Laser Technology Inc – ‘SC 13E3/A’ on 11/13/03 re: Laser Technology Inc

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment to Tender-Offer Statement --                19     74K 
                          Going-Private Transaction                              
 2: EX-99       Miscellaneous Exhibit                                  1      7K 
 3: EX-99       Miscellaneous Exhibit                                  1      7K 
 4: EX-99       Miscellaneous Exhibit                                  2     16K 
 5: EX-99       Miscellaneous Exhibit                                  7     27K 

SC 13E3/A   —   Amendment to Tender-Offer Statement — Going-Private Transaction
Document Table of Contents

SC 13E3/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3
 AMENDMENT NO. 1

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

LASER TECHNOLOGY, INC.
----------------------
(Name of the Issuer)

LASER TECHNOLOGY, INC., LTI ACQUISITION CORP., LTI MERGER SUB, INC.,
DAVID WILLIAMS, DEWORTH WILLIAMS, PAMELA J. SEVY, EDWARD F. COWLE,
 JEREMY G. DUNNE, KAMA-TECH CORPORATION AND KAMA-TECH (HK), LTD.
 ---------------------------------------------------------------
 (Names of Persons Filing statement)

 COMMON STOCK, $0.01 PAR VALUE
 -----------------------------
(Title of Class of Securities)

 518074208
 ---------
 (CUSIP Number of Class of Securities)

For Laser Technology, Inc.:         For LTI           For Kama-Tech Corporation 
                               Acquisition Corp.,      and Kama-Tech (HK), Ltd.:
LTI Merger Sub, Inc., 
Leonard Neilson, Esq.     David Williams, Deworth      Richard Forsyth, Esq.
8160 South Highland     Williams, Pamela J. Sevy,        Sullivan Wertz   
Drive Suite 209         Edward F. Cowle, and         McDade & Wallace 
Sandy, UT 84093           Jeremy G. Dunne:           945 Fourth Avenue
                                                     San Diego, CA 92101
James C. Lewis, Esq.  
10 West 100 South #615  
Salt Lake City, UT 84101  

--------------------------------------------------------------------------------
 (Name, Address, and Telephone Numbers of Person Authorized to Receive
 Notices and Communications on Behalf of the Persons Filing statement)

This statement is filed in connection with (check the appropriate box):         

a.    [X]   The filing of solicitation materials or an information statement    
            subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.                        

b.    [_]   The filing of a registration statement under the Securities Act of  
1933.                                                   

c.    [_]   A tender offer.                                                     

d.    [_]   None of the above.                                                  

Check the following box if the soliciting materials or information statement    
referred to in checking box (a) are preliminary copies: [X]                     

Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]                                                         

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CALCULATION OF FILING FEE*                                                      

TRANSACTION VALUE              AMOUNT OF FILING FEE                             
-----------------              --------------------                             
$8,262,090                     $668.40                                          

*The transaction valuation was based upon the sum of the product of 3,926,195   
shares of common stock, $0.01 par value, of Laser Technology, Inc., to be       
acquired in the transaction, at a price of $2.06 per share in cash, together    
with a sum for outstanding options representing the difference between $2.06 and
the exercise price per share pertaining to a total of 459,600 shares under      
options. The amount of the filing fee, calculated in accordance with Rule       
0-11(b) of the Securities Exchange Act of 1934, equals $80.90 per million       
dollars of transaction value.                                                   

[X] Check the box if any part of the fee is offset as provided by Rule          
0-11(a)(2) of the Securities Exchange Act of 1934 and identify the filing with  
which the offsetting fee was previously paid. Identify the previous filing by   
registration statement number, or the Form or Schedule and the date of its      
filing.                                                                         

Amount Previously Paid: $668.40                                                 
Form or Registration No.: Schedule 14A                                          
Filing Party:  Laser Technology, Inc.                                           
Date Filed: August 26, 2003                                                     

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INTRODUCTION

  This Rule 13e-3 Transaction statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by (i) Laser Technology, Inc., a Delaware corporation    
("Laser Technology"), the issuer of the equity securities that are the subject  
of the Rule 13e-3 transaction, (ii) LTI Acquisition Corp., a Delaware           
corporation ("LTI Acquisition"); (iii) LTI Merger Sub, Inc., a wholly-owned     
subsidiary of LTI Acquisition ("LTI Merger Sub"); and (iv) the beneficial owners
of common stock of LTI Acquisition, who are: David Williams, H. Deworth         
Williams, Pamela J. Sevy, Edward F. Cowle, Jeremy G. Dunne, Kama-Tech           
Corporation and Kama-Tech (HK), Ltd., (together the "Acquisition Group"),       
together being the record owners of 28.4% of Laser Technology's common stock, in
connection with the proposed merger of LTI Merger Sub with and into Laser       
Technology (the "Merger"), with Laser Technology as the surviving corporation.  
As a result of the proposed Merger, (i) Laser Technology will cease to be a     
publicly held company and will become a private corporation, all the stock of   
which will be beneficially owned by LTI Acquisition, and (ii) each issued and   
outstanding share of Laser Technology common stock will be converted into the   
right to receive $2.06 in cash, except shares held in treasury and shares       
beneficially owned by LTI Acquisition and Acquisition Group, or by any holder   
who properly demands appraisal rights under Delaware law will be cancelled.     

