Exhibit 10.23
  
 COMMON STOCK PURCHASE WARRANT
 No.
    
    Issue Date: April 23, 2008
 Company Holder
  provided, that




---



##### 



Common Stock
 Company
 Exercise Price
 Fully Diluted Basis
 Other Securities
 Permitted Exercise Date
 Security Agreement SMH VCI Security Agreement
 Specifed Event of Default
 Targeted Level
   2




---



##### 



Target Period
 Transfer of Control Transaction Parent
 Exercise of Warrant
 Exercise Restriction
 Number of Shares Issuable upon Exercise Exhibit A Exercise Notice
 Fair Market Value Determination Date
 Nasdaq
  3




---



##### 



Company Acknowledgment
 Trustee for Warrant Holders
 Procedure for Exercise
 Delivery of Stock Certificates, Etc., on Exercise
 4




---



##### 



Exercise
   X=
    
    Y(A-B)
AWhere X =
    
    the number of shares of Common Stock to be issued to the HolderY =
    
    the number of shares of Common Stock purchasable under this Warrant or,
if only a portion of this Warrant is being exercised, the portion of this
Warrant being exercised (at the date of such calculation)A =
    
    the Fair Market Value of one share of the Companys Common Stock (at the
date of such calculation)B =
    
    the Exercise Price per share (as adjusted to the date of such calculation)
 Effect of Reorganization, Etc.; Adjustment of Exercise Price
 Reorganization, Consolidation, Merger, Etc
 5




---



##### 



Dissolution Trustee
 Continuation of Terms
 Extraordinary Events Regarding Common Stock
 6




---



##### 



Certificate as to Adjustments
 Reservation of Stock, Etc., Issuable on Exercise of Warrant
 Assignment; Exchange of Warrant Transferor Exhibit B Transferor Endorsement Form Transferee
 Replacement of Warrant
 7




---



##### 



Maximum Exercise Affiliate
 Warrant Agent
 Transfer on the Companys Books
 Rights of Shareholders Warrant Shares
 8




---



##### 



Notices, Etc
 Miscellaneous
 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]
 9




---



##### 



WITNESS:
    
    SILICON MOUNTAIN MEMORY, INCORPORATEDBy:
    
    Name:Title:




---



##### 



EXHIBIT A
 FORM OF SUBSCRIPTION
  To:
    
    [Newco]
Attention:
 Warrant
 shares of the common stock covered by the Warrant; orthe maximum number of shares of common stock covered by the Warrant
pursuant to the cashless exercise procedure set forth in Section 2 of
the Warrant.
 
 $ in lawful money of the United States; and/orthe cancellation of such portion of the Warrant as is exercisable for
a total of             shares of Common Stock (using a Fair Market Value
of $ per share for purposes of this calculation); and/orthe cancellation of such number of shares of Common Stock as is
necessary, in accordance with the formula set forth in Section 2.2 of
the Warrant, to exercise this Warrant with respect to the maximum
number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2 of the Warrant.
 
 Securities Act
 Dated:
    
    (Signature must conform to name of holder as specified on
the face of the Warrant)Address:




---



##### 



EXHIBIT B
 FORM OF TRANSFEROR ENDORSEMENT
   Percentage
    
    
    NumberTransferees
    
    Address
    
    
    Transferred
    
    
    Transferred
 Dated:
    
    (Signature must conform to name of holder as
specified on the face of the Warrant)Address:SIGNED IN THE PRESENCE OF:(Name)ACCEPTED AND AGREED:[TRANSFEREE](Name)