Exhibit 10.2


To:  DUINMAAIJER B.V.

Attn: Maarten Molenaar

Twickellaan 8

1333 SH Almere

The Netherlands


From:  SNAP-ON EUROPE HOLDING B.V.

Schepenbergweg 34

1105 AT Amsterdam

The Netherlands


Amsterdam, 28 June 2007


Subject:
Variation to the Sale and Purchase Agreement between Snap-on Europe Holding
B.V., Snap-on UK Holdings Ltd. and Duinmaaijer B.V. of 18 May 2007 (“SPA”).


Dear Maarten,


In view to fulfil the
condition precedent to Completion of Clause 3.7 of the SPA, some amendments to
the SPA are suggested in respect of Clause 1.1, Clause 3.8, Clause 4, Clause 8,
the indemnifications with regard to pension and tax, Clause 11 and Clause 14
and the interest on the intercompany loan, in order that Completion will be
effected on 29 June 2007 or as soon as possible after that date.


Clauses 3.8, 4.1 and 4.8
and the definition of “Completion” in Clause 1.1 of the SPA, are to be read as
follows:-


3.8                                 In
the event that the conditions set out in Clause 3.7 are not fulfilled on
Completion Date, the Sellers shall have the option to waive these conditions or
to terminate this Agreement with no compensation of any nature becoming due to
the Purchaser. The Sellers shall notify the Purchaser ultimately three (3) days
before the Completion Date whether the conditions set out in Clause 3.7 have
been fulfilled and if they have not, whether such conditions are waived or
termination of this Agreement is invoked. In the case that the termination of
the Agreement is invoked, all of the provisions of this Agreement, save the
provisions of Clauses 14, 15, 16 and 18 shall cease to apply between the
Parties per the date of such notification.
Only in the case that Sellers invoke the termination of this Agreement on the
basis of this Clause 3.8, and the cause for the non-fulfilment of the conditions
set out in Clause 3.7 is not attributable to the Purchaser’s lack of
co-operation pursuant to Clause 3.6, the Sellers shall compensate the Purchaser’s
costs made in connection with the preparation of this Transaction, which
compensation shall not exceed EUR 100,000 (hundred thousand euro), in
aggregate. This compensation shall be paid to the Purchaser on the basis of
specified invoices issued to and paid by the Purchaser. For the avoidance of
doubt, this compensation will not cover any costs of the Purchaser taking legal
actions against the Seller, for whatever reason and on whatever grounds.



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4.1                                 Completion
shall take place at the offices of Boekel De Nerée N.V. in Amsterdam, Gustav
Mahlerplein 2, 1028 MA, on 29 June 2007 or as soon as possible, after that
date, not later than the seventh Business Day after notice is given by Seller
NL, that the conditions set out in Clause 3.7 have been fulfilled.


4.8                                 In
the event that either Party fails to perform in accordance with the provisions
set out in Clause 4.2 the non-defaulting Party may, at its election, terminate
this Agreement or defer Completion for 14 days in view of granting the
defaulting Party a term to remedy its default. If the defaulting party has not
remedied its default within said period, the non defaulting party may waive its
right or may terminate the Agreement without prejudice to any of its other
rights and claims (including, even if this Agreement is terminated, any right
to payment of damages). In the event, however, that Completion should be
deferred to a date beyond 1 October 2007, this Agreement shall be terminated by
operation of law regardless of remedy still being possible.


1.1


Completion                                                                  the
performance of actions set out in Clause 4, to take place on 29 June 2007 or as
soon as possible after fulfilment of the conditions set out in Clause 3.7, as
set out in Clause 4.1, and Completion Date
shall be the date on which Completion takes place;


Clauses 8.1, 8.2, 8.3 8.4
and 8.5 of the SPA, are to be read as follows:-


8.1                                 The
Seller NL shall indemnify SES or the Purchaser (but never both) against:


(a)                                  any
recourse that Dutch tax authorities may have against SES for corporate income
tax claims that are referable to the fiscal unity to which SES has belonged
immediately before the Completion Date;


(b)                                 claims
made by employees of SES (other than referred to in sub c) in respect of SES
not being affiliated to the Metalektro association of social insurance (“bedrijfsvereniging”) in the period
preceding the Completion Date; and


(c)                                  amounts
duly claimed by Metalektro pension fund (“bedrijfstakpensioenfonds
Metalektro”) and (former and present) employees of SES against SES
on the basis that SES should have been affiliated to that pension fund in the
period of 20 (twenty) year preceding 1 July 2007 and any such claim should be
referable to this period.


8.2                                 [this
entire Clause is  deleted]


8.3                                 In
the event of any claim within the meaning of Clause 8.1, arising in whatever
manner against SES, Seller NL or a person designated by Snap-on Inc. to act on
behalf of Seller NL, shall conduct the defence against such claims, at its
absolute discretion and under its full control. The Sellers shall only be
liable for the indemnity set out in Clause 8.1 (b) and in Clause 8.1 (c) in the
event that the Seller NL or any person designated by Snap-on Inc. to act on
behalf of Seller NL has fully conducted at the sole discretion of Snap-on Inc.
the defence against such claims or  after
such claims have been settled by Seller NL or any person designated by Snap-on
Inc.  The Sellers shall only be
liable for amounts that are finally and irrevocably settled or awarded by a
competent Dutch court no longer subject to appeal, taking into account the
reasonable interests of SES, which shall include providing security up to the
reasonably expected amount of the relevant individual claim. SES shall be fully
informed about the 