   This is an amendment to a Schedule 13E-3 previously filed by the filing
persons named above. Laser Technology has also previously filed a preliminary   
proxy statement, pursuant to Section 14(a) of the Securities Act of 1934, as    
amended (the "Exchange Act"), pertaining to the proposed Merger. Concurrently   
with the filing of this amended Schedule l3E-3, Laser Technology is filing an   
amendment to the preliminary proxy statement, pursuant to which the Laser       
Technology board of directors is soliciting proxies from stockholders of Laser  
Technology in connection with the Merger. The information in the preliminary    
proxy statement, including all appendices and exhibits thereto, is expressly    
incorporated by reference into this Schedule 13E-3 in its entirety and responses
to each item in this Schedule 13E-3 are qualified in their entirety by the      
information contained in the proxy statement and the appendices and exhibits to 
the proxy statement. Capitalized terms used but not defined in this Schedule    
13E-3 have the meanings given to them in the proxy statement.                   

Item 1. Summary Term Sheet.                                                     

The information contained in the proxy statement under the heading  
"Summary Term Sheet" is incorporated into this Schedule 13E-3 by reference.     

Item 2. Subject Company Information.                                            

(a) Name and Address.                                               

The information contained in the proxy statement under the caption  
"Summary Term Sheet--Parties to the Merger Agreement" and "The Companies" is    
incorporated into this Schedule 13E-3 by reference.                             

(b) Securities.                                                     

The information contained in the proxy statement under the caption  
"Summary Term Sheet--Record Date and Quorum" and "The Special Meeting - Record  
Date; Stock Entitled to Vote; Quorum" is incorporated into this Schedule 13E-3  
by reference.                                                                   

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(c) Trading Market and Price.                                       

      The information contained in the proxy statement under the caption "Market
Price and Dividend Information" is incorporated into this Schedule 13E-3 by     
reference.                                                                      

(d) Dividends.                                                      

      The information contained in the proxy statement under the caption "Market
Price and Dividend Information" is incorporated into this Schedule 13E-3 by     
reference.                                                                      

(e) Prior Public Offerings.                                         

Not applicable.                                                     

(f) Prior Stock Purchases.                                          

Not applicable.                                                     

Item 3. Identity and Background of the Filing Person.                           

   (a)-(c) Name and Address; Business and Background of Entities; Business
and Background of Natural Persons.                                              

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Parties to the Merger Agreement" and "The Companies" is    
incorporated into this Schedule 13E-3 by reference.                             

Item 4. Terms of the Transaction.                                               

(a)(1) Tender Offers.                                               

Not applicable.                                                     

(a)(2)(i) Transaction Description.                                  

The information contained in the proxy statement under the captions 
"Summary Term Sheet," "Special Factors" and "The Merger Agreement" is           
incorporated into this Schedule 13E-3 by reference.                             

(a)(2)(ii) Consideration.                                           

The information contained in the proxy statement under the captions 
"Summary Term Sheet," "Special Factors" and "The Merger Agreement," is          
incorporated into this Schedule 13E-3 by reference.                             

(a)(2)(iii) Reasons for the Transaction.                            

The information contained in the proxy statement under the captions 
"Special Factors--Background of the Merger; Recommendation of the Special       
Committee; Recommendation of Our Board of Directors; Opinion of Andersen,       
Weinroth & Partners, LLC; LTI Acquisition's and Affiliates' Position as to the  
Fairness of the Merger; The Special Committee's and Board of Director's         
Purposes, Alternatives and Reasons for the Merger; LTI Acquisition's and        
Affiliates' Purposes, Alternatives and Reasons for the Merger; and Effects of   
the Merger," is incorporated into this Schedule 13E-3 by reference.             

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(a)(2)(iv) Vote Required For Approval.                              

  The information contained in the proxy statement on the cover page and
under the captions "Summary Term Sheet--Conditions to the Merger," "The Special 
Meeting--Vote Required," and "The Merger Agreement--Conditions to the Merger" is
incorporated into this Schedule 13E-3 by reference.                             

(a)(2)(v) Differences in the Rights of Security Holders.            

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Merger Consideration and Payment for Shares; Interests of  
Certain Persons in the Merger," "Special Factors--Interests of Certain Persons  
in the Merger; Merger Consideration; and Effect on Stock Options and Warrants"  
is incorporated into this Schedule 13E-3 by reference.                          

(a)(2)(vi) Accounting Treatment.                                    

The information contained in the proxy statement under the caption  
"Special Factors--Accounting Treatment" is incorporated into this Schedule 13E-3
by reference.                                                                   

(a)(2)(vii) Income Tax Consequences.                                

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Material U.S. Federal Income Tax Consequences" and "Special
Factors--Material U.S. Federal Income Tax Consequences" is incorporated into    
this Schedule 13E-3 by reference.                                               

(b) Purchases.                                                      

The information contained in the proxy statement under the caption  
"Special Factors--Interests of Certain Persons in the Merger" is incorporated   
into this Schedule 13E-3 by reference.                                          

(c) Different Terms.                                                

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Merger Consideration and Payment for Shares" and "Special  
Factors--Payment of Shares" is incorporated into this Schedule 13E-3 by         
reference.                                                                      

(d) Appraisal Rights.                                               

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Appraisal Rights" and "Special Factors--Appraisal Rights"  
is incorporated into this Schedule 13E-3 by reference.                          

