EX-1.2 3 doc2.txt AMENDMENT NO. 2 TO SHARES CO-SALE AGREEMENT This Amendment No. 2 to Shares Co-Sale Agreement ("Amendment No. 2") amends that certain Shares Co-Sale Agreement (the "Original Agreement") entered into as of November 15, 2001, by and between International Commercial Television Inc., a Nevada corporation (the "Company") and the selling shareholders of the Company listed in Schedule I thereto (the "Selling Shareholders"), as amended by ----------- Amendment No. 1 to Shares Co-Sale Agreement ("Amendment No. 1") entered into as of February 1, 2002 (the Original Agreement, as amended by Amendment No. 1 hereafter collectively referred to as the "Pre-existing Agreement"). 1. DEFINITIONS; REFERENCES. All capitalized terms used in this Amendment ------------------------ No. 2 not defined herein shall have the meanings given them in the Pre-existing Agreement. References in this Amendment No. 2 and in the Pre-existing Agreement to "this Agreement," "herein," "hereto" and words of similar import shall mean the Pre-existing Agreement as modified by this Amendment No. 2. 2. SECTION REFERENCES. References to Sections herein shall refer to ------------------- Sections in this Amendment No. 2. References to the Pre-existing Agreement Sections shall refer to Sections in the Pre-existing Agreement. 3. EFFECT OF AMENDMENT NO. 2. This Amendment No. 2 modifies the ----------------------------- Pre-existing Agreement. The Pre-existing Agreement, as amended by this Amendment No. 2, is in full force and effect, and the parties hereby ratify and affirm the same. In the event of any conflict between the provisions of the Pre-existing Agreement and this Amendment No. 2, the provisions of this Amendment No. 2 shall control. 4. AMENDMENT OF SCHEDULE I TO PRE-EXISTING AGREEMENT. Schedule I to the ----------------------------------------------------- Pre-existing Agreement is hereby superseded and replaced in its entirety by Schedule I attached hereto. 5. AUTHORITY TO AMEND SCHEDULE I. Schedule I is hereby amended as permitted ----------------------------- by Pre-existing Agreement Section 6.9. [this space intentionally left blank] IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the latest date indicated below. INTERNATIONAL COMMERCIAL TELEVISION INC. /s/ Thomas Woolsey Date: Feb. 6, 2002 ------------------------------ ------------------- Thomas Woolsey, President SELLING SHAREHOLDERS /s/ Stephen Jarvis Date: February 6th, 2002 ------------------------------ -------------------- Stephen Jarvis Each undersigned in their capacity as a trustee of The Better Blocks Trust created by Deed 1 January 1994 /s/ Kelvin Claney Date: February 6th, 2002 ------------------------------ ------------------- Kelvin Claney, Trustee /s/ Kelvin Claney Date: February 6th, 2002 ------------------------------ ------------------- Kelvin Claney, Attorney-in-Fact for Robin Jan Marney, Trustee /s/ Kelvin Claney Date: February 6th, 2002 ------------------------------ ------------------- Kelvin Claney, Attorney-in-Fact for William Ainslie Reece, Trustee SCHEDULE I ---------- THE OFFERING The Selling Shareholders, Stephen Jarvis and the Better Blocks Trust, declared 1 January 1994, will each deliver and deposit with the Attorneys-in-Fact, pursuant to Section 1.2 of the Original Agreement, 333,500 outstanding shares of their common stock of the Company. The Company will offer to sell up to 2,000,000 shares of common stock to the public on a self-underwritten, best efforts, no minimum basis. The Company will offer 1,500,000 original issue Company Shares and 500,000 Selling Shareholder Shares in the following order: SHARES OFFERORS ----------------------------------------------------------------------- 300,000 Common stock to be offered and sold by the Company ----------------------------------------------------------------------- 200,000 Common stock to be offered and sold by the Selling Shareholders ----------------------------------------------------------------------- 500,000 Common stock to be offered and sold on a pro rata basis, 60% by the Selling Shareholders and 40% by the Company ----------------------------------------------------------------------- 1,000,000 Common stock to be offered and sold by the Company ----------------------------------------------------------------------- The Selling Shareholder Shares to be sold and the proceeds from the sales of the Selling Shareholder Shares shall be pro-rated between the Selling Shareholders, 50% to each Selling Shareholder.