Laurus Master Fund Ltd, et al. – ‘SC 13D/A’ on 6/12/06 re: aVINCI MEDIA Corp – EX-16

On:  Monday, 6/12/06, at 5:20pm ET   ·   Accession #:  1144204-6-24487   ·   File #:  5-40494

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          15     57K 
                          Ownership                                              
 2: EX-14       Code of Ethics                                         2     12K 
 3: EX-15       Letter re: Unaudited Interim Financial Information     2     10K 
 4: EX-16       Letter re: Change in Certifying Accountant             2     11K 
 5: EX-17       Letter re: Departure of Director                       7     26K 

EX-16   —   Letter re: Change in Certifying Accountant

EX-16
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SECOND AMENDMENT TO VOTING AGREEMENT

    This Second Amendment to Voting Agreement is made and entered into as of
June 9, 2006 (the "Second Amendment") by and among Sentinel Technologies, Inc., 
a Delaware corporation ("STI"); Sentinel Operating, L.P., a Texas limited       
partnership and an affiliate of LLG ("Sentinel"); Tidel Technologies, Inc., a   
Delaware corporation (the "Company"); and Laurus Master Fund, Ltd., a Cayman    
Island company (the "Stockholder").                                             

      Reference is made to the Voting Agreement dated as of January 12, 2006 and
amended as of February 28, 2006 (as amended, the "Agreement") among the parties 
hereto. Capitalized terms used but not defined herein shall have the meanings   
ascribed to such terms in the Agreement.                                        

   The parties hereto agree that the Agreement be and hereby is amended as
follows:                                                                        

 Section 1.1 of the Agreement is amended by deleting the date "May 31,
2006" for the definition of "Termination Date" in the introductory sentence     
thereof and inserting in lieu thereof the date "September 30, 2006".            

      Section 1.2(a) of the Agreement is amended by deleting the date "April 21,
2006" and inserting in lieu thereof the date "August 31, 2006".                 

     Except as specifically amended hereby, the Agreement shall remain in full
force and effect and hereby is ratified and confirmed as so amended. This Second
Amendment shall not constitute a novation, satisfaction and accord, cure,       
release or satisfaction of the Agreement, but shall constitute an amendment     
thereof. The parties hereto agree to be bound by the terms and conditions of the
Agreement as amended by this Second Amendment, as though such terms and         
conditions were set forth herein and therein in full. Each reference in the     
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of      
similar import shall mean and be a reference to the Agreement as amended by this
Second Amendment.                                                               

    This Second Amendment shall be governed by and construed and interpreted
in accordance with the choice of law provisions set forth in, and shall be      
subject to the notice provisions of, the Agreement.                             

    This Second Amendment may be executed by facsimile signatures and in any
number of counterparts, each of which shall be an original, but all of which    
together shall constitute one and the same instrument.                          

This Second Amendment shall be effective as of April 21, 2006.      

[Remainder of page intentionally left blank]

EX-16
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    IN WITNESS WHEREOF, STI, Sentinel, the Company, and the Stockholder have
caused this Second Amendment to Voting Agreement to be executed as of the date  
first written above.                                                            

                   SENTINEL TECHNOLOGIES, INC.

             /s/ Raymond P. Landry
             ---------------------
              By:  Raymond P. Landry
                       Title:  Chief Executive Officer

                SENTINEL OPERATING, L.P.

                          By: Sentinel Cash Systems, L.L.C.,
                   its general partner

             /s/ Raymond P. Landry
             ---------------------
              By:  Raymond P. Landry
         Title:  President

                TIDEL TECHNOLOGIES, INC.

           /s/ Jerrell G. Clay
           -------------------
              By:    Jerrell G. Clay
        Title:  Director

                LAURUS MASTER FUND, LTD.

       /s/ Eugene Grin
       ---------------
        By:  Eugene Grin
        Title:  Director

[Second Amendment to Voting Agreement]

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		9/30/06		1					10-K,  3,  4,  NT 10-K
		8/31/06		1
Filed on:		6/12/06							PRER14A
		6/9/06		1					8-K
		5/31/06		1
		4/21/06		1
		2/28/06		1					8-K
		1/12/06		1					8-K,  8-K/A,  SC 13G
									List all Filings