Current assets

EXHIBIT 10.16

First Amendment to the

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

This Amendment (the “Amendment”) to the Amended and Restated Shareholders’ Agreement dated August 12th, 2005 (the “Amended Agreement”), is hereby made effective this 1st day of January, 2007 (the “Amendment Effective Date”) by and amongst Taiwan Semiconductor Manufacturing Co., Ltd. a company incorporated under the laws of Taiwan, Republic of China (“TSMC”), OmniVision International Holding Ltd., an exempted company incorporated under the Companies Law of Cayman Islands (“OmniVision”), VisEra Technologies Company, Ltd., a company incorporated under the laws of Taiwan, Republic of China (“VisEra Taiwan”), and VisEra Holding Company, an exempted company incorporated under the Companies Law of the Cayman Islands (“VisEra Cayman”).  OmniVision and TSMC are each sometimes referred to herein as a “Shareholder” and collectively as the “Shareholders”; OmniVision, TSMC, VisEra Taiwan and VisEra Cayman are each sometimes referred to herein as a “Party” or collectively as the “Parties”.

WHEREAS, the Parties for their mutual benefit and in furtherance of the Purpose of the Amended Agreement desire to make certain modifications to the Amended Agreement to allow for the infusion of additional capital into the JV;

THEREFORE, in accordance with Section 16.8 of the Amended Agreement, the Parties agree as follows:

1.               The following provisions of the Amended Agreement are hereby amended as follows:

(a)          The words “chip probing,” are hereby added before the words “IC packaging” at the end of line three of Section 1.1.

(b)         The word “shall” is hereby deleted and replaced with the word “may” on line three of Section 3.2(f);

(c)          The words “date of the Approval” is hereby deleted from Section 3.6(a) and replaced by “Amendment Effective Date”;

(d)         The words “in at least the amounts as set forth immediately below, at a par value of US$1.00 and a purchase price of US$1.00” are hereby deleted from Section 3.6(c) and replaced with “in amounts and at an equitable purchase price as the Parties shall mutually agree between them”.

(e)          The word “JULY” on line three of the legend text in Section 3.9 is hereby deleted and replaced with the word “AUGUST”.

2.               The following sections are hereby added to the Amended Agreement:

3.6                                 Final JV Entity; Phase III Transaction; Capitalization of Phase III.