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Exhibit 10.1

THIRD AMENDMENT TO MANUFACTURING AGREEMENT

This Third Amendment to Manufacturing Agreement, dated as of January 1, 2009 (this “ Amendment ”), is made and entered into by and between Microtune (Texas), L.P., a Texas limited partnership, located at 2201 10th Street, Plano, Texas 75074 (“ Microtune ” or “ Buyer ”) and Ionics EMS, Inc. (“ Ionics ” or “ Company ”).

WHEREAS, Microtune and Ionics are parties to that certain Manufacturing Agreement, dated as of May 24, 2005 (the “ Manufacturing Agreement ”);

WHEREAS, Microtune and Ionics wish to enter into this Amendment to amend and modify certain provisions of the Manufacturing Agreement; and

WHEREAS, pursuant to Section 10.7 of the Manufacturing Agreement, no modification thereto shall be valid unless it is made in writing and signed by the parties thereto;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

1. Definitions. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Manufacturing Agreement.

2. General Provisions . This Amendment shall be subject to the terms and conditions of Article 10 of the Manufacturing Agreement.

3. Amendment to Section 3.9 of Manufacturing Agreement. Section 3.9 of the Manufacturing Agreement is hereby deleted in its entirety and replaced by the following:

3.9 Consigned Test Equipment. The Company will maintain at its expense all equipment consigned by the Buyer in good working condition and will keep all calibrations of equipment current and accurate in accordance with Buyer’s requirements. Such maintenance shall include any and all test jigs and other production fixtures consigned by Buyer. All calibration and maintenance records will be made available to Buyer upon request. Should Buyer determine in its sole discretion that Company has failed to adequately maintain such consigned equipment, Buyer may elect in its sole discretion to maintain and/or repair such consigned equipment. Company agrees to pay for all reasonable expenses incurred by Buyer to maintain and/or repair any consigned equipment.

3.9.1 For the period commencing January 1, 2009 and ending on December 31, 2009 (“ CY2009 ”), Buyer agrees to reimburse Company for the cost of calibrating Buyer’s consigned equipment presently being used by the Company. This reimbursement obligation will only cover consigned equipment with regular


calibration intervals falling inside of CY2009. The cost of calibration of consigned equipme


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