(e) Provisions for Unaffiliated Security Holders.                   

None.                                                               

(f) Eligibility for Listing or Trading.                             

Not applicable.                                                     

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Item 5. Past Contacts, Transactions, Negotiations and Agreements.               

(a) Transactions with Laser Technology.                             

None.                                                               

(b)-(c) Significant Corporate Events; Negotiations or Contracts.    

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Interests of Certain Persons in the Merger," "Special      
Factors--Background of the Merger; Interests of Certain Persons in the Merger"  
is incorporated into this Schedule 13E-3 by reference.                          

(d) Conflicts of Interest.                                          

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Interests of Certain Persons in the Merger," "Special      
Factors--Background of the Merger; Interests of Certain Persons in the Merger," 
and "The Merger Agreement--Terms of the Merger" is incorporated into this       
Schedule 13E-3 by reference.                                                    

(e) Agreements Involving the Subject Company's Securities.          

  The information contained in the proxy statement on the cover page and
under the captions "Summary Term Sheet--Interests of Certain Persons in the     
Merger; The Merger," "Special Factors--Background of the Merger; Fairness of the
Merger; Recommendation of the Special Committee of Our Board of Directors;      
Interests of Certain Persons in the Merger," "The Special Meeting--Purpose of   
the Special Meeting," and "The Merger Agreement--Appraisal Rights," is          
incorporated into this Schedule 13E-3 by reference.                             

Item 6. Purposes of the Transaction and Plans or Proposals.                     

(a) Purposes.                                                       

    The information contained in "Special Factors--Background of the Merger;
Fairness of the Merger; Recommendation of the Special Committee of Our Board of 
Directors; The Special Committee's and Board of Director's Purposes,            
Alternatives and Reasons for the Merger; LTI Acquisition's and Affiliates'      
Purposes, Alternatives and Reasons for the Merger; and Effects of the Merger,"  
is incorporated into this Schedule 13E-3 by reference.                          

(b) Use of Securities Acquired.                                     

The information contained in the proxy statement under the captions 
"Summary Term Sheet," "Special Factors--Fairness of the Merger; Recommendation  
of the Special Committee of Our Board of Directors; and Effects of the Merger," 
is incorporated into this Schedule 13E-3 by reference.                          

(c) Plans.                                                          

The information contained in the proxy statement under the captions 
"Summary Term Sheet--The Merger; Interests of Certain Persons in the Merger,"   
"Special Factors--Background of the Merger; Interests of Certain Persons in the 
Merger; and Effects of the Merger," is incorporated into this Schedule 13E-3 by 
reference.                                                                      

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Item 7. Purposes, Alternatives, Reasons and Effects.                            

(a) Purposes.                                                       

The information contained in the proxy statement under the captions 
"Summary Term Sheet" and "Special Factors--Background of the Merger; Fairness of
the Merger; Recommendation of the Special Committee of Our Board of Directors;  
The Special Committee's and Board of Director's Purposes, Alternatives and      
Reasons for the Merger; LTI Acquisition's and Affiliates' Purposes, Alternatives
and Reasons for the Merger; and Effects of the Merger," is incorporated into    
this Schedule 13E-3 by reference.                                               

(b) Alternatives.                                                   

The information contained in the proxy statement under the captions 
"Special Factors--Fairness of the Merger; Recommendation of the Special         
Committee of Our Board of Directors; Opinion of Andersen, Weinroth & Partners,  
LLC; The Special Committee's and Board of Director's Purposes, Alternatives and 
Reasons for the Merger; Effects of the Merger," is incorporated into this       
Schedule 13E-3 by reference.                                                    

(c) Reasons.                                                        

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Opinion of Our Financial Advisor; Recommendation of the    
Special Committee; LTI Acquisition's and Affiliates' Position as to the Fairness
of the Merger; Opinion of Our Financial Advisor," and "Special                  
Factors--Background of the Merger; Fairness of the Merger; Recommendation of the
Special Committee of Our Board of Directors; Recommendation of Our Board of     
Directors; The Special Committee's and Board of Director's Purposes,            
Alternatives and Reasons for the Merger; LTI Acquisition's and Affiliates'      
Purposes, Alternatives and Reasons for the Merger; and Effects of the Merger,"  
is incorporated into this Schedule 13E-3 by reference.                          

(d) Effects.                                                        

The information contained in the proxy statement under the captions 
"Summary Term Sheet" and "Special Factors--Effects of the Merger; Material U.S. 
Federal Income Tax Consequences" is incorporated into this Schedule 13E-3 by    
reference.                                                                      

Item 8. Fairness of the Going-Private Transaction.                              

(a)-(b) Fairness; Factors Considered in Determining Fairness.       

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Recommendation of the Special Committee; Opinion of Our    
Financial Advisor; LTI Acquisition's and Affiliates' Position Concerning        
Fairness," "Special Factors--Fairness of the Merger; Recommendation of the      
Special Committee of Our Board of Directors; Recommendation of Our Board of     
Directors; LTI Acquisition's and Affiliates' Position as to the Fairness of the 
Merger; and Opinion of Andersen, Weinroth & Partners, LLC," is incorporated into
this Schedule 13E-3 by reference.                                               

(c) Approval of Security Holders.                                   

