EXHIBIT 10.2
AMENDMENT NO. 3
TO
SHARES SALE AND PURCHASE AGREEMENT
Amendment No. 3, dated as of June 14, 2002, by and among Image Sensing
Systems, Inc., a company incorporated in Minnesota, USA ("ISS"), Berkeley
Development Limited, a company incorporated in the British Virgin Islands
("BDL") and Mr. Mats Xxxxx Xxxxxx, a resident of Hong Kong ("Xxxxxx") (the
"Amendment"), to the Shares Sale and Purchase Agreement dated November 28, 2001,
as amended December 31, 2001 and April __, 2002, by and among ISS, BDL, Xxxxxx
and Grove Place Limited, a company incorporated in the British Virgin Islands
("GPL").
WHEREAS, under the Agreement, BDL and Xxxxxx (collectively, the "Xxxxxx
Vendors") and GPL (together with the Xxxxxx Vendors, the "Vendors") sold, and
ISS purchased, all of the outstanding shares, par value HK$1.00 per share, of
Flow Traffic Limited, a company incorporated in Hong Kong ("FTL"), owned by the
Vendors; and
WHEREAS, Amendment No. 2 to the Share Sales and Purchase Agreement
provides that any amendment to Section 6(a) of the Agreement may be effected in
a writing signed only by Xxxxxx, BDL and ISS; and
WHEREAS, Section 6(a) of the Agreement calls for the payment to the
Xxxxxx Vendors of an additional US$50,000 so long as FTL achieves a certain
level of audited net profit before tax of HK$1,418,000 or greater for the
financial year 2002; and
WHEREAS, the Board of Directors of ISS has determined that ISS will
have the ability to influence FTL's 2002 revenues and that it would therefore be
equitable to accelerate payment to the Xxxxxx Vendors of the US$50,000
additional payment contemplated in Section 6(a) of the Agreement, without the
requirement that FTL achieve any specified financial target.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment of the Agreement. The Agreement shall be amended as follows:
Section 6(a) of the Agreement is hereby amended in its
entirety to read as follows:
"On December 31, 2002, ISS shall pay Xxxxxx Vendors an
additional payment in consideration of the Xxxxxx Sale Shares
of US$50,000, which amount will be paid by wire transfer to
such account in Hong Kong as nominated by Xxxxxx."
2. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first above written.
IMAGE SENSING SYSTEMS, INC.
/s/ Xxxxx Xxxxxxxx
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Title: Chairman of the Board
/s/ Xxxxx Xxxxxxxxxxxxx
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Title: Director
BERKELEY DEVELOPMENT LIMITED
/s/ Mats Xxxxx Xxxxxx
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Title:
MR. MATS XXXXX XXXXXX
/s/ Mats Xxxxx Xxxxxx
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