Unassociated Document


    
      EXHIBIT
10.2

      


      CONFIDENTIAL
TREATMENT REQUESTED

      


      [*]
Denotes information for which confidential treatment has been
requested.  Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.

      


      

      


      AMENDMENT
TWO

      TO
VALUE ADDED RESELLER PROGRAM AGREEMENT NUMBER AHA47

      BY
AND BETWEEN AGILENT TECHNOLOGIES, INC. AND

      O.I.
CORPORATION

      


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

      


      
        	
                 
      

              	
                1.

              	
                The
      Agreement Term is modified to coincide with the new ordering period of
      January 01, 2009 through December 31,
2009.

              


      

       

      
        	
                 
      

              	
                2.

              	
                Exhibit
      E305 Version 9 LSCA Value Added Reseller Compensation Exhibit is hereby
      deleted and replaced with the attached Exhibit E305 Version
      10.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Exhibit
      E306 Version 6 Value Added Reseller Business Plan LSCA Products is hereby
      added and made part of this
agreement.

              


      

      


      ALL
OTHER TERMS AND CONDITIONS OF THE ABOVE REFERENCED VALUE ADDED RESELLER PROGRAM
AGREEMENT REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.

      


      
        
          
            
              
                
                  
                    
                      	
                              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:

                            	
                              01/06/09

                            	 
      	
                              Date:

                            	
                              01/06/09

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Address:

                            	
                              151
      Graham Road

                              College
      Station, TX  77845

                            	 
      	
                              Address:

                            	
                              2850
      Centerville Road

                              Wilmington,
      DE  19808

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  

                	
                  AHA47

                
	 
      	 
      
	
                  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

                  	
                      

                  	
                    [*]

                  	
                      

                  	
                    [*]

                  	
                      

                  	
                    [*]

                  	
                      

                  	
                    [*]

                  


          

        

      

       

      
        1.
VOLUME BASED DISCOUNT

      

       

      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

                        US
      DOLLAR NET

                      	 	 	 	I	 	 	
                        II

                      	 	 	
                        III

                      	 	 	
                        IV

                      	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        100,000

                      	 	 	-	 	 	 	499,999	 	 	 	[	*]	 	 	[	*]	 	 	[	*]	 	 	[	*]
	
                        500,000

                      	 	 	-	 	 	 	999,999	 	 	 	[	*]	 	 	[	*]	 	 	[	*]	 	 	[	*]
	
                        1,000,000

                      	 	 	-	 	 	 	1,999,999	 	 	 	[	*]	 	 	[	*]	 	 	[	*]	 	 	[	*]
	
                        2,000,000

                      	 	 	-	 	 	 	3,999,999	 	 	 	[	*]	 	 	[	*]	 	 	[	*]	 	 	[	*]
	
                        4,000,000

                      	 	 	-	 	 	 	6,499,999	 	 	 	[	*]	 	 	[	*]	 	 	[	*]	 	 	[	*]
	
                        6,500,000

                      	 	 	-	 	 	
                        UP

                      	 	 	 	[	*]	 	 	[	*]	 	 	[	*]	 	 	[	*]


              

            

          

        

      

       

      
        
          	
                   
      

                	
                  PRODUCTS
      SUBJECT TO DISCOUNT

                


        

         

        
          	
                   
      

                	
                  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.

         

        
          PL29
PRODUCTS NOT ELIGIBLE FOR DISCOUNT

        

         

        
          
            	
                    G1411A

                  	
                    Oracle
      client license

                  
	
                    G4240A

                  	
                    HPLC-Chip
      MS Interface for use with Agilent
MS

                  


          

        

         

        
          	
                  2.

                	
                  VOLUME
      PERFORMANCE DISCOUNT

                


        

         

        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.

        


        [*]
Denotes information for which confidential treatment has been
requested.  Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.

