Exhibit
10.41  FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT  THIS FIRST AMENDMENT
(this Amendment) to that certain Loan and Security Agreement dated April 7,
2008, by and between Silicon Valley Bank (Bank) and SOURCE PHOTONICS, INC., a
Delaware corporation, FIBERXON, INC., a Delaware corporation and LUMINENTOIC,
INC., a Delaware corporation (collectively, Existing Borrowers), each with
its principal place of business at 20550 Nordhoff Street, Chatsworth, CA 91311
(FAX 818-349-9258) (as the same may from time to time be further amended,
modified, supplemented or restated, the Loan Agreement), is entered into this
     day of July, 2008, by and between Bank, Existing
Borrowers and FIBERXON (MACAO COMMERCIAL OFFSHORE) LIMITED, an entity organized
under the laws of Macao, registered with the Commercial and Movable Assets
Registry of Macau under No. 24468 (SO) (New Borrower and together with
Existing Borrowers, each a Borrower and collectively Borrowers).  RECITALS  A. Bank has extended
credit to Existing Borrowers for the purposes permitted in the Loan Agreement.  B. Existing Borrowers
have requested that Bank amend the Loan Agreement to (i) add New Borrower
as a Borrower therunder and (ii) make certain other revisions to the
Loan Agreement as more fully set forth herein.  C. 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. New
Borrower. New Borrower is hereby added as a Borrower under the Loan
Documents. All references in the Loan Documents to Borrowers shall include
New Borrower.  2.
Definitions. Capitalized terms used but not defined in this Amendment shall
have the meanings given to them in the Loan Agreement.  3.
Amendments to Loan Agreement.  3.1 Section 11.
(CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE). The first
paragraph of Section 11 of the Loan Agreement is hereby amended and
restated as follows:  California law the Loan
Documents without regard to principles of conflicts of law except the laws of
Macao govern any enforcement against the assets of Fiberxon Macao. Borrowers
and Bank each submit to the exclusive jurisdiction of the State and Federal courts
in Santa Clara County, California or, if applicable, the courts of Macao;
provided, however, that nothing in this Agreement shall be deemed to operate to
preclude Bank from bringing suit or taking other legal action in any other
jurisdiction to realize on the Collateral or any other security for the
Obligations, or to enforce a judgment or other court order in favor of Bank.
Each Borrower expressly submits and consents in advance to such jurisdiction in
any action or suit commenced in any such court, and each Borrower hereby waives
any objection that it may have based upon lack of personal jurisdiction,
improper venue, or forum non conveniens and hereby consents to the granting of
such legal or equitable relief as is deemed appropriate by such court. Each Borrower
hereby waives personal service of the summons, complaints, and other process
issued in such action or suit and agrees that service of such summons,
complaints, and other process may be made by registered or certified mail
addressed to such Borrower at the address set forth in Section 10 of this
Agreement and that service so made shall be deemed completed upon the earlier
to occur of such Borrowers actual receipt thereof or three (3) days after
deposit in the U.S. mails, proper postage prepaid.  3.2 Section 13
(Definitions). The following terms and their respective definitions are amended
or added to Section 13.1 of the Loan Agreement as follows:  Fiberxon
Macao means Borrower FIBERXON (MACAO COMMERCIAL OFFSHORE) LIMITED, an entity
organized under the laws of Macao, registered with the Commercial and Movable
Assets Registry of Macau under No. 24468 (SO).


Loan
Documents are, collectively, this Agreement, the Perfection Certificate, the
Macao Law Documents, any note, or notes or guaranties executed by Borrowers,
and any other present or future agreement between Borrowers and/or for the
benefit of Bank in connection with this Agreement, all as amended, restated, or
otherwise modified.  Macao
Law Documents means that certain Pledge Over Bank Accounts, Livranca,
Authorization Letter and Floating Charge Agreement executed by Fiberxon Macao
in favor or Bank and any other present or future agreement between Fiberxon
Macao and/or for the benefit of Bank in connection with this Agreement, all as
amended, restated, or otherwise modified.  3.3 Section 13
(Definitions). Subsection (b) of the defined term Eligible Accounts set
forth in Section 13.1 of the Loan Agreement is amended in its entirety and
replaced with the following:  (b) Accounts billed
and payable outside of the United States unless the Bank has a first priority,
perfected security interest or other enforceable Lien in such Accounts and
provided further than any such Accounts of Fiberxon Macao shall be billed in US
Dollars and payments shall be remitted to the Lockbox;  4. Limitation of
Amendments.  4.1 The amendments set
forth in Section 3, above, are 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.  4.2 This
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.  5.
Representations and Warranties. To induce Bank to enter into this Amendment,
each Borrower hereby represents and warrants to Bank as follows:  5.1 Immediately 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;  5.2 Borrower 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;  5.3 The organizational
documents of Borrower delivered to Bank on the Effective Date (or on the date
hereof with respect to New Borrower) remain true, accurate and complete and
have not been amended, supplemented or restated and are and continue to be in
full force and effect;  5.4 The 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;  5.5 The 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;  5.6 The 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  5.7 This
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 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.  6.
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.  7.
Effectiveness. This Amendment shall be deemed effective upon (a) the due
execution and delivery to Bank of this Amendment by each party hereto, (b) Borrowers
payment of an amendment fee in an amount equal to $5,000, (c) the due
execution and delivery to Bank of the Macao Law Documents.  [Signature page follows.]


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to he executed as of the Effective
Date.  SOURCE PHOTONICS, INC. By
  /s/Brett ChloupekName: Brett ChloupekTitle: CFOFIBERXON, INC.By
  /s/Brett ChloupekName: Brett ChloupekTitle: CFOLUMINENTOIC, INC.By
  /s/Brett ChloupekName: Brett ChloupekTitle: CFOFIBERXON (MACAO
  COMMERCIAL OFFSHORE) LIMITED,By
  /s/Name:Title:
  AdministratorBANK:SILICON VALLEY BANKByName:Title: