EXHIBIT 10.7

AMENDMENT NO. 1 TO THE

BRIDGE LOAN AGREEMENT

         This  Amendment  No. 1 to the  Bridge Loan  Agreement  (this "Amendment")  is entered  into as of the 9 ^TH day of July, 2008, by and  among  S3 Investment Company, Inc., a California corporation (the “ Company ” or “ SIVC” ), and the investors listed on the SCHEDULE OF INVESTORS attached to the original Bridge Loan Agreement (the “ Investors” ).                            

Investors and the Company have previously entered into that certain Bridge Loan Agreement dated January 28, 2008 (the "Agreement").  Investors and the Company desire to amend the Agreement as provided herein. Terms defined in the Agreement which are used herein shall have the same meanings as set forth in the Agreement, unless otherwise specified.

         NOW, THEREFORE, Investors and the Company hereby modify and amend the Agreement as follows:

         1. The first sentence of Section 2.2(a) of the Agreement is hereby amended in its entirety to read as follows:

“On the funding dates set forth below, th