  The information contained in the proxy statement on the cover page and
under the captions "Summary Term Sheet--Purpose of the Special Meeting; Vote    
Required; The Merger," "The Special Meeting--Voting by Our Directors, Executive 
Officers and Certain Shareholders; Voting of Common                             

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Stock," and "The Merger Agreement--Terms of the Merger" is incorporated into    
this Schedule 13E-3 by reference.                                               

(d) Unaffiliated Representative.                                    

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Special Committee; Fairness of the Merger; Recommendation  
of the Special Committee; LTI Acquisition's and Affiliates' Position Concerning 
Fairness," "Special Factors--Background of the Merger; Fairness of the Merger;  
Recommendation of the Special Committee of Our Board of Directors; Opinion of   
Andersen, Weinroth & Partners, LLC; LTI Acquisition's and Affiliates' Position  
as to the Fairness of the Merger," and "The Merger Agreement--Terms of the      
Merger" is incorporated into this Schedule 13E-3 by reference.                  

(e) Approval Of Directors.                                          

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Special Committee; Recommendation of the Special Committee;
LTI Acquisition's and Affiliates' Position Concerning Fairness," "Special       
Factors--Background of the Merger; Fairness of the Merger; Recommendation of the
Special Committee of Our Board of Directors; Recommendation of Our Board of     
Directors; Opinion of Andersen, Weinroth & Partners, LLC," and "The Merger      
Agreement--Terms of the Merger" is incorporated into this Schedule 13E-3 by     
reference.                                                                      

(f) Other Offers.                                                   

The information contained in the proxy statement under the caption  
"Special Factors--Background of the Merger" is incorporated into this Schedule  
13E-3 by reference.                                                             

Item 9. Reports, Opinions, Appraisals and Negotiations.                         

     (a)-(c) Report, Opinion Or Appraisal; Preparer And Summary Of the Report,
Opinion or Appraisal; Availability of Documents.                                

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Opinion of Our Financial Advisor" and "Special             
Factors--Background of the Merger; Opinion of Andersen, Weinroth & Partners,    
LLC," is incorporated into this Schedule 13E-3 by reference.                    

  The full text of the written opinion of Andersen, Weinroth & Partners,
LLC, dated July 31, 2003, is attached to the proxy statement as Appendix B      
thereto and is incorporated into this Schedule 13E-3 by reference.              

Item 10. Source and Amounts of Funds or Other Consideration.                    

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Costs and Expenses of the Merger; Financing of the Merger,"
"Special Factors--Fees and Expenses of the Merger; Financing of the Merger," and
"The Merger Agreement--Terms of the Merger," is incorporated into this Schedule 
13E-3 by reference.                                                             

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Item 11. Interest in Securities of the Subject Company.                         

(a) Securities Ownership.                                           

    The information contained in the proxy statement under the captions "The
Companies--LTI Acquisition" and "Security Ownership of Certain Beneficial Owners
and Management" is incorporated into this Schedule 13E-3 by reference.          

(b) Securities Transactions.                                        

 On August 7, 2003, Edward F. Cowle gifted a total of 94,405 shares of
Laser Technology's common stock, to his brother Tod Cowle. As a result of this  
transaction, Mr. Cowle now beneficially holds 102,220 shares of Laser           
Technology.                                                                     

Except as indicated in the preceding paragraph, there have been no  
transactions in the securities of Laser Technology during the past sixty (60)   
days.                                                                           

Item 12. The Solicitation or Recommendation.                                    

The information contained in the proxy statement under the captions 
"Summary Term Sheet--Special Committee; Recommendation of the Special Committee;
Vote Required; Opinion of Our Financial Advisor; LTI Acquisition's and          
Affiliates' Position Concerning Fairness," "Special Factors--Background of the  
Merger; Fairness of the Merger; Recommendation of the Special Committee of Our  
Board of Directors; Recommendation of Our Board of Directors; Opinion of        
Andersen, Weinroth & Partners, LLC; LTI Acquisition's and Affiliates' Position  
as to the Fairness of the Merger," and the information contained on the cover   
page of the proxy statement, are each incorporated into this Schedule 13E-3 by  
reference.                                                                      

Item 13. Financial Statements.                                                  

(a) Financial Information.                                          

The information contained in the proxy statement under the caption  
"Selected Financial Information" is incorporated into this Schedule 13E-3 by    
reference. The information contained in Item 8 of Laser Technology's Annual     
Report on Form 10-KSB for the fiscal year ended September 30, 2002, is          
incorporated into this Schedule 13E-3 by reference. The information contained in
Item 1 of Laser Technology's Quarterly Report on Form 10-QSB for the quarter    
ended June 30, 2003 is incorporated into this Schedule 13E-3 by reference.      

(b) Pro Forma Information.                                          

   The information contained in the proxy statement under the caption "Pro
Forma and LTI Acquisition Financial Information" is incorporated into this      
Schedule 13E-3 by reference.                                                    

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.               

     (a)-(b) Solicitations or Recommendations; Employees and Corporate Assets.

