SECOND AMENDMENT TO UNDERWRITING AGREEMENT DATED JUNE 27, 2002


     THIS  SECOND AMENDMENT to that certain Agreement, June 27, 2002, as Amended
on  June  3,  2003,  is  made  this  10th  day  of July, 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 amended certain portions of the Agreement
on  June  3,  2003;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the  parties  hereto  further  amend  the  Agreement  only  as  to the following
sections:

     Section  4,  Escrow  Account,  (a),  as  amended on June 3, 2003, is hereby
deleted  in  its  entirety  and  any  reference  to  the Impound Account is also
deleted.

AGREED  AND  ACCEPTED:

INTERNATIONAL  TEST  SYSTEMS,  INC.

By:  /s/  Carey  Birmingham
  -------------------------
Carey  Birmingham,  President               Dated:              July  10,  2003
                                                       ------------------------


PUBLIC  SECURITIES,  INC.

By:  /s/  William  F.  Ross
  -------------------------
William  F. Ross, President                    Dated:              July 10, 2003
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