Exhibit 10.2
    

    
      SUPPLEMENTAL AGREEMENT
    

    
      TO
    

    
      THE THIRD CREDIT FACILITIES AGREEMENT
    

    
      This Agreement is made to be effective from 23 June 2008 (the “Effective
      Date of this Agreement”)
    

    
      AMONG
    

    
      INNOVEX (THAILAND) LIMITED (Registration No. Bor Aor Chor. Lor
      Por 253) with its head office located at No. 79 Moo 4 Export Industrial
      Zone 2, Northern Industrial Estate, Baan Klang Sub-district, Muang
      Lampoon District, Lampoon Province (hereinafter referred to as the “Borrower”)
    

    
      BANK OF AYUDHYA PUBLIC COMPANY  LIMITED  (“Bank of Ayudhya”)
      as the Facility Agent (hereinafter referred to in this Agreement as the
      “Facility Agent”)
    

    
      TMB BANK PUBLIC COMPANY LIMITED (“TMB Bank”) as the
      Security Agent  (hereinafter referred to as the “Security
      Agent”).
    

    
      AND
    

    
      BANK OF AYUDHYA and TMB BANK as the Creditors (hereinafter
      referred to collectively as the “Creditors” and
      individually as “Creditor”).
    

    
      WHEREAS
    

    
    	
          (D)
        	
          The Borrower entered into the Third Credit Facilities Agreement
          dated 19 December 2006 (the “Third Credit Facilities
          Agreement”) with the Facility Agent, the Security Agent and the
          Creditors.
        


    

    
      (B)       The Borrower, the Facility Agent, the Security Agent and the
      Creditors intend to amend the Third Credit Facilities Agreement pursuant
      to the terms and conditions of this Agreement.
    

    
    	
          2.
        	
          Definition and Interpretation
        
	

        	
           
        
	

        	
          The parties agree as follows:
        


    

    
      1.1       Words and
      expressions used in this Agreement shall have the same respective
      meanings as the words and expressions defined in the Third Credit
      Facilities Agreement except as otherwise defined in this Agreement.
    

    
    	
          1.2
        	
          In this Agreement, except as otherwise defined the reference to the
          Third Credit Facilities Agreement, the Transaction Documents or any
          documents related to the Third Credit Facilities Agreement or the
          Transaction Documents shall include this Agreement.
        
	

        	
           
        
	
          1.3
        	
          From the Effective Date of this Agreement, any terms or conditions
          in the Third Credit Facilities Agreement or the Transaction
          Documents or any documents related to the Third Credit Facilities
          Agreement or the Transaction Documents which contradict the terms
          amended by this Agreement, then the terms under this Agreement shall
          prevail and the terms or conditions under the Third Credit
          Facilities Agreement or the Transaction Documents or any documents
          related to the Third Credit Facilities Agreement or the Transaction
          Documents which contradict the terms of this Agreement shall no
          longer be effective.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          2.
        	
          Amendment
        


    

    
      The Borrower, the Facility Agent, the Security Agent and the Creditors
      agree to amend and revise the terms of the Third Credit Facilities
      Agreement as follows:
    

    
    	
          2.1
        	
          Certain definitions as appeared in Clause 1.1 of the Third Credit
          Facility Agreement shall be supplemented, amended and/or revised as
          follows:
        
	

        	
           
        
	
          2.1.1
        	
          The definition of “Repayment Schedule for Debt under the
          Long Term Facility” shall be supplemented to Clause 1.1 of the
          Third Credit Facilities Agreement to read as follows:
        
	

        	
           
        
	

        	
          
            “Repayment Schedule for Debt under the Long Term Facility” means
            the repayment schedule for Debt under Long Term Facility
            under the conditions specified in Clause 6.1 and Attachment 1
            of this Agreement.
          

        
	

        	
           
        
	
          2.1.2
        	
          The definition of “Excess Cash from Business Operation”
          shall be supplemented to Clause 1.1 of the Third Credit Facility
          Agreement to read as follows”
        
	

        	
           
        
	

        	
          ““Excess Cash from Business Operation” means
          the excess cash which will be calculated on a quarterly basis
          (excluding the balance which required to be deposit in the Debt
          Service Reserve Account) based on the actual cash balance as shown
          in the consolidated balance sheets of the Guarantor on the last day
          of the relevant quarter which has been audited by the auditor or
          reviewed by the authorized director of the Guarantor based on the
          10-Q form (in case of first, second and third quarters) subtracted
          by the following items (a) to (e) and the Borrower will send the
          report of this calculation to each Creditor within forty five (45)
          days after the last day of that quarter:
        


    

    
    	
           
        	