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progress of such procedures. The Purchaser shall procure that SES
shall, within its control and capabilities, fully
facilitate such defence, which includes without limitation (i) giving prompt
and timely notification of any claim or potential claim to Seller NL
immediately after any claim has been filed to SES  and (ii) providing all reasonable assistance, information and
records, that SES is capable to provide in relation to the pensions, necessary to conduct the defence. Such
assistance shall include, but not be limited to, making available its personnel
and provide such testimony and access to its books and records as shall be
necessary in connection with the contest or defence. The undertaking of the
defence set out in this Clause 8.3 shall not constitute an admission of
liability by Seller NL or any Snap-on group company. If SES fails to give
timely and proper notice to Seller NL, with a copy to Snap-on Inc., or fails to
provide assistance and timely information as set forth above, after a claim has
been filed to SES pursuant to Clause 8.1 (b) and/ or Clause 8.1 (c), SES and
the Purchaser shall not be entitled to the indemnities set out in Clause 8.1
(b) and/ or Clause 8.1 (c) respectively.


Both Parties undertake to keep all its books and records, other
documents, information and data carriers in good condition up to the dates
referred to in Clause 8.1 (b) and/or Clause 8.1 (c), and if a claim should
arise pursuant to Clause 8.1 (b) and/ or 8.1 (c), until such claim is finally
and definitively settled.


8.4                                 Any
claim under the indemnity set out in Clause 8.1 (b) or Clause 8.1 (c) shall
only be valid if such claim has been duly submitted to the Sellers in
conformity with this Agreement.


8.5                                 The
Sellers shall not be liable to indemnify SES or the Purchaser for the amounts
that would fall under the indemnities set out in Clauses 8.1(b) and 8.1(c) in
the event that such amounts arise from claims made on behalf of or initiated by
Mr. Maarten Molenaar on his own behalf, irrespective of the circumstances that
gave rise to such claims.


New Clause 11.5 is to be read as follows:-


11.5                           Seller NL shall procure that all present and
former employees employed at SES who are participating in the Seller NL pension
plan with Fortis, the Netherlands, are separated as a specific group from the
general group of participants/ employees in the Dutch Snap-on pension plan with
Fortis, the Netherlands, and Seller NL shall cooperate with the conclusion of a
new agreement between Fortis and SES in order to implement the aforesaid
separation. The negative or beneficial value of the pensions in relation to the
current scheme for the present and former employees of SES that is implemented,
shall be allocated pro rata to the participants of the respective pension fund
of Fortis. Seller NL shall request Fortis to take care of the separation of SES’s
(present and former) employees referred to above.


Clause 14.2 is to be read
as follows:-


14.2                           The
Purchaser and Maarten Molenaar undertake not to disclose any information
relating to the Sellers, the Sellers’ group of companies or Snap-on Inc. or any
of its Affiliated Parties, including business, financial, commercial,
technical, market or otherwise proprietary information, which they may have
obtained at any time before Completion in their roles as members of a
management team or otherwise. The Purchaser and Maarten Molenaar shall not
disclose, any information relating to the indemnities set out in Clause 8.1 to
any person, including current and former employees of SES. Purchaser and
Maarten Molenaar shall not facilitate or encourage in any way any former or
present employee of SES in filing a claim against SES on the subject matter
referred to in Clause 8.1 (b) or 8.1 (c), nor wil they encourage the MBO Team
to do so.



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To avoid
misinterpretation in respect of the interest on the intercompany loan between
Snap-on Finance B.V. and SES, we confirm our agreement as follows:-


Only the operational
profits will go to SES from the Signing Date and the interest of the
intercompany loan will be explicitly excluded from going to SES from the
Signing Date.


The terms referred to in
this letter shall be interpreted in accordance with the definitions set out and
used in the SPA, unless defined otherwise.


This letter shall be sent
by fax to:-


Snap-on Europe Holding B.V.

Dan Garramone/ Thomas Ward

Schepenbergweg 34

1105 AT Amsterdam

The Netherlands

Fax no.:


Duinmaaijer
B.V.

Maarten Molenaar

Twickellaan 8

1333 SH Almere

The Netherlands

Fax no.:


A copy of this letter
shall be sent by fax to:


Snap-on Inc.

Dan Garramone

2801-80th Street

Kenosha, Wisconsin 53141

United States of America

Fax no.:


Boekel
De Nerée N.V.

Marein Smits

P.O. Box 75510

1070 AM Amsterdam

The Netherlands

Fax no.:


Pellicaan Advocaten

Michel Straus

Delflandlaan 1

P.O.Box 7266

1007 JG Amsterdam



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Fax no.:


These amendments set out
in this letter shall be effective when and if it is signed by Snap-on Europe
Holding B.V., Duinmaaijer B.V. and Sun Electric Systems B.V. Please return a
duly signed copy of this letter to us at your earliest convenience.


Should you have any
questions or remarks, please do not hesitate to contact Marein Smits or us.


Kind regards,


	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Name: Dan Garramone (authorised by power of attorney
  to sign for and on behalf of Snap-on Europe Holding B.V.)

  
	
  Dated:

  



 


For Agreement:


	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Name: Maarten Molenaar (for and on behalf of
  Duinmaaijer B.V.)

  
	
  Dated:

  



 


	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Name: Thomas Ward/ Dan Garramone (for and on behalf
  of Sun Electric Systems B.V.)

  
	
  Dated:

  



 



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