EXHIBIT
10.1

     

    


    AMENDMENT
No. I TO AGILENT VALUE ADDED RESELLER PROGRAM AGREEMENT AHA47

    BY
AND BETWEEN

    AGILENT
TECHNOLOGIES, INC.

    AND

     O.
I.
CORPORATION

    


    The above
referenced Purchase Agreement ("Agreement") dated June 1, 2008, between Agilent
Technologies, Inc. ("Agilent") and O.I. Corporation is hereby amended as
follows:

     

    I.
Exhibit M is attached and hereby made part of above referenced Agreement
AHA47.

     

    ALL
OTHER TERMS AND CONDITIONS OF THE REFERENCED AGREEMENT REMAIN UNCHANGED AND ARE
IN FULL FORCE AND EFFECT.

     

    
      
        
          
            
              	
                      AGREED
      TO:

                    	 
      	
                      AGREED
      TO:

                    
	 
      	 
      	 
      
	
                      AGILENT
      TECHNOLOGIES. INC.

                    	 
      	
                      O.I.
      CORPORATION

                    
	 
      	 
      	 
      
	
                      By:

                    	
                       /s/ Rose Douglas

                    	 
      	
                      By:

                    	
                       /s/ J. Bruce Lancaster

                    
	
                      Rose
      Douglas

                    	 
      	
                      J.
      Bruce Lancaster

                    
	 
      	 
      	 
      
	
                      Title:
      Contracts Specialist

                    	 
      	
                      Title:
      CEO/CFO

                    
	 
      	 
      	 
      
	
                      Address: 
       2850 Centerville Rd

                    	 
      	
                      Address:          
      151 Graham Road

                    
	
                                      
      Wilmington, DE 19808

                    	 
      	
                                               College
      Station, TX 77845

                    
	
                      Date:
      9/5/08

                    	 
      	
                      Date:
      9/4/08

                    


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    


    AHA47                    

     

    Exhibit M
Modified

     

    MULTIPLE
RELEASE POINT LIST

     

    This
Multiple Release Point list ("Exhibit M") is attached to and made a part of
Agilent Agreement No. AHA47
("Agreement) for the purpose of identifying the mutually agreed upon Reseller
locations and legal entities that are eligible to place orders under the
Agreement. Except as expressly modified herein, all terms and conditions of the
Agreement remain in full force and effect

     

    
      	
               
      

            	
              1.

            	
              For
      non-educational institutions, Reseller certifies that any legal entity
      identified below is more than fifty (50%) percent controlled by Reseller
      or a common parent. This means that the Reseller or a common parent either
      holds more than fifty (50%) percent of the issued shares of voting stock,
      has the power to exercise more than fifty (50%) percent of the voting
      rights, or holds more than fifty (50%) percent of the capital or business
      assets of the Reseller legal
entity.

            


    

     

    
      	
               
      

            	
              2.

            	
              For
      Educational Institutions, Reseller certifies that any educational entity
      identified below is governed by an established, staffed and operated
      entity which has the responsibility for controlling budgets and/or
      authorizing purchases.

            


    

     

    
      	
               
      

            	
              3.

            	
              For
      Resellers who qualify for multiple channels, one channel type must be
      specified for each release point in order to determine the applicable
      discount.

            


    

     

    
      	
               
      

            	
              4.

            	
              Reseller
      and Agilent agree that the following Reseller legal or educational
      entities located within the United States of America may purchase from the
      corresponding Agilent selling entities. The complete name and address of
      the locations eligible to participate in this Agreement are as follows
      (attach additional pages as
necessary):

            


    

     

    
      
        
          	
                  Agilent Selling Entities

                	
                  Reseller Entities

                
	
                  Agilent
      Technologies, Inc.

                	
                  O.I.
      Corporation

                
	
                  2850
      Centerville Rd.

                	
                  151
      Graham Road

                
	
                  Wilmington,
      DE 19808

                	
                  College
      Station, TX 77845

                
	 
      	 
      
	 
      	
                  CMS
      Field Services

                
	 
      	
                  2148
      Pelham Pkwy, Bldg 400

                
	 
      	
                  Pelham,
      AL 35124-1131