          (a)
        	
          two (2) months of operating expense (excluding depreciation and
          other non-cash items) based on the actual cash balance as shown in
          the previous quarter plus or minus adjustment factors;
        
	

        	

        	
           
        
	

        	
          (b)
        	
          two (2) months of production cost (excluding depreciation and other
          cash items) based on the actual figures of the previous quarter plus
          or minus adjustment factors;
        
	

        	

        	
           
        
	

        	
          (c)
        	
          interest payment on working capital facilities, import and export
          credit facility and Debt under the Long Term Facility and an amount
          for principle repayment of Debt under the Long Term Facility as
          prescribed in the Repayment Schedule for Debt under Long Term
          Facility for the subsequent quarter;
        
	

        	

        	
           
        
	

        	
          (d)
        	
          capital expenditure forecasted for the subsequent quarter; and
        
	

        	

        	
           
        
	

        	
          (e)
        	
          contingency expense in the amount equal to five percent (5%) of the
          amount under items (a) and (b) above.
        


    

    
    	
          2.1.3
        	
          The definition of “Equity” as appeared in Clause 1.1of
          the Third Credit Facilities Agreement shall be repealed and replaced
          to read as follows:
        
	

        	
           
        
	

        	
          “Equity” means the equity of the Borrower in case of
          maintaining ratio by the Borrower or the equity of Innovex Group
          Companies in case of maintaining ratio by the Guarantor which
          includes paid-up share capital, share premiums, reserves and
          retained earnings.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          2.1.4
        	
          The definition of “Debt Service Reserve Account” as
          appeared in Clause 1.1 of the Third Credit Facilities Agreement
          shall be repealed and replaced to read as follows:
        
	

        	
           
        
	

        	
          “Debt Service Reserve Account” means Savings
          Account No. xxx-x-xxxxx-x, an interest bearing account of the
          Borrower opened and maintained with TMB Bank Public Company Limited,
          Phahon Yothin branch.
        
	

        	
           
        
	
          2.1.5
        	
          The definition of “Availability Period for Long Term
          Facility” as appeared in Clause 1.1 of the Third Credit
          Facilities Agreement shall be repealed and replaced to read as
          follows:
        
	

        	
           
        
	

        	
          “Availability Period for Long Term Facility”
          means the period commencing from the Effective Date of the Third
          Credit Facilities Agreement and expiring on the Effective Date of
          the Supplemental Agreement to the Third Credit Facilities Agreement.
        
	
          2.1.6
        	
          The definition of “Grace Period” as appeared in Clause
          1.1 of the Third Credit Facilities Agreement shall be deleted.
        
	

        	
           
        
	
          2.1.7
        	
          The definition of “Facility” as appeared in Clause 1.1
          of the Third Credit Facilities Agreement shall be repealed and
          replaced to read as follows:
        
	

        	
           
        
	

        	
          “Facility” means the facility provided by the
          Creditors to the Borrower as restructured under this Agreement”
        
	

        	
           
        
	
          2.1.8
        	
          The definition of “Long Term Facility” as appeared in
          Clause 1.1 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        
	

        	
           
        
	

        	
          “Long Term Facility” means the facility in Baht
          provided by the Creditors to the Borrower for the purpose as
          specified in Clause 2.2.
        
	

        	
           
        
	
          2.1.9
        	
          The definition of “Fifth Guarantee Agreement” shall be
          supplemented to Clause 1.1 of the Third Credit Facility Agreement to
          read as follows:
        
	

        	
           
        
	

        	
          
            “Fifth Guarantee Agreement” means the Fifth
            Guarantee Agreement issued by the Guarantor to the Creditors in
            accordance with the form of Attachment 2;
          

        
	

        	
           
        
	
          2.1.10
        	
          The definition of “Pledge of Right of Deposit Agreement”
          shall be supplemented to Clause 1.1 of the Third Credit Facility
          Agreement to read as follows:
        
	

        	
           
        
	

        	
          
            “Pledge of Right to Deposit Agreement” means
            the Pledge of Right to Deposit dated 23 June 2008 between the
            Borrower and the Security Agent for the benefit of the Creditors
            in relation to the deposit in the Debt Service Reserve Account in
            the form specified in Attachment 3 of this Agreement.
          