   The information contained in the proxy statement under the caption "The
Special Meeting--Solicitation of Proxies" is incorporated into this Schedule    
13E-3 by reference.                                                             

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Item 15. Additional Information.                                                

Other Material Information                                          

      The information contained in the proxy statement, including all appendices
and exhibits thereto, is incorporated into this Schedule 13E-3 by reference.    

Item 16. Exhibits.                                                              

  (a) Preliminary proxy statement filed with the Securities and Exchange
Commission on August 26, 2003, and Amendment No. 1 to the proxy statement filed 
concurrently with this amended Schedule 13E-3 (incorporated into this Schedule  
13E-3 by reference to the preliminary proxy statement).                         

(b) Funding Agreement dated July 31, 2003, as amended, between Laser
Technology, LTI Acquisition and Kama-Tech (HK) Ltd., pertaining to a bank       
account at Wells Fargo Bank West N.A., Greenwood Village, Colorado, Account No. 
2153813775, together with a Letter of Credit Commitment from Sumitomo, as       
amended.                                                                        

   (c) Opinion of Andersen, Weinroth & Partners, LLC, financial advisor to
the special committee of the board of directors of Laser Technology, dated July 
31, 2003 (included as Appendix B to the preliminary proxy statement incorporated
into this Schedule 13E-3 by reference to the preliminary proxy statement).      

     (d) Agreement and Plan of Merger, dated as of July 31, 2003, by and among
Laser Technology and LTI Acquisition (included as Appendix A to the preliminary 
proxy statement incorporated into this Schedule 13E-3 by reference to the       
preliminary proxy statement).                                                   

(e) None.                                                           

   (f) Section 262 of the General Corporation Law of the State of Delaware
(included as Appendix C to the preliminary proxy statement incorporated into    
this Schedule 13E-3 by reference to the preliminary proxy statement).           

(g) None.                                                           

(h) None.                                                           

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information contained in this statement is true,   
complete and correct, on October ___, 2003.                                     

                      LASER TECHNOLOGY, INC.

                   By: /s/ Eric Miller
                                            ------------------------------------
                 Name: Eric Miller
          Title: CEO

                     LTI ACQUISITION CORP.

                      By: /s/ David Williams
                                            ------------------------------------
                    Name: David Williams
                Title: President

                    LTI MERGER SUB, INC.

                      By: /s/ David Williams
                                            ------------------------------------
                    Name: David Williams
                Title: President

                  /s/ David Williams
                                        ----------------------------------------
              David Williams

                       /s/ H. Deworth Williams
                                        ----------------------------------------
                   H. Deworth Williams

                  /s/ Pamela J. Sevy
                                        ----------------------------------------
              Pamela J. Sevy

                   /s/ Jeremy G. Dunne
                                        ----------------------------------------
               Jeremy G. Dunne

                   /s/ Edward F. Cowle
                                        ----------------------------------------
               Edward F. Cowle

                     KAMA-TECH CORPORATION

                        By: /s/ Toshiya Kamakura
                                            ------------------------------------
                      Name: Toshiya Kamakura
                Title: President

                   KAMA-TECH (HK) LTD.

                       By: /s/ Ichiro Kamakura
                                            ------------------------------------
                     Name: Ichiro Kamakura
                Title: President

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 AGREEMENT

    THIS AGREEMENT (the "Agreement") is made and entered into as of July 31,
2003, by and between Laser Technology, Inc., a Delaware corporation ("LTI"), LTI
Acquisition Corp., a Delaware corporation ("LAC"), and KAMA-TECH (HK) LTD., a   
corporation organized under the laws of Hong Kong, and shareholder of LAC       
("KAMA-TECH"). Capitalized terms not otherwise defined herein shall have the    
respective meanings set forth in the Merger Agreement (as defined below).       

RECITALS

      A. Simultaneously herewith, LTI and LAC have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant  
to which LTI has agreed to engage in a business combination with LAC on the     
terms set forth therein (the "Merger").                                         

      B. Under the terms of Section 3.8 of the Merger Agreement ("Section 3.8"),
LAC is required, at the time of execution of the Merger Agreement, to make      
financial arrangements in an amount equal to the Merger Consideration plus the  
Option Termination Payments (together referred to hereinafter as the "Purchase  
Consideration"), through one or a combination of the following: (i) the securing
of a letter of credit funding for the Purchase Consideration; (ii) the deposit  
of the Purchase Consideration into an escrow account (the "Escrow Account"); or 
(iii) the establishment of such other financial arrangement as may be acceptable
to the Special Committee or to LTI.                                             

    C. The shareholders of LAC have (i) deposited the sum of US$3,437,234 in
cash (the "Cash Deposit") into a bank account at Wells Fargo Bank West N.A. (the
"Bank"), Greenwood Village, Colorado, Account No. 2153813775 (the "Account"),   
and (ii) secured a letter of credit funding from Sumitomo Mitsui Banking        
Corporation ("SUMITOMO") in the amount of US$4,630,000 (the "Letter of Credit").
A copy of a statement from Wells Fargo Bank, confirming the Cash Deposit in the 
Account, and a copy of the Letter of Credit are attached hereto as Exhibits "A" 
and "B," respectively. The total of the Cash Deposit and the Letter of Credit is
equal to the Purchase Consideration.                                            

D. The Parties are entering into this Agreement to satisfy the      
requirements of the Special Committee and the board of directors of LTI in      
accordance with Section 3.8 referenced above.                                   

