**EXHIBIT 10.1**

**EIGHTHAMENDMENT TOAMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT**

This Amendment, dated as of June 29, 2007, is made byand between NETLIST, INC., a Delaware corporation, and NETLIST TECHNOLOGYTEXAS, L.P., a Texas limited partnership (each a “Borrower” and collectively,the “Borrowers”), on the one hand, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through itsWELLS FARGO BUSINESS CREDIT operating division, on the other hand.

RECITALS

The Borrowers and Wells Fargo Business Credit, Inc., aMinnesota corporation (“WFBCI”), are parties to an Amended and Restated Creditand Security Agreement, dated as of December 27, 2003, as amended by a First Amendmentto Amended and Restated Credit and Security Agreement, dated as of June 30,2004, a Second Amendment to Credit and Security Agreement and Waiver ofDefaults, dated as of December 20, 2005, a Third Amendment to Credit andSecurity Agreement, dated as of February 14, 2006, a Fourth Amendment to Creditand Security Agreement and Waiver of Defaults, dated as of April 18, 2006, aFifth Amendment to Credit and Security Agreement, dated as of July 28, 2006, aSixth Amendment to Credit and Security Agreement and Waiver of Defaults, datedas of December 29, 2006, and a Seventh Amendment to Credit and SecurityAgreement, dated as of March 21, 2007 (as so amended**,**the“Credit Agreement”). Capitalized terms used in these recitals have the meaningsgiven to them in the Credit Agreement unless otherwise specified.

WFBCI has merged with and into Lender and Lender isthe surviving corporation.

The Borrowers haverequested that the Lender make certain additional amendments to the CreditAgreement, which the Lender is willing to make pursuant to the terms andconditions set forth herein.

NOW, THEREFORE, in consideration of the premises andof the mutual covenants and agreements herein contained, it is agreed asfollows:

1.             **Defined Terms**.

(a)           Capitalized terms used in thisAmendment which are defined in the Credit Agreement shall have the same meaningsas defined therein, unless otherwise defined herein.

(b)           The following definition set forth inSection 1.1 of the Credit Agreement is hereby amended in its entirety asfollows:

“Foreign Accounts Eligibility Period” means until July 31, 2008.

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2.             **Bank and Brokerage Statements**.  A new clause (r) is hereby added to Section6.1 immediately following clause (q) thereof as follows:

(r)            ***Monthly Bank and Brokerage******Statements***.  As soon as available and in any event within20 days after the end of each month, the Borrowers will deliver to the Lender copiesof their most recent bank and brokerage account statements together suchadditional information with respect thereto as the Lender may in its discretionrequire.

3.             **Financial Covenants**.  Section 6.2 of the Credit Agreement is herebyamended in its entirety as follows:

Section 6.2             Financial Covenants.

(a)           ***MinimumBook Net Worth.***  TheBorrowers will maintain at all times Netlist’s Book Net Worth, determined as atthe end of each month, at an amount not less than $42,600,000.

(b)           ***MinimumNet Income (Maximum Net Loss)***. The Borrowers will achieve, for each period described below, Net Income (orNet Loss) of not less than (or more than, as applicable) the amount set forthfor each such period (numbers appearing between “< >” are negative):

| Period                 | ** ** | **Minimum Net Income / Maximum Net Loss** | ** ** |
|------------------------|------------|-------------------------------------------------------------------------|------------|
| 7/1/07 – 9/30/07  |       | <$1,500,000>                                                      |       |
| 7/1/07 – 12/31/07 |       | <$2,000,000>                                                      |       |

(c)           ***Capital Expenditures***.  The Borrowers will not incur or contract toincur Capital Expenditures of more than $6,000,000 in the aggregate during the fiscalyear ending December 31, 2007.

(d)           ***StopLoss***.  The Borrowers willnot, during any single month or in any two consecutive months during theperiods indicated below, suffer a Net Loss in excess of the amounts indicatedin the table below opposite the applicable period:
| Period                  | ** ** | **Maximum One Month Net  Loss** | ** ** | **Maximum Two Consecutive  Months Net Loss** | ** ** |
|-------------------------|------------|------------------------------------------------|------------|------------------------------------------------------------------|------------|
| 7/1/07 –  10/31/07 |       | <$600,000>                               |       | <$900,000>                                                 |       |
| 11/1/07 and thereafter  |       | <$400,000>                               |       | <$700,000>                                                 |       |

(e)           ***Intentionally Deleted***.

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(f)            ***Minimum Liquidity***.  The Borrowers will maintain at all times, determinedas of the end of each month, the sum of their cash and cash equivalents at anamount not less than $20,000,000.

4.             **ReplacementExhibit C**.  Exhibit Cattached to the Credit Agreement is hereby replaced with Exhibit C attached tothis Amendment.

5.             **No OtherChanges**. Except as explicitly amended by this Amendment, all ofthe terms and conditions of the Credit Agreement shall remain in full force andeffect and shall apply to any advance or letter of credit thereunder.

6.             **AmendmentFee****.**The Borrowers shall pay theLender a fully earned, non-refundable fee in the amount of $50,000 (“AmendmentFee”) in consideration of the Lender’s execution and delivery of this Amendment.  The Amendment Fee shall be due and payable asfollows: (i) $25,000 upon execution of this Amendment; and (ii) $25,000 uponthe earlier to occur of (x) January 31, 2008 or (y) the Termination Date;provided that the second installment of the Amendment Fee shall be waived if noEvent of Default has occurred and is continuing as of December 31, 2007.