        
	

        	
           
        
	
          2.1.11
        	
          The definition of “Conditional Assignment of Right to
          Deposit Agreement” shall be supplemented to Clause 1.1 of the
          Third Credit Facility Agreement to read as follows:
        
	

        	
           
        
	

        	
          
            “Conditional Assignment of Right to Deposit Agreement”
            means the Conditional Assignment of Right to Deposit Agreement
            dated 23 June 2008 between the Borrower and the Security Agent for
            the benefit of the Creditors in relation to the deposit in the
            Debt Service Reserve Account in the form specified in Attachment
            4 of this Agreement.
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          2.1.12
        	
          The definition of “Amended and Restated Second Credit
          Facilities Agreement” as appeared in Clause 1.1 of the Third
          Credit Facilities Agreement shall be repealed and replaced to read
          as follows:
        
	

        	
           
        
	

        	
          “Amended and Restated Second Credit Facilities
          Agreement” means the Amended and Restated Second Credit
          Facilities Agreement between the Borrower, the Facility Agent, the
          Security Agent and the Creditors dated 19 December 2006, the
          transaction documents under this Agreement and any supplemental
          agreements to this Agreement.
        
	

        	
           
        
	
          2.1.13
        	
          The definition of “Long Term Debt” as appeared in
          Clause 1.1 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        
	

        	
           
        
	

        	
          “Long Term Debt” means any debt that has a
          repayment maturity of not less than one year of the Borrower in the
          case of ratio to be maintained by the Borrower or of the Innovex
          Group Companies in the case of ratio to be maintained by the
          Guarantor.
        
	

        	
           
        
	
          2.1.13
        	
          The definition of “Aggregate Debt” as appeared in
          Clause 1.1 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        
	

        	
           
        
	

        	
          “Aggregate Debt” means all debts and obligations
          of the Borrower in the case of ratio to be maintained by the
          Borrower or of the Innovex Group Companies in the case of ratio to
          be maintained by the Guarantor at any time.
        
	

        	
           
        
	
          2.1.14
        	
          The definition of “Debt under the Long Term Facility”
          shall be supplemented to Clause 1.1 of the Third Credit Facility
          Agreement to read as follows:
        
	

        	
           
        
	

        	
          “Debt under the Long Term Facility” means Debt
          under the Long Term Facility as prescribed in Clause 2.1
        
	

        	
           
        
	
          2.1.16
        	
          The definition of “Debt Service Coverage Ratio” as
          appeared in Clause 1.1 of the Third Credit Facilities Agreement
          shall be repealed and replaced to read as follows:
        
	

        	
           
        
	

        	
          "Debt Service Coverage Ratio" means the ratio of
          EBITDA divided by debt determined as at the end of each twelve (12)
          months period of the Borrower's financial year in the case of ratio
          to be maintained by the Borrower or of the Innovex Group Companies
          in the case of ratio to be maintained by the Guarantor. For the
          purpose of this definition, "debt" means the current portion of
          principal payable on all outstanding Debt under the Long Term
          Facility for each twelve (12) months period under this Agreement,
          debt under long term facility under the Supplemental Agreement to
          the Amended and Restated Second Credit Facilities Agreement and debt
          under any long term facility (if any) at that time and interest
          expenses on the Debt under the Long Term Facility under this
          Agreement, debt under long term facility under the Supplemental
          Agreement to the Amended and Restated Second Credit Facilities
          Agreement and debt under any long term facility (if any) become
          payable for the twelve (12) months period of the Borrower's
          financial year in the case of ratio to be maintained by the Borrower
          or of the Innovex Group Companies in the case of ratio to be
          maintained by the Guarantor except interest expenses on short term
          loan of the Borrowr or Innovex Group Companies (as the case may be).
        
	

        	
           
        
	
          2.1.17
        	
          The definition of “Interest Coverage Ratio” as appeared
          in Clause 1.1 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        
	

        	
           
        
	

        	
          “Interest Coverage Ratio” means the ratio of
          EBITDA divided by interest determined as at the end of each twelve
          (12) months period of the Borrower's financial year in the case of
          ratio to be maintained by the Borrower or of the Innovex Group
          Companies in the case of ratio to be maintained by the Guarantor.
          For the purpose of this definition, "interest" means the current
          portion of interest expenses relevant to each twelve (12) months
          period of the Borrower's financial year in the case of ratio to be
          maintained by the Borrower or of the Innovex Group Companies in the
          case of ratio to be maintained by the Guarantor.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          2.2
        	
          Clause 2.1 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        


    

    
    	
           
        	
          “2.1
        	
          
            Debt under the Long Term Facility the Borrower’s
            debt having with the Long Term Creditors pursuant to the Long Term
            Facility which is restructured under this Agreement under the
            terms and conditions of this Agreement. As at 31 March 2008, the
            debt under the Long Term Facility is in the amount of Baht
            375,066,968 (Three Hundred Seventy Five Million Sixty Six Thousand
            Nine Hundred and Sixty Eight Baht)”
          

        


    

    
    	
          2.3
        	
          Clause 4.1 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        


    

    
    	
           
        	
          “4.1
        	
          From the Effective Date of the Supplemental Agreement to the Third
          Credit Facilities Agreement the Borrower is no longer allowed to
          utilize the Long Term Facility and the Creditors no longer have
          obligations in providing the Long Term Facility to the Borrower
          pursuant to the Third Credit Facilities Agreement.”
        


