Exhibit 10.2


    
      

    

    Exhibit
      10.2

     

    AMENDMENT
      TO STOCK REDEMPTION AGREEMENT

     

    This
      Amendment to Stock Redemption Agreement (this “Amendment”) is made and entered
      into as of February 28, 2006 between Tidel Technologies, Inc., a Delaware
      corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands
      company (the “Seller”).

     

    Reference
      is made to the Stock Redemption Agreement dated as of January 12, 2006 (the
      “Agreement”) between the parties hereto. Capitalized terms used but not defined
      herein shall have the meaning ascribed to such terms in the
      Agreement.

     

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

     

    Each
      of
      Section 4, Section 9(a) and Section 9(b) of the Agreement is amended by deleting
      the date “March 31, 2006” in the ultimate sentence thereof and substituting in
      lieu thereof the date “May 31, 2006” in each such section.

     

    Except
      as
      specifically amended hereby, the Agreement shall remain in full force and effect
      and hereby is ratified and confirmed as so amended. This 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 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 Amendment.

     

    This
      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
      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 Amendment.

     

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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      day
      and year hereinabove first set forth.

     

    
      	 	
              TIDEL
                TECHNOLOGIES, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Mark K. Levenick

            
	 	 	
              Name:
                Mark K. Levenick

            
	 	 	
              Title:
                Interim Chief Executive Officer

            
	 	 	 
	 	
              LAURUS
                MASTER FUND, LTD.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                David Grin

            
	 	 	
              Name:
                David Grin

            
	 	 	
              Title:
                Director