PURCHASE AGREEMENT DATED AS OF JUNE 20, 1995
THIS AMENDMENT is made and entered into as of July 31, 1995 by and among Amtech Corporation, a
Texas corporation, Cardkey Systems, Inc., an Oregon corporation, Cardkey Systems, Ltd., a United Kingdom
corporation, and Cardkey Sicherheitssysteme GmbH, a German corporation and wholly-owned subsidiary of
Cardkey Systems, Ltd., and Assa Abloy AB, a Swedish corporation.
1. The parties have as of June 20, 1995, entered into a Purchase Agreement (the "Purchase Agreement").
2. The parties have now agreed to amend the Purchase Agreement as set forth below.
(a) The following wording shall be added to Exhibit B ("Excluded Assets/Liabilities") to the Purchase Agreement:
"6. Assets of Cardkey Sicherheitssysteme GmbH related to the Ving Card Business in Germany."
(b) Exhibit I ("Allocation of Purchase Price") to the Purchase Agreement is hereby amended in its entirety to read
"Upon the request of a party, the parties will enter into good faith negotiations with a view to agreeing upon an
allocation of the consideration being paid hereunder among the assets being acquired."
(c) The following Section 6.13 is hereby added to Article VI of the Purchase Agreement:
"6.13 Consents. After the Closing, Sellers and Shareholder shall use their best efforts to obtain those consents
required to be delivered pursuant to Section 3.2(f) but which had not been obtained as of the Closing."
(d) The following clause (i) is hereby added to Section 9.1 of the Purchase Agreement:
"(i) Sellers and Shareholder shall jointly and severally indemnify and hold Purchaser harmless against any and all
liabilities, obligations, claims, contingencies, damages, costs and expenses (including, without limitation increased
costs associated with relocation from leased premises or replacement of leased vehicles, all court costs and
reasonable attorneys' fees) that Purchaser or Purchaser's designee may incur as a result of the failure of Sellers to