    

    
    	
          2.4
        	
          Clause 5.1.4 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        


    

    
    	
           
        	
          “5.1.4
        	
          Interest for the Debt under the Long Term Facility
        


    

    
    	
           
        	
          The interest rate for the Debt under the Long Term Facility will be
          at the rate of Average MLR minus one percent (Average MLR-1%) per
          annum of the amount due under the Debt under the Long Term Facility
          calculated by the Facility Agent on the Effective Date of this
          Agreement for the first Interest Period and for the subsequent
          Interest Period shall be at the rate calculated by the Facility
          Agent on the first day of the relevant Interest Period to be used
          for such Interest Period.
        
	

        	
           
        
	

        	
          For each Interest Period, the Borrower will pay interest for the
          Debt under the Long Term Facility in compliance with the conditions
          in this Agreement to the Facility Agent for the benefit of the Long
          Term Creditors pursuant to its Proportion of Debt by payment within
          10:00 a.m. (Bangkok time) on the last Banking Day of each month
          under the calendar year.
        


    

    
    	
          2.5
        	
          Clause 6 of the Third Credit Facilities Agreement shall be repealed
          and replaced to read as follows:
        


    

    
    	
           
        	
          “6.
        	
           
        	
          Repayment and Prepayment
        
	

        	

        	

        	
           
        
	

        	
          6.1
        	

        	
          Debt under the Long Term Facility
        
	

        	

        	

        	
           
        
	

        	

        	

        	
          
                The Borrower shall repay the Debt under the Long Term Facility
            to each Long Term Creditor on the last Banking Day of each
            calendar month (for the total 48 installments) in accordance with
            Repayment Schedule for Debt under the Long Term Facility
            commencing from the last Banking Day of October 2008 onwards.
          

        
	

        	

        	

        	
           
        
	

        	
          6.2
        	

        	
          Before 10.00 a.m on each Repayment Date for Debt under the Long Term
          Facility, the Borrower will repay the Debt under the Long Term
          Facility to the Facility Agent for the benefit of the Long Term
          Creditors in accordance with the condition of Clause 6.1 and in
          compliance with the Repayment Schedule for Debt under the Long Term
          Facility.
        
	

        	

        	

        	
           
        
	

        	
          6.3
        	

        	
          After the Borrower has repaid the Debt under the Long Term Facility,
          the Borrower may not utilize such repayment amount again.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          6.4
        	
           
        	
          The Borrower is entitled to prepay the Debt under the Long Term
          Facility in whole or in part on any Interest Payment Date before the
          Repayment Schedule for Debt under the Long Term Facility in
          compliance with the following conditions:
        


    

    
    	
           
        	
          (a)
        	
          The Borrower has delivered the notice in writing specifying the
          intention to prepay the Debt under the Long Term Facility by
          specifying the amount to be prepaid and the date of such prepayment
          to the Facility Agent in advance not less than thirty (30) Banking
          Days;
        
	

        	

        	
           
        
	

        	
          (b)
        	
          Subject to Clause 7.1, the amount to be partially prepaid will be in
          the amount of not less than Baht 5,000,000 (Five Million Baht) or
          the integral multiple of Baht 5,000,000 (Five Million Baht) except
          in the case that the amount to be prepaid is arisen from the Excess
          Cash from Business Operation pursuant to Clause 11.4;
        
	

        	

        	
           
        
	

        	
          (c)
        	
          The Borrower shall prepay the Debt under the Long Term Facility
          together with interest calculated until the date of such prepayment
          and any other amount which is due and payable under this Agreement;
        
	

        	

        	
           
        
	

        	
          (d)
        	
          The amount prepaid will firstly be used to pay the expenses which
          are due under this Agreement. After that it will be used to pay the
          fees and interest which are due and payable and the Debt under the
          Long Term Facility in the inverse order of maturity and pursuant to
          the terms as specified in Clause 6.2;
        
	

        	

        	
           
        
	

        	
          (e)
        	
          On each prepayment date, the Borrower agrees to pay the prepayment
          fee equal to two percent (2%) of the amount prepaid to the Facility
          Agent for the benefit of the Long Term Creditors in compliance with
          their Proportion of Debt in relation to the Debt under the Long Term
          Facility except in the case where the prepayment money is obtained
          from the operation of the Borrower, from any capital increase in the
          Borrower which occurs after two (2) years from the Effective Date of
          this Agreement and/or from the Excess Cash from Business Operation,
          in which case the Borrower shall not be responsible to pay the
          prepayment fee.
        


