CONFIDENTIAL TREATMENTREQUESTED

AHA47

The above referenced Value Added Reseller’s Agreement (“Agreement”) dated January 1, 2008, between Agilent Technologies, Inc. (“Agilent”) and O.I. Corporation (“Reseller”) is hereby amended as follows:

1.	The term of the agreement is modified to be effective for twelve (12) month period beginning January 1, 2010.

2.	Exhibit E305 Version 10 LSCA Value Added Reseller Compensation Exhibit is hereby deleted and replaced with the attached Exhibit E305 Version 10.

 

AGREED TO:			AGREED TO:
Representative:	O.I. Corporation		Agilent::	Agilent Technologies, Inc.
	/s/ J. Bruce Lancaster		/s/ Bill Wynne
	Authorized Representative Signature		Authorized Representative Signature
Name:	J. Bruce Lancaster		Name:	Bill Wynne
Title:	CEO/CFO		Title:	Contracts Specialist
Date:	December 30, 2009		Date:	December 31, 2009
Address:	151 Graham Road		Address:	2850 Centerville Road
	College Station, TX 77845			Wilmington, DE 19808

LSCA VALUE ADDED RESELLER COMPENSATION EXHIBIT

Exhibit E305

DISCOUNT SUMMARY TABLE
	COLUMN I	COLUMN II	COLUMN III	COLUMN IV
Volume Discount (Section 1)	[*]	[*]	[*]	[*]
Volume Performance Discount (Section 2)	[*]	[*]	[*]	[*]
TOTAL DISCOUNT PERCENTAGE	[*]	[*]	[*]	[*]

 

Eligible Products, including applicable standard options, will receive discounts in accordance with the following "Discount Percentage Schedule" at the Estimated Volume level established under this Exhibit. The discounts granted under this Exhibit are in lieu of and not in addition to any other discounts that might be available from Agilent with the exception of certain special promotions that may be offered from time to time.

DISCOUNT PERCENTAGE SCHEDULE
WORLDWIDE	I	II	III	IV
US DOLLAR NET
100,000 -499,999	[*]	[*]	[*]	[*]
500,000 -999,999	[*]	[*]	[*]	[*]
1,000,000 -1,999,999	[*]	[*]	[*]	[*]
2,000,000 -3,999,999	[*]	[*]	[*]	[*]
6,500,000 -UP	[*]	[*]	[*]	[*]

 

Reseller is appointed for the following Products as defined by the solutions in the business plan:

COLUMN I	ALL PRODUCTS FROM PRODUCT LINES	AA Proprietary Supplies 58 Analytical Supplies BC LC Columns JW GC Columns
COLUMN II	SELECTED PRODUCTS FROM PRODUCT LINES	AZ* Gas Chromatography systems and related Products CA* Emerging Markets Measurement Solutions BZ* Gas Chromatography/Mass Spectroscopy Systems and Related Products
COLUMN III	SELECTED PRODUCTS FROM PRODUCT LINES	29* Liquid Chromatography and related Products MA    Spectroscopy 89* LC Mass Spectrometers LI Laboratory Informatics
COLUMN IV	PRODUCTS FROM PRODUCT LINES	8P Replacement Parts

 

Discounts also include all ChemStations associated with these Products

 

Notwithstanding the foregoing, Agilent reserves the right to determine which Products are eligible for discount.

 

 

G1411A	Oracle Client License
G4240A	HPLC-Chip MS Interface for use with Agilent MS

 

Reseller will receive a Volume Performance Discount of [*] percent ([*]%) on all orders placed during the following six (6) month period for Products in Column II and III, if Reseller’s total net purchases of Agilent Products under this Agreement for the prior six (6) months equal or exceed one hundred percent (100%) of volume target specified in Table 1 below.

For new Resellers the Volume Performance Discount will commence only after the initial six (6) months of the Agreement period. Reseller will not be eligible to receive Volume Performance discount unless a business plan has been agreed to between Reseller and Agilent. Should this Agreement be renewed, this section is also applicable during the first six (6) months of the renewal period.

 

1st Half – Agreement period	2nd Half – Agreement period	Agreement period – Annual Volume target
[*]	[*]	[*]

Products purchased for demonstration and development purposes receive an additional discount of [*] percent ([*]%), subject to Section 7 in R200L.

The following warranty terms shall apply:

a)

Reseller will receive an on-site warranty for Products beginning upon Reseller’s acceptance and ending either ninety (90) days thereafter or on the date that Reseller ships the Product(s) to the end-user, whichever occurs first. The end user warranty period for Products begins ninety (90) days after Reseller’s acceptance or the date the Product is received by the end-user, whichever occurs first.

b)	Agilent reserves the right to change the warranty. Such changes will affect only new orders.

c)

Reseller may provide more extensive warranties to end-users for certain Products only to the extent it receives Agilent's prior approval and provided further that Reseller indemnifies Agilent against damages, liability or claims arising from Reseller’s breach of such warranties or associated warranty service.

d)	End-users must provide proof of purchase to be eligible for Agilent warranty service.

a)	Product warranty terms are provided with the Product, on quotations, upon request or at http://www.agilent.com/go/warranty_terms. Each Product receives a global warranty which includes the standard warranty for the country of purchase.

b)	Agilent warrants the Agilent hardware and consumables Products against defects in materials and workmanship and that the Product will conform to Specifications. Agilent warrants that Agilent owned standard Software substantially conforms to Specifications.

c)

If Agilent receives notice of defects or non-conformance during the warranty period, Agilent will, at its option, repair or replace the affected Product. Reseller or end user will pay expenses for return of such Product(s). Agilent will pay expenses for shipment of repaired or replacement Product(s).

d)	THE ABOVE WARRANTIES ARE EXCLUSIVE, AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. AGILENT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.