**EXHIBIT10.16**

**FirstAmendment to the**

**AMENDEDAND RESTATED**

**SHAREHOLDERS’ AGREEMENT**

This Amendment (the “Amendment”) to the Amended and Restated Shareholders’ Agreementdated August 12th, 2005 (the “Amended Agreement”), is hereby made effectivethis 1st day of January, 2007 (the “Amendment Effective Date”) by and amongst**TaiwanSemiconductor Manufacturing Co****.****,****Ltd.** a company incorporatedunder the laws of Taiwan, Republic of China (“TSMC”), **OmniVision International Holding Ltd**., anexempted company incorporated under the Companies Law of Cayman Islands (“OmniVision”),**VisEra Technologies Company, Ltd.**,a company incorporated under the laws of Taiwan, Republic of China (“VisEra Taiwan”), and **VisEra Holding Company**,an exempted company incorporated under the Companies Law of the Cayman Islands(“VisEra Cayman”).  OmniVision and TSMCare each sometimes referred to herein as a “Shareholder” and collectively as the“Shareholders”; OmniVision, TSMC, VisEra Taiwan and VisEra Cayman are each sometimes referredto herein as a “Party” or collectively as the “Parties”.

WHEREAS, the Parties for their mutual benefit and in furtherance of thePurpose of the Amended Agreement desire to make certain modifications to theAmended Agreement to allow for the infusion of additional capital into the JV;

THEREFORE, in accordance with Section 16.8 of the Amended Agreement,the Parties agree as follows:

1.               Thefollowing provisions of the Amended Agreement are hereby amended as follows:

(a)          Thewords “chip probing,” are hereby added before the words “IC packaging” at theend of line three of Section 1.1.

(b)         Theword “shall” is hereby deleted and replaced with the word “may” on line threeof Section 3.2(f);

(c)          Thewords “date of the Approval” is hereby deleted from Section 3.6(a) and replacedby “Amendment Effective Date”;

(d)         Thewords “in at least the amounts as set forth immediately below, at a par valueof US$1.00 and a purchase price of US$1.00” are hereby deleted from Section3.6(c) and replaced with “in amounts and at an equitable purchase price as theParties shall mutually agree between them”.

(e)          Theword “JULY” on line three of the legend text in Section 3.9 is hereby deletedand replaced with the word “AUGUST”.

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2.               Thefollowing sections are hereby added to the Amended Agreement:

3.6                                 ***Final JV Entity; Phase III Transaction;Capitalization of Phase III.***

(e)          In addition to contribution of capitalabove, at a time mutually agreed to by TSMC and OmniVision, TSMC andOmniVision shall each contribute theamount set forth below to VisEra Cayman in exchange for the VisEra Cayman common shares set forth in (ii) below.

(i)                                     Theconsideration for such shares shall be made in cash or in kind.  These shares issued by VisEra Cayman shall be legended asdescribed in Section 3.9 The shares issued upon said payment shall be issued as fully paid andnon-assessable.

(ii)                                  VisEra Cayman shall issue these commonshares at a purchase price of US$1.50 per share and at a par value of US$1.00per share as set forth immediately below:
| **Phase IIIb** | ** ** | **USD**    | ** ** | **Common Shares** | ** ** |
|---------------------|------------|------------|------------|------------------------|------------|
| TSMC                |       | 27,000,000 |       | 18,000,000             |       |
| OmniVision          |       | 27,000,000 |       | 18,000,000             |       |

 

(f)            VisEraCayman shall take such other steps and obtain such other approvals fromAdditional Investors as may be required by any written instruments executedbetween such Additional Investors and VisEra Cayman and consistent with thisAmendment and the Amended Agreement.

3.               Thetable in Section 3.8 is hereby deleted and replaced as follows:
| **Cumulative**                                 | ** ** | **Phase I**      | ** ** | **Phase II**     | ** ** | **Phase III**      | ** ** |
|------------------------------------------------|------------|-----------------------|------------|-----------------------|------------|-------------------------|------------|
| **Capital and   Shareholding ** | ** ** | **Shareholding(shs)** | ** ** | **Shareholding  (%)** | ** ** | **Shareholding  (shs)** | ** ** | **Shareholding  (%)** | ** ** | **Shareholding**

**(shs)** | ** ** | **Shareholding  (%)** | ** ** |
| TSMC                                           |       | 1,931,325             |       | 28.14                 | %          | 18,931,325              |       | 46.33 | % | 43,000,000 |   | 46.95 | % |
| OmniVision                                     |       | 1,931,325             |       | 28.14                 | %          | 18,931,325              |       | 46.33 | % | 43,000,000 |   | 46.95 | % |
| Additional  Investment                         |       | 0                     |       | 0                     |       | 0                       |       | 0.00 | % | 2,580,000 | * | 2.82 | % |
| Technical Stock**                              |       | 3,000,000             |       | 43.72                 | %          | 3,000,000               |       | 7.34 | % | 3,000,000 |   | 3.28 | % |
| Total                                          |       | 6,862,650             |       | 100.00                | %          | 40,862,650              |       | 100.00 | % | 91,580,000 |   | 100.00 | % |

 

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(*assumes exerciseof pro-rata subscription rights by existing additional investors, but excludesany amounts which may be obtained from any future additional investors;

**Technical Stock share values assume the transaction in 3.2(f) hastaken place at an exchange rate of 1:1; the actual exchange rate shall beapproved by TSMC and OmniVision, though in no event shall the amount cause theaggregate holding of entities other than OmniVision and TSMC to exceed thelimits set forth in Section 3.5)

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4.               Inthe event of any conflict between this Amendment and the Amended Agreement, theterms of this Amendment shall control. The capitalized terms used herein will have the same meaning as setforth in the Amended Agreement, except as otherwise provided in this Amendment.  All other provisions of the Amended Agreementshall remain in full force and effect.

IN WITNESSWHEREOF, the parties, by their duly authorized representatives, hereby haveexecuted this contract as of the last date indicated below
| TAIWAN SEMICONDUCTOR    |   | OMNIVISION INTERNATIONAL |
|-----------------------------------|--------|--------------------------|
| MANUFACTURING CO.,  LTD.          |   | HOLDING LTD.             |
|                              |   |                     |
|                              |   |                     |
| BY:                               |   |                     |   | BY: |   |   |
|                              |   |                     |
| NAME:                             |   | NAME:                    |
| TITLE:                            |   | TITLE:                   |
| DATE:                             |   | DATE:                    |
| VISERA  TECHNOLOGIES COMPANY,     |   | VISERA HOLDING COMPANY   |
| LTD.                              |   |                     |
|                              |   |                     |
|                              |   |                     |
| BY:                               |   |                     |   | BY: |   |   |
|                              |   |                     |
| NAME:                             |   | NAME:                    |
| TITLE:                            |   | TITLE:                   |
| DATE:                             |   | DATE:                    |
|                                   |        |                          |  |  |  |  |  |  |  |

 

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