July 29, 2003

EXHIBIT 10.15

California Micro Devices Corporation

000 X. XxXxxxxx, Xxxxxx 000

Xxxxxxxx, XX 00000

July 29, 2003

Xxxxxxx & Company, Inc.		Xxxxx, Xxxxxxxx & Xxxx, Inc.
0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000		Four Embarcadero
Menlo Park, California 94025		Xxx Xxxxxxxxx, XX 00000

Re: Amendment to October 7, 2002 Letter Agreement

Dear Xxxx and Xxxxxxxx:

This letter (this “Amendment”) confirms the agreement between Xxxxxxx & Company, Inc. and Xxxxx, Xxxxxxxx & Xxxx, Inc. (the “Placement Agents”) on the one hand, and California Micro Devices Corporation (the “Company”) on the other hand, to amend their October 7, 2002 Letter Agreement (the “Original Letter Agreement”).

This Amendment will apply and be effective only with respect to the proposed private placement of up to 2,444,466 shares of the Company’s common stock, accompanied by warrant coverage of up to an additional 733,339 shares of common stock, as described in the Company’s term sheet dated July 24, 2003 (the “Offering”). The Offering is currently expected to close in one or two separate closings, with the lead investor, Special Situations Funds and its affiliated entities, closing on July 30, 2003, and additional investors closing on July 30, 2003; July 31, 2003; or August 1, 2003.

The Placement Agents and the Company hereby amend the Original Letter Agreement as follows:

The first line of Section 6(b) of the Original Letter Agreement is deleted in its entirety and replaced with the following: “An advisory fee equal to 4% of the gross proceeds on all sales of Securities made in the . . .”

The first sentence of Section 6(c) of the Original Letter Agreement is deleted in its entirety and replaced with the following: “Warrants (the “Warrants”), issuable at the first and any subsequent closing of the sales of Securities, to purchase that amount of securities equal to 3% of the Securities sold in the Offering.”

The Placement Agents further agree that, if the securities issued pursuant to the Offering, either calculated alone or in combination with the issuance of the Warrants, would otherwise result in an issuance of securities that would require the approval of the Company’s shareholders, the Company will require that the first date that the Warrants will be exercisable shall be no

Xxxxxxx & Company, Inc. and Xxxxx, Xxxxxxxx & Xxxx, Inc.

July 29, 2003

earlier than six months after the second of the two closings. The Company currently expects that such a restriction will be necessary in order to issue the securities without a shareholder vote not only on the Warrants being issued to the Placement Agents but also perhaps on 300 of the warrants being issued to one of the investors.

Please confirm that the foregoing is in accordance with our understanding by signing and returning to us the enclosed duplicates of this letter.

Sincerely yours,

CALIFORNIA MICRO DEVICES CORPORATION
By:
		Xxxxxx X. Xxxxxxxxx
		President and CEO
Agreed to and Accepted as of the date set forth above:
XXXXXXX & COMPANY, INC.						XXXXX, XXXXXXXX & XXXX, Inc.
By:						By:
		Xxxx X. Xxxx						Xxxxxxxx Xxxxxx
		Managing Director						Managing Director

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