Exhibit 10.32**AMENDMENT NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT**
 

	This Amendment Number Seven to Loan and SecurityAgreement ("Amendment") is entered into as of August 6, 2001, by andbetween **FOOTHILL CAPITAL CORPORATION,**a California corporation("Foothill"), and **SILICON STORAGE TECHNOLOGY, INC.,**a Californiacorporation ("Borrower"), in light of the following:

	A.	Borrower and Foothill have previously entered intothat certain Loan and Security Agreement, dated as of September 22, 1998 asamended on December 8, 1998, September 30, 1999, January 20, 2000and April 26, 2000, June 14, 2000 and February 8, 2001 (the"Agreement").

	B.	Borrower and Foothill desire to further amend theAgreement as provided for and on the conditions herein.

	NOW, THEREFORE, Borrower and Foothill hereby amend andsupplement the Agreement as follows:
**DEFINITIONS
.
 All initially capitalizedterms used in this Amendment shall have the meanings given to them in theAgreement unless specifically defined herein.

**AMENDMENT
. 
The concentration limitation inthe definition of Eligible Accounts in Section 1.1 of the Loan Agreement ishereby modified to increase the concentration for Account Debtor, SiliconProfessional Technology, LTD, to 25% of all Eligible Accounts.

**REPRESENTATIONS AND WARRANTIES
.
 Borrowerhereby affirms to Foothill that all of Borrower's representations and warrantiesset forth in the Agreement are true, complete and accurate in all respects as ofthe date hereof.

**NO DEFAULTS
. 
Borrower hereby affirms toFoothill that no Event of Default has occurred and is continuing as of the datehereof.

**CONDITION PRECEDENT
. 
The effectiveness ofthis Amendment is expressly conditioned upon receipt by Foothill of an executedcopy of this Amendment.

**COSTS AND EXPENSES
. 
Borrower shall pay toFoothill all of Foothill's out-of-pocket costs and expenses (including, withoutlimitation, the fees and expenses of its counsel, which counsel may include anylocal counsel deemed necessary, search fees, filing and recording fees,documentation fees, appraisal fees, travel expenses, and other fees) arising inconnection with the preparation, execution, and delivery of this Amendment andall related documents.

**LIMITED EFFECT
. 
In the event of a conflictbetween the terms and provisions of this Amendment and the terms and provisionsof the Agreement, the terms and provisions of this Amendment shall govern. Inall other respects, the Agreement, as amended and supplemented hereby, shallremain in full force and effect.

**COUNTERPARTS; EFFECTIVENESS
. 
This Amendmentmay be executed in any number of counterparts and by different parties onseparate counterparts, each of which when so executed and delivered shall bedeemed to be an original. All such counterparts, taken together, shallconstitute but one and the same Amendment. This Amendment shall become effectiveupon the execution of a counterpart of this Amendment by each of the partieshereto.

	IN WITNESS WHEREOF, the parties hereto have executed thisAmendment as of the date first set forth above.

					**FOOTHILL CAPITAL CORPORATION,**
					a California corporation

 

					By:     /s/  TRENT SMART

					________________________

					Title:   Vice President

 

					**SILICON STORAGE TECHNOLOGY, INC.,**
					a California corporation

 

					By:     /s/ JEFFREY L. GARON

					____________________________

					Title:  VP/CFO****************