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained in this Agreement, and intending to be       
legally bound hereby, the parties hereto agree as follows:                      

   1. Agreement Concerning Financial Arrangements. In order to satisfy the
requirements of Section 3.8, LAC has established the Account and, with the      
assistance of KAMA-TECH, the Letter of Credit, and will maintain the Account    
and, along with KAMA-TECH, the Letter of Credit, without any changes or         
modifications, until the Effective Time or the termination of the Merger        
Agreement in accordance with Section 7 therein (the earlier of which to occur   
shall be the "Conclusion Date"). LAC and KAMA-TECH agree that the Cash Deposit  
and Letter of Credit have been arranged exclusively for the purpose of          
completing the purchase of shares of LTI and payment of the Option Termination  
Payments under the terms of                                                     

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the Merger Agreement, and that such Cash Deposit and Letter of Credit will not  
be used for any purpose other than the payment of the Purchase Consideration at 
Closing. Further, in order to ensure that the Letter of Credit shall remain in  
effect until, and be available at, the Conclusion Date, KAMA-TECH agrees to     
extend the operation of such Letter of Credit from time to time, as necessary,  
through the Conclusion Date (provided, however, that in no case shall KAMA-TECH 
be required to extend such Letter of Credit past December 31, 2003).            

2. NOTIFICATION AND INSTRUCTIONS TO BANK. Upon execution of this    
Agreement, LAC shall promptly provide the Bank with a copy of this Agreement,   
together with a cover letter instructing the Bank (receipt of such letter to be 
acknowledged by the Bank and a copy thereof delivered as soon as practicable to 
LTI) that (i) the release of funds from the Account shall be governed by this   
Agreement, (ii) the Cash Deposit in the Account is solely for the purpose of    
effectuating a Closing under the Merger Agreement, and (iii) none of the funds  
in the Account are to be released to LAC or any officer, director, agent or     
employee of LAC, or any signatory on the Account, for any reason except (a) upon
the Closing of the Merger Agreement, or (b) upon the termination of the Merger  
Agreement, pursuant to written instructions from LAC attaching a copy of a      
notice of release sent to LTI by overnight courier at least three (3) days prior
to the date of the instructions. Until such Conclusion Date, LAC shall cause the
Bank to provide to LTI such verification of the Cash Deposit, and receipt and   
acknowledgment of the instructions described above, as LTI may reasonably       
request.                                                                        

3. NOTIFICATION AND INSTRUCTIONS TO SUMITOMO. Upon execution of this
Agreement, LAC and/or KAMA-TECH shall promptly provide SUMITOMO with a copy of  
this Agreement, together with a cover letter instructing SUMITOMO (receipt of   
such letter to be acknowledged by SUMITOMO and a copy thereof delivered as soon 
as practicable to LTI) that (i) the release of funds under the Letter of Credit 
shall be governed by this Agreement, (ii) the Letter of Credit is solely for the
purpose of effectuating a Closing under the Merger Agreement and (iii) neither  
all nor a portion of the Letter of Credit are to be released to KAMA-TECH, LAC  
or any officer, director, agent or employee of KAMA-TECH, LAC, or any signatory 
on the Letter of Credit, for any reason except (a) upon the Closing of the      
Merger Agreement, or (b) upon the termination of the Merger Agreement, pursuant 
to written instructions from LAC and/or KAMA-TECH attaching a copy of a notice  
of release sent to LTI by overnight courier at least three (3) days prior to the
date of the instructions. Until such Conclusion Date, LAC and KAMA-TECH shall   
cause SUMITOMO to provide to LTI such verification of the Letter of Credit, and 
receipt and acknowledgment of the instructions described above, as LTI may      
reasonably request.                                                             

4. MISCELLANEOUS.                                                   

 (a) BENEFIT AND ASSIGNMENT. This Agreement shall be binding upon each
party hereto and such party's successors and assigns.                           

  (b) HEADINGS. The section headings herein are for convenience only and
shall not affect the construction hereof.                                       

   (c) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado. Any suit, action or          
proceeding seeking to enforce any provision of, or based on any matter arising  
out of or in connection with, this Agreement or the transactions contemplated   
hereby or thereby may be brought in any federal or state court located in the   
State of Colorado, and each of the parties hereby consents to the jurisdiction  
of such courts (and of the appropriate appellate courts therefrom) in any such  
suit,                                                                           

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action or proceeding and irrevocably waives, to the fullest extent permitted by 
law, any objection which it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit, 
action or proceeding which is brought in any such court has been brought in an  
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction  
of any such court.                                                              

     (d) SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held to be invalid, void or unenforceable, the remainder of the    
terms, provisions, covenants and restrictions of this Agreement shall remain in 
full force and effect and shall in no way be affected, impaired or invalidated. 

 (e) AMENDMENTS; ENTIRE AGREEMENT. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a   
written agreement executed by the parties hereto. This Agreement contains the   
entire agreement between the parties hereto with respect to the subject matter  
hereof and supersedes all prior and contemporaneous agreements and              
understandings, oral or written, with respect to such transactions.             