        


        TABLE
1

        NET
SALES VOLUME TARGET*

         

        
          
            
              	 	 
	
                      E305

                    	
                      Page 2 /
      3

                    
	
                      Revision
      Date 01-Nov-2008

                    	
                      Version
      Number 10

                    


            

          

        

      

      
        
          

        

      

      
      

      
         

        
          
            
              	
                      

                    	
                      AHA47

                    
	 
      	 
      
	
                      LSCA
      VALUE ADDED RESELLER COMPENSATION EXHIBIT

                    	
                      Exhibit
      E305

                    


            

          

        

      

      
        
          
            	
                     1st
      Half – Agreement period

                  	
                     2nd  Half
      – Agreement period

                  	
                     Agreement
      period – Annual Volume target

                  
	
                     [*]
      USD

                  	
                     [*]
      USD

                  	
                     [*]
      USD

                  


          

        

      

      *
If Reseller’s initial agreement period is less than 12 months the volume
estimate will be prorated on the basis of 12 months.

      
         

        
          	
                  3.

                	
                  DEMO
      DISCOUNT

                


        

         

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

         

        
          	
                  4.

                	
                  WARRANTY

                


        

         

        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.

                


        

         

        
          WARRANTY
TO END USERS

        

         

        
          	
                  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.

                


        

        


        [*]
Denotes information for which confidential treatment has been
requested.  Confidential portions omitted have been filed separately
with the Securities and Exchange Commission. 

           

          
            
              
                	 	 
	
                        E305

                      	
                        Page
      3 / 3

                      
	
                        Revision
      Date 01-Nov-2008

                      	
                        Version
      Number 10

                      


              

            

          

          
            
              

            

          

          
          

          
             

          

        

      

    

    
      
        
          	
                  S1

                	
                  Exhibit
      E306

                


        

      

    

    VALUE
ADDED RESELLER BUSINESS PLAN LSCA PRODUCTS

     

    
      
        
          	
                   
    

                	
                  Enter
      volumes in '000
      USD          

                


        

      

    

    1. Volume Estimation by Product Line

     

    
      
        
          
            
              
                
                  	
                          Product
      Lines

                        	 
      	
                          Q1

                        	
                          Q2

                        	
                          Q3

                        	
                          Q4

                        	
                          1H

                        	
                          2H

                        	
                          CY

                        
	
                          PL AZ - GC
      Products

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          PL CA -Emerging Markets
      Measurement Solutions

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          PL BZ - GC/MS
      Products

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          PL 29 - LC
      Products

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          PL MA -
      Spectroscopy

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          PL 89 - LC Mass
      Spectrometers

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          PL LI - Laboratory
      Informatics

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          PLs
      AA, 58, JW and BC -

                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                          Consumables
      and Columns

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          PL 8P - Replacement
      Parts

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        
	
                          Total

                        	 
      	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        	
                          [*]

                        


                

              

            

          

        

      

    

    


    Note:   The
above Total amounts will serve as the basis for the calculation of the Volume
Performance Discount.

    


    2. Activities Planned to
Qualify for Functional Discounts

    


    A.
Value added solutions

    Please
list all the proposed value add solutions based on Agilent Products you will
offer (add lines as appropriate). These solutions will be the only Value Added
Solutions for which discounts are available under this agreement. New solutions
introduced during the Agreement period require Agilent approval to become
eligible for the VAR discounts.

    


    Solution
1:


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          Description

                                                        	
                                                          Environmental
      system including the Agilent GC/MS and the OI Eclipse P&T
      system.

                                                        
	 	 
	
                                                          Agilent
      Products content

                                                        	
                                                          7890,
      5975C, and
software

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Solution
2:


    
      
        
          
            
              
                	
                        Description

                      	
                        GC
      system including the Agilent GC and OI ELCD/PID
  detectors

                      
	 	 
	
                        Agilent
      Products content

                      	
                        7890
      and GC or GC/MS
software

                      


              

            

          

        

      

    

    


    Solution
3:


    
      
        
          
            
              
                	
                        Description

                      	
                         
      

                      
	 	 
	
                        Agilent
      Products content

                      	
                         
      

                      


              

            

          

        

      

    

     

    3. Sales and Service
Coverage   Release point for all regions is College Station,
TX

    Please
define geographic area with abilities to provide on-site sales and service
activities on regular basis under this Agreement. The geographic areas are
subject to Agilent's prior written approval.

