Exhibit 10.16  FIFTEENTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT  THIS FIFTEENTH AMENDMENT to Loan and Security Agreement (this Amendment)
is entered into as of this 13th day of August, 2009, by and between SILICON
VALLEY BANK (Bank) and XPLORE TECHNOLOGIES CORPORATION OF AMERICA, a Delaware
corporation (Borrower) whose address is 14000 Summit Drive, Suite 900,
Austin, Texas 78728.  RECITALS  A.Bank
and Borrower have entered into that certain Loan and Security Agreement dated
as of September 15, 2005, as amended by that certain First Amendment to
Loan and Security Agreement by and between Bank and Borrower dated as of November 28,
2005, that certain Letter amending Loan and Security Agreement by and between
Bank and Borrower dated as of March 30, 2006, that certain Second
Amendment to Loan and Security Agreement by and between Bank and Borrower dated
as of May 15, 2006, that certain Third Amendment to Loan and Security
Agreement by and between Bank and Borrower dated as of February 28, 2007,
that certain Fourth Amendment to Loan and Security Agreement by and between
Bank and Borrower dated as of March 28, 2008, that certain Fifth Amendment
to Loan and Security Agreement by and between Bank and Borrower dated as of May 27,
2008, that certain Sixth Amendment to Loan and Security Agreement by and
between Bank and Borrower dated as of August 6, 2008, that certain Seventh
Amendment to Loan and Security Agreement by and between Bank and Borrower dated
as of August 29, 2008, that certain Eighth Amendment to Loan and Security
Agreement by and between Bank and Borrower dated as of September 30, 2008,
that certain Ninth Amendment to Loan and Security Agreement by and between Bank
and Borrower dated as of March 30, 2009, that certain Tenth Amendment to
Loan and Security Agreement by and between Bank and Borrower dated as of April 10,
2009, that certain Eleventh Amendment to Loan and Security Agreement between
Bank and Borrower dated as of April 24, 2009, that certain Twelfth
Amendment to Loan and Security Agreement between Bank and Borrower dated as of May 29,
2009, that certain Thirteenth Amendment to Loan and Security Agreement between
Bank and Borrower dated as of June 29, 2009 and that certain Fourteenth
Amendment to Loan and Security Agreement between Bank and Borrower dated as of July 13,
2009 (as the same may from time to time be further amended, modified,
supplemented or restated, the Loan Agreement).  B.Bank
has extended credit to Borrower for the purposes permitted in the Loan
Agreement.  C.Borrower
has requested that Bank amend the Loan Agreement to extend the maturity date.  D.Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to
the extent, in accordance with the terms, subject to the conditions and in
reliance upon the representations and warranties set forth below.  AGREEMENT  NOW,
THEREFORE,in
consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:  1.Definitions.Capitalized terms used but not defined in this Amendment shall have the
meanings given to them in the Loan Agreement.


2.Amendment to Loan Agreement.  2.1Schedule Section 9 (MATURITY
DATE(Section 6.1)). 
The Maturity Date in Section 9 of the Schedule to the Loan
Agreement is amended in its entirety and replaced with the following:  September 15, 2009  3.Limitation of Amendment.  3.1The amendment set forth in Section 2is effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any
amendment, waiver or modification of any other term or condition of any Loan
Document, or (b) otherwise prejudice any right or remedy which Bank may
now have or may have in the future under or in connection with any Loan
Document.  3.2This Amendment shall be construed in connection with
and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as
herein amended, are hereby ratified and confirmed and shall remain in full
force and effect.  4.Representations and Warranties.To induce Bank to enter into this Amendment, Borrower hereby represents
and warrants to Bank as follows:  4.1Immediately after giving effect to this Amendment (a) the
representations and warranties contained in the Loan Documents are true,
accurate and complete in all material respects as of the date hereof (except to
the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date), and (b) no Event of
Default has occurred and is continuing;  4.2Borrower has the power and authority to execute and
deliver this Amendment and to perform its obligations under the Loan Agreement,
as amended by this Amendment;  4.3The organizational documents of Borrower delivered to
Bank with the Sixth Amendment to Loan and Security Agreement remain true,
accurate and complete and have not been amended, supplemented or restated and
are and continue to be in full force and effect;  4.4The execution and delivery by Borrower of this
Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, have been duly authorized;  4.5The execution and delivery by Borrower of this
Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any
law or regulation binding on or affecting Borrower, (b) any contractual
restriction with a Person binding on Borrower, (c) any order, judgment or
decree of any court or other governmental or public body or authority, or
subdivision thereof, binding on Borrower, or (d) the organizational
documents of Borrower;  4.6The execution and delivery by Borrower of this
Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or
authority, or subdivision thereof, binding on either Borrower, except as
already has been obtained or made; and  4.7This Amendment has been duly executed and delivered by
Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such  2


enforceability may be
limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or
other similar laws of general application and equitable principles relating to
or affecting creditors rights.  5.Counterparts.This Amendment may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.  6.Effectiveness.This Amendment shall be deemed effective upon (i) the due execution
and delivery to Bank of this Amendment by each party hereto and (ii) the
payment by Borrower to Bank of an amendment fee in the amount of $1,800.  [Signature page follows.]  3


IN
WITNESS WHEREOF,the parties hereto have caused this Amendment to be duly executed and delivered
as of the date first written above.  BANK
  
  BORROWERSilicon Valley Bank
  
  XPLORE TECHNOLOGIESCORPORATION OF AMERICABy:
  /s/ Tom Makowski
  
  By:
  /s/ Michael J. RapisandName:
  Tom Makowski
  
  Name:
  Michael J. RapisandTitle:
  Relationship Manager
  
  Title:
  Chief Financial Officer