Exhibit 10.24
 AGREEMENT
 THIS AGREEMENT Holdings SMM Investor Laurus
 WHEREAS SMM Subsidiary
 WHEREAS SMM Capital Stock
 WHEREAS Warrant
 WHEREAS Security Agreement
 NOW THEREFORE
 1.
    
    Tag-Along Rights. (a) From and after the date hereof, in the event that the Holdings desires
to sell, transfer, or otherwise dispose of all or any of the SMM Capital Stock, as the case
may be (the Subject Securities), to any person (a Sale Transaction), then it shall be a
condition to the sale of the Subject Securities that such proposed transferee also offer in
writing to Laurus (the Purchase Offer) to purchase the Applicable Portion (as hereafter
defined) of the total amount SMM Capital Stock held and/or issuable to Laurus upon exercise of
the Warrant, giving effect to all permitted adjustments therein (such total amount, the
Laurus Securities) upon the same terms and conditions as the Sale Transaction (the Tag
Along Terms). Laurus shall have thirty (30) days from the date of receipt of the Purchase
Offer (which shall contain a description with reasonable specificity of the material terms and
conditions of such Tag Along Terms), in which to accept such Purchase Offer, and the closing
of such purchase shall occur on the date of closing of sale of the Subject Securities (as
specified in the Purchase Offer). Laurus shall be deemed to have rejected a Purchase Offer if
such Purchase Offer is not affirmatively accepted in writing by Laurus within such thirty (30)
day period, in which event the transfer of the Subject Securities may be consummated on the
Tag Along Terms at any time within ninety (90) days of the expiration of such thirty (30) day
period, without




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again making a new Purchase Offer. Any sale or transfer on terms and conditions more
favorable than those described in the Purchase Offer shall again be subject to the tag
along rights of Laurus set forth above and shall require compliance by Holdings with the
procedures described in this Section 1.(b) For purposes hereof, the term Applicable Portion shall mean in the case of any
Purchase Offer, such portion of the Laurus Securities as of the date of the related Purchase
Offer that bears the same proportion to the Laurus Securities as the Subject Securities
bears to the aggregate amount of SMM Capital Stock held by the Holdings as of the date of
the related Purchase Offer.(c) To the extent that any prospective purchaser or purchasers prohibit such assignment or
otherwise refuses to purchase SMM Capital Stock from Laurus exercising rights of co-sale
hereunder, Holdings shall not sell to such prospective purchaser or purchasers the Subject
Securities unless and until, simultaneously with such sale, Holdings shall purchase the
Applicable Portion of Laurus Securities from Laurus (to the extent acceptable to Laurus) and
remit to Laurus that portion of the sale proceeds to which Laurus would have otherwise been
entitled to by reason of its participation.(d) Any attempt by Holdings to transfer Subject Securities in violation of this Section 1
shall be null and void and each of Holdings and SMM agree that neither will affect such a
transfer, nor will either treat any alleged transferee as the holder of such Subject
Securities without the written consent of Laurus.(e) Neither the acceptance or non-acceptance by Laurus of a Purchase Offer pursuant to
Section 1(a) above, nor the consummation of a Sale Transaction, shall in any way be deemed
to be the written consent of Laurus to such Sale Transaction to the extent written consent
to such Sale Transaction is otherwise required under the terms and conditions of the
Security Agreement and/or any Ancillary Agreements referred to therein.2.
    
    Term of Agreement.This Agreement shall be effective for so long as Laurus holds the
Warrant or any portion thereof or any shares of SMMs common stock acquired upon the exercise
of the Warrant in whole or in part.3.
    
    Governing Law.This Agreement shall be governed by and construed and enforced in all
respects in accordance with the laws of the State of New York.4.
    
    Counterparts.This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which when taken together shall constitute one
and the same agreement. Any signature delivered by a party by facsimile transmission or by
sending a scanned copy by electronic mail shall be deemed an original signature hereto.
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SILICON MOUNTAIN HOLDINGS, INC.By:Name:Title:SILICON MOUNTAIN MEMORY, INCORPORATEDBy:Name:Title:LAURUS MASTER FUND, LTD.
By: Laurus Capital Management, LLC
its investment managerBy:Name:Title: 3