0000912057-02-003569 Sample Contracts

PHOTON DYNAMICS, INC. (a California corporation) 2,300,000 Shares of Common Stock PURCHASE AGREEMENT
Photon Dynamics Inc • January 31st, 2002 • Instruments for meas & testing of electricity & elec signals • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated CIBC World Markets Needham & Company, Inc. as Representatives of the several Underwriters

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AMENDED AND RESTATED AGREEMENT FOR PURCHASE OF INVENTORY
Agreement for Purchase of Inventory • January 31st, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

THIS AMENDED AND RESTATED AGREEMENT FOR PURCHASE OF INVENTORY ("Agreement") is entered into by and between Sanmina-SCI Corporation, a Delaware corporation ("Buyer"), and Photon Dynamics, Inc., a California corporation ("Seller"), as of January 29, 2002 and performance hereunder shall commence on February 1, 2002 (the "Commencement Date").

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