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Pre-existing Agreement is hereby superseded and replaced in its entirety by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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: Feb. 6, 2002
------------------------------ -------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
SELLING SHAREHOLDERS
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: February 6th, 2002
------------------------------ --------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Each undersigned in their capacity as a trustee
of The Better Blocks Trust created by Deed
1 January 1994
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: February 6th, 2002
------------------------------ -------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: February 6th, 2002
------------------------------ -------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Attorney-in-Fact for
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: February 6th, 2002
------------------------------ -------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Attorney-in-Fact for
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Trustee
SCHEDULE I
----------
THE OFFERING
The Selling Shareholders, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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.