    

    
    	
           
        	
          6.5
        	
           
        	
          Any notices of prepayment given by the Borrower shall be irrevocable
          and the Borrower shall be bound to make the prepayment in accordance
          with such notice.
        
	

        	

        	

        	
           
        
	

        	
          6.6
        	

        	
          Except as otherwise clearly mentioned in this Agreement, the
          Borrower is not entitled to prepay all or any part of the Debt under
          the Long Term Facility. The Debt under the Long Term Facility, which
          is prepaid, shall not be available for further drawdown.”
        


    

    
    	
          2.6
        	
          Clause 11.1.6 (b) of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        


    

    
    	
           
        	
          “(b)
        	
          as soon as they are available, (but in any event within forty five
          (45) days) after the end of each quarter, copies of unaudited
          quarterly financial statements of the Borrower and as soon as they
          are available, (but in any event within forty five (45) days) after
          the end of the first, second and third quarters, copies of the
          consolidated financial statement of the Guarantor based on the 10-Q
          form for the first, second and third quarters and as soon as they
          are available (but no later than one hundred and twenty (120) days)
          after the end of the fourth quarter the 10-K annual report of the
          Guarantor for each year during the term of this Agreement together
          with the cashflow statements and sources and uses of funds in
          respect of such periods of the Borrower or the Guarantor (as the
          case may be) for the number enough for all the Creditors having
          ensured that they were prepared in accordance with accounting
          principles and practices generally acceptable in Thailand (in the
          case of the Borrower) or in the United States of America (in the
          case of the Guarantor) and gives in conjunction with the notes
          thereto including the notes on changes in the application of an
          accounting principles and practices (1) the financial condition of
          the Borrower or the Guarantor as of the last day of such financial
          period and (2) the result of the operation of the Borrower or the
          Guarantor for the period of which they relate, having been prepared
          with the due care and diligence in the case of the Borrower or
          accepted by the creditors of the Guarantor in case of the Guarantor.”
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          2.7
        	
          Clause 11.1.11 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        


    

    
    	
           
        	
          “11.1.11
        	
           
        	
          The Borrower shall perform the followings:
        


    

    
    	
           
        	
          (a)
        	
          The Borrower shall do all acts to have the Guarantor maintain the
          following ratios based on the consolidated annual financial
          statements audited by the Auditor acceptable to the Creditors:
        


    

    
    	
           
        	
          (1)
        	
          the ratio of Aggregate Debt to Equity at the rate of not exceeding:
        
	

        	

        	
           
        
	

        	
          (1.1)
        	
          12:1 for the year 2010;
        
	

        	
          (1.2)
        	
          3:1 for the year 2011; and
        
	

        	
          (1.3)
        	
          3:1 for the year 2012 and as long as there is any Debt under this
          Agreement and/or Transaction Documents outstanding.
        
	

        	

        	
           
        
	

        	
          (2)
        	
          the ratio of Long Term Debt to Equity at the rate of not exceeding:
        
	

        	

        	
           
        
	

        	
          (2.1)
        	
          1.5:1 for the year 2010;
        
	

        	
          (2.2)
        	
          1.5:1 for the year 2011; and
        
	

        	
          (2.3)
        	
          1.5:1 for the year 2012 and as long as there is any Debt under this
          Agreement and/or Transaction Documents outstanding.
        
	

        	

        	
           
        
	

        	
          (3)
        	
          Debt Service Coverage Ratio at the rate not less than:
        


    

    
    	
           
        	
          (3.1)
        	
          1.2:1 for the year 2009;
        
	

        	
          (3.2)
        	
          1.2:1 for the year 2010;
        
	

        	
          (3.3)
        	
          1.2:1 for the year 2011; and
        


    

    
    	
           
        	
          (3.4)
        	
          1.2:1 for the year 2012 and as long as there is any Debt under this
          Agreement and/or Transaction Documents outstanding.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          (4)
        	
          Interest Coverage Ratio at the rate not less than:
        


    

    
    	
           
        	
          (4.1)
        	
          1.5:1 for the year 2009;
        
	

        	
          (4.2)
        	
          2:1 for the year 2010;
        
	

        	
          (4.3)
        	
          2:1 for the year 2011; and
        


    

    
    	
           
        	
          (4.4)
        	
          2:1 for the year 2012 and as long as there is any Debt under this
          Agreement and/or Transaction Documents outstanding.
        


