FIRST AMENDMENT TO UNDERWRITING AGREEMENT DATED JUNE 27, 2002
THIS FIRST AMENDMENT to that certain Agreement, June 7, 2002, is made this
2nd day of June, 2003, between and among International Test Systems, Inc., a
Delaware Corporation (hereinafter "Company") and Public Securities, Inc., a
Washington Corporation (hereinafter "Public").
WHEREAS, the Company and public entered into an Agreement, dated June 27,
2002 (collectively the "Agreement").
WHEREAS, the Company and Public desire to amend certain portions of the
Agreement;
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto amend the Agreement only as to the following sections:
The first paragraph is hereby modified to delete the reference to "minimum
or maximum"
Section 1, Definitions, (f), is hereby modified to delete the reference to
"minimum or maximum".
Section 2, Underwriter's Compensation, (a), is hereby deleted and replaced
with the following:
The Company hereby appoints the Underwriter as its exclusive agent during the
continuance of the authorization hereunder to sell and obtain purchasers for:
1,250,000 Shares at a public offering price of $0.40 per Share and at an
aggregate public offering price of $500,000; 1,250,000 Class A Warrants, at a
public offering price of $0.10 per warrant and at an aggregate public offering
price of $125,000; or 1,250,000 Class B Warrants, at a public offering price of
$0.10 per warrant, and at an aggregate public offering price of $125,000; on a
best efforts basis. Such exclusive agency shall be good and irrevocable unless
and until terminated as herein and hereinafter set forth.
Section 2, Underwriter's Compensation, (c), is hereby modified to delete
the words "the minimum amount of $125,000 for".
Section 4, Escrow Account, (a), is hereby deleted and replaced with the
following:
The Underwriter agrees to open an appropriate Impound Account maintained with
Xxxxx X. Xxxx, Esq., 0000 Xxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 - (713)
524-4110 - for all monies received from the sale of these Shares and Warrants.
Such monies shall be deposited in full without any deductions for commissions
and/or expenses.
Section 4, Escrow Account, (c), is hereby deleted in its entirety.
Section 7, Conditions of Underwriter's Obligations, (b)(i), is hereby
modified to delete the reference to Vanderkam & Xxxxxxx.
Section 7, Conditions of Underwriter's Obligations, (c), is hereby modified
to delete the reference to Vanderkam & Xxxxxxx.
Section 14, Notices, is hereby modified to change the address of delivery
to Company's counsel to:
Xxxxx Xxxx
0000 Xxxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
AGREED AND ACCEPTED:
INTERNATIONAL TEST SYSTEMS, INC., INC.
By: /s/ Xxxxx Birmingham
-----------------------------
Xxxxx Birmingham, President Dated:
PUBLIC SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx, President Dated:
