DELL INC.

AMENDMENT, ASSUMPTION

AND

ACKNOWLEDGMENT AGREEMENT

This Amendment, Assumption and Acknowledgment Agreement (the "Agreement") is entered into by and between Dell Inc., a Delaware corporation (the "Company"), Dell Trinity Holdings Corp., a Delaware corporation ("Acquisition Sub") and Adriel Lares ("Executive" and, together with the Company and Acquisition Sub, the "Parties"), effective as of and contingent upon the Appointment Time (as defined below).

WHEREAS, Company, Acquisition Sub and 3 Par Inc., a Delaware corporation ("3 Par"), expect to enter into an Agreement and Plan of Merger (the "Merger Agreement").

WHEREAS, upon the "Appointment Time" (as defined in the Merger Agreement), 3 Par will become a majority-owned subsidiary of the Company, and upon the consummation of the Merger (as defined in the Merger Agreement) contemplated by the Merger Agreement, 3 Par will become a wholly-owned subsidiary of the Company, all upon the terms and subject to the conditions set forth in the Merger Agreement.

WHEREAS, Executive and 3 Par entered into a Management Retention Agreement entered into as of May 20, 2005 and amended and restated as of December 19, 2008 (the "Management Retention Agreement").

WHEREAS, Executive, the Company and Acquisition Sub desire to acknowledge and agree that, effective as of and contingent upon the occurrence of the Appointment Time, Acquisition Sub, as successor to 3 Par, shall assume all rights and obligations of 3 Par pursuant to the Management Retention Agreement.

NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

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