    

    
    	
           
        	
          (b)
        	
          The Borrower shall maintain the following ratios:
        


    

    
    	
           
        	
          (1)
        	
          the Aggregate Debt to Equity ratio based on the unaudited quarterly
          financial statements of the Borrower and the annual financial
          statement audited by the Auditor acceptable to the Creditors at the
          rate of not exceeding:
        


    

    
    	
           
        	
          (1.1)
        	
          3:1 for the year 2008; and
        
	

        	
          (1.2)
        	
          3:1 for the year 2009
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          (2)
        	
          the Long Term Debt to Equity ratio based on the unaudited quarterly
          financial statements of the Borrower and the annual financial
          statement audited by the Auditor acceptable to the Creditors at the
          rate of not exceeding:
        


    

    
    	
           
        	
          (2.1)
        	
          1.5:1 for the year 2008; and
        
	

        	
          (2.2)
        	
          1.5:1 for the year 2009.
        


    

    
    	
           
        	
          (3)
        	
          the Debt Service Coverage Ratio based on the annual financial
          statement of the Borrower audited by the Auditor acceptable to the
          Creditors at the rate of not less than 1.2:1 for the year 2009.
        
	

        	

        	
           
        
	

        	
          (4)
        	
          the Interest Coverage Ratio based on the annual financial statement
          of the Borrower audited by the Auditor acceptable to the Creditors
          at the rate of not less than 1.5:1 for the year 2009.
        
	

        	

        	
           
        
	

        	
          (5)
        	
          the Return on Assets Ratio based on the annual financial statement
          of the Borrower audited by the Auditor acceptable to the Creditors
          at the rate of not less than:
        


    

    
    	
           
        	
          (5.1)
        	
          4% for the year 2008;
        
	

        	
          (5.2)
        	
          4% for the year 2009;
        
	

        	
          (5.3)
        	
          6% for the year 2010;
        
	

        	
          (5.4)
        	
          6% for the year 2011; and
        


    

    
    	
           
        	
          (5.5)
        	
          6% for the year 2012 and as long as there is any Debt under this
          Agreement and/or Transaction Documents outstanding.
        


    

    
      The Creditors shall have the right to revise the ratios to be maintained
      and/or the procedures to review the ratios maintained by the Borrower
      and/or the Guarantor as the Creditors deem appropriate from time to time
      and the Borrower shall strictly perform and shall do all acts to have
      the Guarantor strictly performs it obligations as revised from time to
      time.”
    

    
    	
          2.8
        	
          Clause 11.1.15 of the Third Credit Facilities Agreement shall be
          repealed and replaced to read as follows:
        


    

    
    	
           
        	
          “11.1.15
        	
           
        	
          From the Effective Date of this Agreement until the Debt is paid in
          full, the Borrower shall at all times keep funded the Debt Service
          Reserve Account in advance with an amount at least equal to (1) the
          amount of interest payments to the Creditors for the Debt under the
          Long Term Facility for the subsequent three (3) Interest Periods and
          (2) the amount of principle payment to the Creditors for the Debt
          under the Long Term Facility for the subsequent one (1) Interest
          Period.”
        


    

    
    	
          2.9
        	
          The following terms shall be inserted to be Clause 11.1.16 of the
          Amended and Restated Second Credit Facility Agreement to read as
          follows:
        


    

    
    	
           
        	
          “1.1.16
        	
           
        	
          The Borrower shall deliver the monthly cash flow and performance
          update of (1) the Borrower and (2) the Guarantor (which include the
          report on cash flow and performance of the Innovex Group Companies)
          to each Creditor within the last Banking Day of the subsequent
          month.”
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          2.10
        	
          The following terms shall be inserted to be Clause 11.4 of the Third
          Credit Facility Agreement to read as follows:
        


    

    
    	
           
        	
          “11.4
        	
          
            The Borrower shall use the Excess Cash from Business Operation to
            repay the debt under the working capital facility and the import
            and export credit facility which are due and payable within three
            (3) months from the last day of each of the previous quarter and
            if there is any excess amount from the repayment of debt under the
            working capital facility and the import and export credit
            facility, such amount shall be used to repay the Debt under the
            Long Term Facility in addition to the repayment as specified in
            Clause 6.1 and the Attachment 1 of this Supplemental
            Agreement to the Third Credit Facilities Agreement in inverse
            order of maturity.
          

        
	

        	

        	
           
        
	

        	

        	
          The Borrower shall make payment in relation to the Excess Cash from
          Business Operation to the Creditors within sixty (60) days from the
          last day of the relevant quarter.”
        


    

    
    	
          2.11
        	
          Clause 13 of the Third Credit Facilities Agreement shall be repealed
          and replaced to read as follows:
        


    

    
    	
           
        	
          13.
        	