(f) COUNTERPARTS. This Agreement may be executed in two or more     
counterparts, each of which shall be an original, but all of which together     
shall constitute one and the same Agreement.                                    

 (g) NOTICES. All notices, requests and other communications to either
party hereunder shall be in writing (including facsimile or similar writing) and
shall be given,                                                                 

(i)   if to LTI:                                        

Laser Technology, Inc.                      
7070 South Tuscon Way, Garden Level B       
Englewood, CO 80112                         
Attention: Eric A. Miller                   
Telephone: (303) 649-1000                   
Facsimile: (303) 649-9710                   

       with a copy (which shall not constitute notice) to:

Leonard Neilson, Esq.                       
8160 South Highland Drive, Suite 209        
Sandy, UT 84093                             
Telephone: (801) 733-0800                   
Facsimile:(801) 733-0808                    

(ii)  if to LAC:                                        

Laser Acquisition Corp.                     
4875 DTC Boulevard #5-203                   
Denver, CO 80237                            
Attention: David Williams                   
Telephone: (303) 551-0670                   
Facsimile: (303) 551-0671                   

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       with a copy (which shall not constitute notice) to:

James C. Lewis, Esq.                        
10 West 100 South #615                      
Salt Lake City, UT 84101                    
Telephone: (801) 994-3846                   
Facsimile: (801) 355-0289                   

(iii) if to KAMA-TECH:                                  

Kama-Tech Corporation                       
739 Design Court, # 503                     
Chula Vista, CA 91911                       
Telephone: (619) 421-7858                   
Facsimile: (619) 421-8015                   

       with a copy (which shall not constitute notice) to:

Richard Forsyth                             
Sullivan, Wertz, McDade & Wallace           
945 4th Ave.                                
San Diego, CA 92101                         
Telephone: (619) 233-1888                   
Facsimile: (619) 696-9476                   

or to such other address or facsimile number as either party may hereafter      
specify for the purpose by notice to the other party hereto. Each such notice,  
request or other communication shall be effective (i) if given by facsimile,    
when such facsimile is transmitted to the facsimile number specified in this    
Section 3(g) and the appropriate facsimile confirmation is received or (ii) if  
given by any other means, when delivered at the address specified in this       
Section 3(g).                                                                   

  (h) EXPENSES. Each party hereto shall pay its own expenses incurred in
connection with this Agreement, except as otherwise specifically provided       
herein.                                                                         

 (i) SURVIVAL. All representations, warranties and covenants contained
herein shall survive the execution and delivery of this Agreement and the       
consummation of the transactions contemplated hereby.                           

      (j) TERMINATION. This Agreement shall terminate upon the earliest to occur
of (a) the termination of the Merger Agreement in accordance with its terms or  
(b) Closing of the Merger.                                                      

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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the date first above written.                      

                      LASER TECHNOLOGY, INC.

                           By:      /s/ Eric A. Miller
                                           -------------------------------------
                          Name: Eric A. Miller
                              Title: President and CEO

                     LTI ACQUISITION CORP.

                           By:      /s/ David Williams
                                           -------------------------------------
                          Name: David Williams
                      Title: President

                   KAMA-TECH (HK) LTD.

                            By:      /s/ Ichiro Kamakura
                                           -------------------------------------
                           Name: Ichiro Kamakura
                      Title: President

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FIRST AMENDMENT TO
 FUNDING AGREEMENT

      THIS AMENDMENT (the "Amendment") is made and entered into as of August __,
2003, by and between Laser Technology, Inc., a Delaware corporation ("LTI"), LTI
Acquisition Corp., a Delaware corporation ("LAC"), and KAMA-TECH (HK) LTD., a   
corporation organized under the laws of Hong Kong and shareholder of LAC        
("KAMA-TECH").                                                                  

RECITALS

    A. On or about July 31, 2003, the parties entered into an agreement (the
"Funding Agreement"), in connection with that certain Agreement and Plan of     
Merger between LTI, LAC, and LTI Merger Sub, Inc., a Delaware corporation, and  
certain shareholders of LTI, entered into as of the same date (the "Merger      
Agreement"), pursuant to which, among other things, LTI and Kama-Tech made      
certain representations and warranties pursuant to Section 3.8 of the Merger    
Agreement.                                                                      

      B. Subsequent to the execution of the Funding Agreement, Edward Cowle, one
of the principals of LTI, gifted a total of 94,405 shares of common stock held  
by him, to his brother, Tod Cowle (the "Gifted Shares"). As a result of this    
transaction, the amount of the Purchase Consideration set forth in the Funding  
Agreement, and in Section 3.8 of the Merger Agreement, has increased by the sum 
of $194,474.30, representing the number of Gifted Shares, multiplied by the     
purchase price per share of $2.06 in the Merger Agreement. This sum has been    
transferred to the Account at the Bank (as defined in the Funding Agreement),   
and the Funding Agreement needs to be amended to reflect this change.           