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Countries / region

                                            	 	
                                              Number of sales personnel

                                            	 	
                                              Number of service personnel

                                            
	
                                              North
      America and Latin America/AFO

                                            	 	
                                              [*]

                                            	 	
                                              [*]

                                            
	
                                              Euorpe/EMEA

                                            	 	
                                              [*]

                                            	 	
                                              [*]

                                            
	
                                              Asia/APFO

                                            	 	
                                              [*]

                                            	 	
                                              [*]

                                            
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          Demo capabilities:

                          Please
      provide details of demo facility, planned demo inventory and demo
      specialists

                        	
                          Demo
      facility includes a new 7890/5975C with capillary flow technology
      connected to an Eclipse P&T. There are other Agilent GC and GC/MS
      products in the production and R&D
labs.

                        


                

              

            

          

        

      

    

    
       

      
        3. Customer Database
Management

        Please
indicate your willingness to share enduser profiles with Agilent for improving
effectiveness of marketing

      

      
        
          
            
              
                	 
      	
                        Yes

                      	
                        No

                      	 
      
	
                        Do
      you maintain customer profile database

                      	
                        x

                      	 
      	 
      
	
                        Are
      you willing to share customer profiles with Agilent

                      	 
      	
                        x

                      	 
      


              

            

          

        

      

    

     

    
      4. Support
Plan

    

     

    
      
        
          
            
              	
                      The
      following services will be available to customers:

                    	
                      Yes

                    	
                      No

                    	 
	
                      Method
      development

                    	
                      x

                    	 
      	 
      
	
                      Application
      assistance and troubleshooting

                    	
                      x

                    	 
      	 
      
	
                      HW
      support

                    	
                      x

                    	 
      	 
      
	
                      HW
      support online

                    	
                      x

                    	 
      	 
      
	
                      SW
      support

                    	
                      x

                    	 
      	 
      
	
                      SW
      support online

                    	
                      x

                    	 
      	 
      
	
                      Other:

                    	 
      	 
      	 
      


            

          

        

      

    

     

    
      [*]
Denotes information for which confidential treatment has been
requested.  Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  S1

                	
                  Exhibit
      E306

                


        

      

      VALUE
ADDED RESELLER BUSINESS PLAN LSCA PRODUCTS

    

     

    5. Marketing
Plan

    
      Indicate
all the activities you plan to run independently from Agilent to promote your
company and the products and marketing activities you will run for Agilent and
with Agilent.

    

     

    
      
        
          
            	
                    Customer
      seminars:

                  	
                    [*]

                  


          

        

      


      
        
          
            
              	
                      Telemarketing
      Activities planned:

                    	
                      [*]

                    


            

          

        

      

    

     

    
      
        	
                
                  Promotional
      Activities:

                

              	
                [*]

              


      

    

     

    
      
        
          
            
              
                	 
      	 
      	
                        Yes

                      	
                        No

                      
	
                        Participation
      with Agilent:

                      	
                        Would
      you like to participate in Agilent Sales activities?

                      	 
      	 
      


              

            

          

        

      

    

     

    
      
        
          	
                  Which
      Agilent Sales Activities do you feel are most effective:

                	
                  [*]

                


        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            Reseller
      Signature:

                          	
                            

                              /s/
      J. Bruce Lancaster

                            

                          	 
      	
                            Date:

                          	
                            6-Jan-09

                          
	 
      	 
      	 
      	 
      	 
      
	
                            Agilent
      Signature:

                          	
                            /s/ Bill
    Wynne

                          	 
      	
                            Date:

                          	
                            6-Jan-09

                          


                  

                

              

            

          

        

      

    

     

    [*] Denotes information for which
confidential treatment has been requested.  Confidential portions
omitted have been filed separately with the Securities and Exchange
Commission.