          Security
        
	

        	

        	
           
        
	

        	

        	
          The Borrower agrees to provide the Security as follows as the
          security for the debt of the Borrower under the Third Credit
          Facilities Agreement, the Amended and Restated Second Credit
          Facilities Agreement, the Transaction Documents and any amendments
          to these agreements
        
	

        	

        	
           
        
	

        	
          13.1
        	
          The Borrower shall pledge all the Equipment for the benefit of the
          Creditors under the Equipment Pledge Agreement between the Borrower
          and the Security Agent for the benefit of the Creditors, from time
          to time, as soon as practicable for the pledge under the laws or
          upon request by the Security Agent or Creditors by instructing the
          Security Keeper designated by the Facility Agent, the Security Agent
          and the Creditors to control the said Equipment for the benefit of
          the Creditors and after the Borrower has registered the mortgage of
          Registerable Equipment in the name of the Creditors under the
          conditions of Clause 13.3 such Registerable Equipment will be
          released from the pledge under this clause.
        
	

        	

        	
           
        
	

        	
          13.2
        	
          Registerable Equipment of the Borrower to the Equipment Registrar,
          from time to time, as soon as practicable under the laws or upon
          demand by the Security Agent or Creditors and after the registration
          of the equipment the Borrower must submit all documents which are
          the evidence of such ownership registration in the equipment which
          is the original to the Security Agent for the safe custody. The
          Borrower agrees to complete the mortgage registration of all
          Registerable Equipment used to install relating to the operation and
          Project within one (1) year after the Effective Date of this
          Agreement.
        


    

    
    	
           
        	
          13.3
        	
          The Borrower must register the mortgage of all of the Registerable
          Equipment the ownership of which have already been registered
          pursuant to Clause 13.2, from time to time, under the form and
          substance satisfactory to the Creditors as a security for the debt
          under this Agreement and the Transaction Documents in which case the
          Borrower shall be responsible to pay for the fees and expenses for
          such mortgage and after the registration of any Equipment the
          Borrower shall deliver all the evidences (which is the original)
          relating to such mortgage to the Security Agent for the benefit of
          the Creditors, provided that before each registration of the
          mortgage of the Registerable Equipment, the Borrower shall obtain
          all consents, licenses, permits or other similar type of documents
          from any relevant governmental authority, agency, organization,
          board (including the Board of Investment) or other person as
          necessary to mortgage that Registerable Equipment.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          13.4
        	
          In case the Borrower has additional land and/or building for the
          operating of the Project, the Borrower shall mortgage such land
          and/or building to the Creditors in the form and substance
          satisfactory to the Creditors in which case the Borrower shall be
          responsible to pay for the fees and expenses for such mortgage
          registration and after any mortgage registration, the Borrower shall
          deliver all evidences (which is original) relating to such mortgage
          to the Security Agent for the benefit of the Creditors.
        
	

        	

        	
           
        
	

        	
          13.5
        	
          Within 23 June 2008 the Borrower shall enter into the Pledge of
          Right to Deposit Agreement and the Conditional Assignment of Right
          to Deposit Agreement between the Borrower and the Security Agent for
          the benefit of the Creditors and deliver the relevant books in
          relation to the account to the Security Agent for the benefit of the
          Creditors pursuant to the Pledge of Right of Deposit Agreement.
        
	

        	

        	
           
        
	

        	
          13.6
        	
          Within 23 June 2008 the Guarantor shall enter into the Fifth
          Guarantee Agreement for the benefit of the Creditors.
        
	

        	

        	
           
        
	

        	
          13.7
        	
          The Borrower shall provide additional Security as requested by the
          Creditors when the Creditors consider that the Security provided by
          the Borrower to the Creditors under this Agreement or the
          Transaction Documents are deteriorated or the value of such Security
          has been diminished.
        


    

    
    	
          3.
        	
          Continuity of Agreement
        
	

        	
           
        
	

        	
          Except as amended and supplemented under this Agreement, all terms
          and conditions under the Third Credit Facilities Agreement, the
          Transaction Documents and any documents related to the Third Credit
          Facilities Agreement and the Transaction Documents (including the
          provisions on security) shall remain in full force and effect among
          the Borrower, the Facility Agent, the Security Agent and the
          Creditors and this Agreement shall be deemed as an integral part of
          the Third Credit Facilities Agreement and the Transaction Documents.
          The provisions with respect to Representations and Warranties,
          Affirmative Covenants and Negative Covenants including Event of
          Default which must be performed or should not be performed as
          specified in the Third Credit Facilities Agreement, the Transaction
          Documents and any agreements related to the Third Credit Facilities
          Agreement and the Transaction Documents shall also apply to this
          Agreement.
        