7.             **Conditions Precedent**.This Amendment shall be effective when the Lender shall have received anexecuted original hereof, together with each of the following, each insubstance and form acceptable to the Lender in its sole discretion:

(a)           The first installment of theAmendment Fee; and

(b)           Such other matters as the Lender mayrequire.

8.             **Representations andWarranties**. Each Borrower hereby represents and warrants to theLender as follows:

(a)           Such Borrower has all requisite powerand authority to execute this Amendment, to perform all of its obligationshereunder, and this Amendment has been duly executed and delivered by such Borrowerand constitute the legal, valid and binding obligation of such Borrower,enforceable in accordance with their terms.

(b)           The execution, delivery andperformance by each Borrower of this Amendment has been duly authorized by allnecessary corporate action and do not (i) require any authorization,consent or approval by any governmental department, commission, board, bureau,agency or instrumentality, domestic or foreign, (ii) violate any provisionof any law, rule or regulation or of any order, writ, injunction or decreepresently in effect, having applicability to such Borrower, or the articles ofincorporation or by-laws of such Borrower, or (iii) result in a breach ofor constitute a default under any indenture or loan or credit agreement or anyother agreement, lease or instrument to which such Borrower is a party or bywhich it or its properties may be bound or affected.

(c)           All of the representations andwarranties contained in Article V of the Credit Agreement are correct on and asof the date hereof as though made on and as of such date, except to the extentthat such representations and warranties relate solely to an earlier date.

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9.             **References**.All references in the Credit Agreement to “this Agreement” shall be deemed torefer to the Credit Agreement as amended hereby; and any and all references inthe Security Documents to the Credit Agreement shall be deemed to refer to theCredit Agreement as amended hereby.

10.           **No Waiver**.  The execution of this Amendment and acceptance of any documentsrelated hereto shall not be deemed to be a waiver of any Default or Event ofDefault under the Credit Agreement or breach, default or event of default underany Security Document or other document held by the Lender, whether or notknown to the Lender and whether or not existing on the date of this Amendment.

11.           **Release**.

(a)           Each Borrower****herebyabsolutely and unconditionally releases and forever discharges the Lender, andany and all participants, parent corporations, subsidiary corporations,affiliated corporations, insurers, indemnitors, successors and assigns thereof,together with all of the present and former directors, officers, agents andemployees of any of the foregoing, from any and all claims, demands or causesof action of any kind, nature or description, whether arising in law or equityor upon contract or tort or under any state or federal law or otherwise, which suchBorrower has had, now has or has made claim to have against any such person foror by reason of any act, omission, matter, cause or thing whatsoever arisingfrom the beginning of time to and including the date of this Amendment, whethersuch claims, demands and causes of action are matured or unmatured or known orunknown.  Each Borrower certifies that ithas read the following provisions of California Civil Code Section 1542:

A general release does not extend to claims which thecreditor does not know or suspect to exist in his or her favor at the time ofexecuting the release, which if known by him or her must have materiallyaffected his or her settlement with the debtor.

(b)           Each Borrower understands andacknowledges that the significance and consequence of this waiver of CaliforniaCivil Code Section 1542 is that even if it should eventually suffer additionaldamages arising out of the facts referred to above, they will not be able tomake any claim for those damages. Furthermore, each Borrower acknowledges thatit intends these consequences even as to claims for damages that may exist asof the date of this release but which it does not know exist, and which, ifknown, would materially affect its decision to execute this Agreement,regardless of whether its lack of knowledge is the result of ignorance,oversight, error, negligence, or any other cause.

12.           **Costs and Expenses**.The Borrowers hereby reaffirm their agreement under the Credit Agreement to payor reimburse the Lender on demand for all costs and expenses incurred by theLender in connection with the Loan Documents, including without limitation allreasonable fees and disbursements of legal counsel. Without limiting thegenerality of the foregoing, the Borrowers specifically agree to pay all feesand disbursements of counsel to the Lender for the services performed by suchcounsel in connection with the preparation of this Amendment and the documentsand instruments incidental hereto. The Borrowers hereby agree that the Lendermay, at any time or from time to time in its sole discretion and withoutfurther authorization by the Borrowers, make a loan to the Borrowers under theCredit Agreement, or apply the proceeds of any loan, for the purpose of payingany such fees, disbursements, costs and expenses, and the Amendment Fee.

13.           **Miscellaneous**.This Amendment may be executed in any number of counterparts, each of whichwhen so executed and delivered shall be deemed an original and all of whichcounterparts, taken together, shall constitute one and the same instrument.

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed as of the datefirst written above.
| **WELLS FARGO BANK, NATIONAL  ASSOCIATION**Through its Wells Fargo Business Credit | ** **              | **NETLIST, INC.**                                  |
|------------------------------------------------------------------------------------|-------------------------|----------------------------------------------------|
| operating division                                                                 |                    | By:                                                | /s/ Chun K. Hong |
| ** **                                                                         |                    | Name: Chun K. Hong                                 |
| ** **                                                                         |                    | Its: President                                     |
| By                                                                                 | /s/ Josephine  Camalian | ** **                                         | ** ** |
| Name: Josephine  Camalian                                                          | ** **              | ** **                                         |
| Its   Vice  President                                                    | ** **              | **NETLIST TECHNOLOGY TEXAS L.P.**                  |
|                                                                               |                    | By: Netlist Holdings GP, Inc., its general partner |
| ** **                                                                         | ** **              | ** **                                         |
| ** **                                                                         |                    | By:                                                | /s/ Chun K. Hong |
| ** **                                                                         |                    | Name: Chun K. Hong                                 |
| ** **                                                                         |                    | Its:  President                               |
|                                                                                    |                         |                                                    |  |  |  |

 

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