   C. Under paragraph 2 of the Funding Agreement, LAC is required to cause
the Bank to provide, until the Conclusion Date (as defined therein), such       
verification of the Cash Deposit (as defined therein), as LTI may reasonably    
request, and receipt and acknowledgement of the instructions described in       
paragraph 2 of the Funding Agreement. LTI has requested that LAC cause the Bank 
to provide such acknowledgement of the instructions. LAC has notified the Bank  
of the existence of the Funding Agreement and its terms, and provided the Bank  
with a copy of the Merger Agreement and Funding Agreement. However, it has not  
been able to obtain the acknowledgement from the Bank. In lieu of such          
acknowledgement, the parties have agreed that: (a) LAC will make Elizabeth      
Hearty, in her capacity as Secretary and Chief Financial Officer of LTI, a      
signatory on the Account; (b) the Account will be amended with the Bank so that 
Ms. Hearty will be a required signatory on any disbursements from the Account;  
and (c) Ms. Hearty will be required to agree to these terms, as set forth below,
and agree that she will not make any disbursements except for the purpose of    
completing the purchase of shares of LTI under the Merger Agreement or with     
respect to the termination of the Merger Agreement, as the case may be.         

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained in this Amendment, and other good and        
valuable consideration, and intending to be legally bound hereby, the parties   
hereto agree as follows:                                                        

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    1. Paragraph C of the Premises of the Funding Agreement shall be amended
to add the following paragraph:                                                 

         As of August 13, 2003, the shareholders of LAC have (i) deposited
the sum of US$3,631,708.30, in cash (the "Cash Deposit") into a bank
  account at Wells Fargo Bank West N.A. (the "Bank"), Greenwood Village,
Colorado, Account No. 2153813775 (the "Account"), and (ii) secured a
letter of credit funding from Sumitomo Mitsui Banking Corporation   
  ("SUMITOMO") in the amount of US$4,630,000 (the "Letter of Credit"). A
     copy of a statement from Wells Fargo Bank, confirming the Cash Deposit in
  the Account, and a copy of the Letter of Credit are attached hereto as
     Exhibits "A" and "B," respectively. The total of the Cash Deposit and the
Letter of Credit is equal to the Purchase Consideration.            

 2. As of the date of this Amendment, Elizabeth Hearty has been made a
signatory on the Account. Attached hereto as Exhibit "C," is a letter from the  
Bank, verifying that: (a) Ms. Hearty is a signatory on the Account; (b) the     
signature of Ms. Hearty is required for any disbursements on the Account, and   
(c) the signatories on the Account may not be changed without the express       
written consent of Ms. Hearty. By executing this Amendment, below, Ms. Hearty   
agrees to the terms of this Amendment, and further agrees that she will not     
authorize any disbursements, withdrawals or payments from the Account, or any   
change in the signatories on the Account, for any purpose except the purchase of
shares of LTI pursuant to the terms of the Merger Agreement, or the termination 
of the Merger Agreement, and pursuant to joint written instructions from LAC and
LTI. In the event that Ms. Hearty is unable, for any reason, to perform her     
responsibilities as outlined in this Amendment, LAC, in consultation with LTI,  
shall confirm such in writing with the Bank (with a written copy of such        
confirmation provided to LTI in advance of its delivery to the Bank), and LAC   
shall promptly appoint such other individual, as designated by LTI, in its sole 
discretion, to act as a required signatory on the Account. In no event shall LAC
appoint a replacement signatory for Ms. Hearty unless such replacement signatory
shall have been approved by LTI. Upon execution of this Amendment by LAC, LTI   
and Kama-Tech, and by Ms. Hearty as provided below, this paragraph shall be in  
lieu of the requirement in the last sentence of paragraph 2 of the Funding      
Agreement, that the Bank provide acknowledgement of the instructions.           

      3. Except as the Funding Agreement may be amended and modified as a result
of paragraphs 1 and 2 above, the Funding Agreement shall remain unchanged and in
full force.                                                                     

    IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be signed as of the date first above written.                                

                      LASER TECHNOLOGY, INC.

                      By: /s/ Eric A. Miller
                                            ------------------------------------
                    Name: Eric A. Miller
                        Title: President and CEO

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                     LTI ACQUISITION CORP.

                      By: /s/ David Williams
                                            ------------------------------------
                    Name: David Williams
      Title:

                   KAMA-TECH (HK) LTD.

                       By: /s/ Ichiro Kamakura
                                            ------------------------------------
                     Name: Ichiro Kamakura
                Title: President

ACKNOWLEDGEMENT AND AGREEMENT TO TERMS

The undersigned, acting in her capacity as Secretary and CFO of LTI,
hereby acknowledges the terms of the above Amendment, and agrees that she will  
(a) act as a signatory on the Account, as outlined in the Amendment; (b) not    
effect any disbursements, withdrawals, or payments on the Account except        
pursuant to the written instructions as outlined above; (c) not agree to change 
or otherwise amend the signatories (including herself) to the Account except    
pursuant to the written instructions outlined above; and (d) as an officer and  
fiduciary of LTI, comply in all respects with the terms of the Amendment.       

DATED the ___ day of August, 2003.                                  

                    /s/ Elizabeth Hearty
                                        ----------------------------------------
                Elizabeth Hearty

3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
		12/31/03		13					8-K
Filed on:		11/13/03							PRE 14A
		8/26/03		2		10			PREM14A,  SC 13E3
		8/13/03		18
		8/7/03		9
		7/31/03		8		17			8-K
		6/30/03		9					10QSB
		9/30/02		9					10KSB
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