Exhibit 10.2


CONFIDENTIAL TREATMENT REQUESTED


–


CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


Amendment to
Supply Agreement between


SunPower Corporation


430 Indio Way


Sunnyvale, CA 94085


USA


hereinafter called “SunPower”


and


Conergy AG


Anckelmannsplatz 1


20537 Hamburg


Germany


hereinafter called “Conergy”


(SunPower and Conergy are hereinafter collectively referred to as
the “Parties” and individually as a “Party”).


Effective as of
June 21, 2007 (the “Effective Date”), the Parties agree to amend under this
amendment (the “Amendment”) the terms of the Supply Agreement between the
Parties dated April 17, 2004, as subsequently amended from time to time (as so
amended, the “Supply Agreement”), as follows:


1.         The Parties
agree that the pricing set forth in the table below shall apply to solar
modules shipped by SunPower commencing July 1, 2007 through June 30, 2008.  SunPower’s committed  volume for such shipments shall be as follows:


	
  Q3-07

  	
   

  	
  Q4-07

  	
   

  	
  Q1-08

  	
   

  	
  Q2-08

  	
   

  	
  TOTAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  13.6 MWp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  € ***/Wp

  	
   

  	
  € ***/Wp

  	
   

  	
  € ***/Wp

  	
   

  	
  € ***/Wp

  	
   

  	
   

  



 


The above allocation per quarter shall be
used as a minimum base for planning purposes. SunPower may elect, for example,
to accelerate shipments for the forecasted volume to deliver earlier than described
above and will use commercially reasonable efforts to deliver the committed volumes
to Conergy’s premises in the said quarter.


2.         ***






***  CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION 



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3.         Conergy
shall pay all invoices at the latest *** after the date of shipment from
SunPower’s factory located in China or Manila.


4.         ***


5.         ***


6.         The Parties
agree to meet again in October 2007 for their future cooperation in 2008/2009,
including the possibility of agreeing to volume forecasts as a basis for
Conergy to buy products from SunPower in the future.


7.         The Parties
shall not, except by mutual agreement, engage in any communications with third
parties regarding SunPower modules, any publicity or any other public
pronouncements regarding the contents of this Amendment, except that either
Party may publicly disclose this Amendment or any matters set forth herein to
the extent required by applicable law or regulation.


8.         This
Amendment sets forth the entire agreement between the Parties with respect to
the subject matter of this Amendment and supersedes and replaces all previous
discussions, negotiations and agreements. 
In the event of any conflict between the provisions of this Amendment
and the provisions of the Agreement, this Amendment shall prevail.  Except as amended by this Amendment, the
terms of the Agreement shall continue in full force and effect.


	
  Hamburg,

  	
  San Jose,

  
	
   

  	
   

  
	
  /s/ Monika Leiner

  	
   

  	
  /s/ Howard
  Wenger

  	
   

  
	
   

  	
   

  
	
  Conergy AG

  	
  SunPower Corp.

  
				



 






***  CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION 



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