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Equipment Procurement Agreement

Equipment Procurement Agreement

This Equipment Procurement Agreement (the Agreement) is made and entered into as of this 31st day of August, 2006 (the Effective Date) by and between OmniVision Trading (Hong Kong) Co. Ltd., a company duly incorporated and existing under the laws of the Hong Kong, having its registered office at Unit 1-2, 8F, Ever Gain Plaza Tower 1, 88 Container Port Rd. Kwai Chung, N.T., Hong Kong, (hereinafter, OmniVision), and XinTec Inc., a company duly organized and existing under the laws of the Republic of China, having its principal business address at 4F, No. 25, Ji-Lin Road, Chung-Li Industry Park, Tao Yuan Hsien, Taiwan, R.O.C., (XinTec). OmniVision and XinTec are each sometimes referred to as a Party or collectively as the Parties.

WHEREAS, OmniVision and its affiliates are in the business, among others, of design, development and manufacturing of certain CMOS Image Sensor (CIS) products;

WHEREAS, XinTec is in the business, among others, of providing certain Wafer Level Packaging (WLP) services;

WHEREAS, XinTec desires to provide the WLP services to OmniVision on the terms and conditions of a manufacturing agreement (the Manufacturing Agreement) to be negotiated by the Parties, and OmniVision desires to procure certain equipment to be placed at XinTec, solely for XinTec to provide the WLP services to OmniVision.

NOW THEREFORE, in consideration for XinTec to provide WLP services to OmniVision, and for mutual covenants and promises contained herein, the Parties hereto agree as follows:

1 SCOPE AND CONDITIONS OF PROCUREMENT

1.1 The Equipment. Subject to the terms and conditions of this Agreement, OmniVision agrees to procure, through XinTec, certain equipment (each individually or collectively, the Equipment)for purpose of setting up the CSP2 and CSP3 production lines at XinTec for the WLP services, and XinTec agrees to place orders, accept and install or have installed such Equipment.

1.2 Purchase Procedures. XinTec shall submit for acknowledgement and approval by OmniVision the list or lists of such Equipment as required for setting up the production lines contemplated by both Parties, along with i) the purchase schedule in line with the Clean Room progress set forth in Section 1.4 below; and ii) the quotations from suitable equipment vendors. Upon confirmation by OmniVision, XinTec may place the purchase orders to the pre-approved equipment vendors. Equipment purchased and to be purchased shall be attached hereto as Exhibit A, and may be modified from time to time as necessary and as agreed by both Parties. OmniVision and XinTec shall negotiate in good faith and finalize the complete list of Equipment and purchase schedules within

Confidential

three (3) months after Effective Date. Subject to written approval of OmniVision, any advance payment made by XinTec on behalf of OmniVision towards the procurement of the Equipment will be reimbursed by OmniVision pursuant to the provisions set forth herein.

1.3 Purchase Fund. Subject to the terms and conditions of this Agreement, OmniVision agrees to remit fund to XinTec periodically (each a Purchase Fund) for the procurement of the Equipment in accordance with the approved list(s) and schedule(s) pursuant to Section 1.2 above. The Purchase Fund shall be held in a separate account and in trust for the benefit of OmniVision. The Purchase Fund will be disbursed and replenished from time to time for the payment of the Equipment or reimbursement of the advance payments made by XinTec. All disbursements and reimbursements shall be properly documented against duly issued invoices of the equipment vendors, together with packing lists, bills of ladings, and/or other commercial papers. In no event shall the Purchase Fund or any portion of it be used for any other purpose whatsoever. XinTec shall keep detailed records of such account and submit to OmniVision for review at least once a month, or sooner upon receipt of each shipment of Equipment pursuant to Section 1.5. Notwithstanding any provisions to the contrary, the aggregate purchase prices, inclusive of all shipping costs, labor costs, taxes, duties, insurances and installation fees, of the Equipment shall not exceed Fifty Million US Dollars ($50,000,000) (the Maximum Purchase Price). XinTec agrees that any amount over the Maximum Purchase Price shall be XinTecs sole obligation. Upon disbursement and reimbursement of the complete list of the Equipment permitted herein, any balance of Purchase Fund, if any, shall be returned promptly to OmniVision.

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***		Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.