. Section 4.2.5 of the MANUFACTURING AGREEMENT shall be deleted and restated in its entirety to read
3. The following Section 4.6 will be added to the MANUFACTURING AGREEMENT:
4.6 To ensure that the HP Product development will be completed in time for manufacturing and deployment in
HP systems, EMS agrees to, upon execution of this AMENDMENT, transfer title and within 30 days complete
the transfer of physical possession of cop