	

        	
           
        
	

        	
           
        
	
          4.
        	
          Effective Date of this Agreement
        
	

        	
           
        
	

        	
          This Agreement shall be effective from the Effective Date of this
          Agreement.
        


    

    
      IN WITNESS WHEREOF, the parties have caused this Agreement to be
      executed on the date specified above.
    

    
      THE BORROWER:
    

    
      INNOVEX (THAILAND)   LIMITED
    

    
      /s/ Randy Acres____________________     
    

    
      THE SECURITY AGENT:
    

    
      TMB BANK PUBLIC COMPANY LIMITED
    

    
      /s/ Siripong Sombutsiri____________________
(Mr. Siripong
      Sombutsiri)
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      /s/ Saipin Thongkomol                                       
(Ms.
      Saipin Thongkomol)
    

    
      THE FACILITY AGENT:
BANK OF AYUDHYA PUBLIC COMPANY LIMITED
    

    
      /s/ Somsak Deemongkolsuk                          
(Mr.
      Somsak Deemongkolsuk)
    

    
      THE CREDITORS:
TMB BANK PUBLIC COMPANY LIMITED
    

    
      /s/ Subhak Siwaraksa                                        
(Mr.
      Subhak Siwaraksa)
    

    
      /s/ Utoomphorn Kunakom                            
(Ms.
      Utoomphorn Kunakorn)
    

    
      BANK OF AYUDHYA PUBLIC COMPANY LIMITED
    

    
      /s/ Apinan Hornopparat                                      
(Mr.
      Apinan Hornopparat)
    

    
      WITNESS:

/s/ Rochana
      Huntopap                                        
(Ms.
      Rochana Huntopap)

WITNESS:

/s/ Kiettirong
      Daowsook                           
(Mr.
      Kiettirong Daowsook)
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Attachment 1
    

    
      Repayment Schedule for Debt under the Long Term Facility
    

    
    	
          No.
        	
          
            Repayment Date
for the Debt under
the Long
            Term
Facility Portion 1

(The last Banking
Day
            of each month)
          

          
             
          

        	
          
            Amount of
Repayment
(Baht)
          

        	
          
            Portion of
TMB Bank
          

        	
          
            Portion of Bank
of Ayudhya
          

        
	
          1
        	
          October 2008
        	
          
            1,766,968
          

        	
          883,484
        	
          883,484
        
	
          2
        	
          November 2008
        	
          1,700,000
        	
          850,000
        	
          850,000
        
	
          3
        	
          December 2008
        	
          1,700,000
        	
          850,000
        	
          850,000
        
	
          4
        	
          January 2009
        	
          1,700,000
        	
          850,000
        	
          850,000
        
	
          5
        	
          February 2009
        	
          1,700,000
        	
          850,000
        	
          850,000
        
	
          6
        	
          March 2009
        	
          1,700,000
        	
          850,000
        	
          850,000
        
	
          7
        	
          April 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          8
        	
          May 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          9
        	
          June 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          10
        	
          July 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          11
        	
          August 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          12
        	
          September 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          13
        	
          October 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          14
        	
          November 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          15
        	
          December 2009
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          16
        	
          January 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          17
        	
          February 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          18
        	
          March 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          19
        	
          April 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          20
        	
          May 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          21
        	
          June 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          22
        	
          July 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          23
        	
          August 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          24
        	
          September 2010
        	
          6,700,000
        	
          3,350,000
        	
          3,350,000
        
	
          25
        	
          October 2010
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          26
        	
          November 2010
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          27
        	
          December 2010
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          28
        	
          January 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          29
        	
          February 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          30
        	
          March 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          31
        	
          April 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          32
        	
          May 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          33
        	
          June 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          34
        	
          July 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          35
        	
          August 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          36
        	
          September 2011
        	
          9,100,000
        	
          4,550,000
        	
          4,550,000
        
	
          37
        	
          October 2011
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          38
        	
          November 2011
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          39
        	
          December 2011
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          40
        	
          January 2012
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          41
        	
          February 2012
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          42
        	
          March 2012
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          43
        	
          April 2012
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          44
        	
          May 2012
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          45
        	
          June 2012
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          46
        	
          July 2012
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          47
        	
          August 2012
        	
          11,100,000
        	
          5,550,000
        	
          5,550,000
        
	
          48
        	
          September 2012
        	
          12,900,000
        	
          6,450,000
        	
          6,450,000
        
	
           
        	
          Total
        	
          375,066,968
        	
          187,533,484
        	
          187,533,484