Filed by Automated Filing Services Inc. (604) 609-0244 - Aegis Industries, Inc. - Exhibit 10.2






AMENDMENT TO LETTER OF INTENT

THIS LETTER OF INTENT, hereinafter referred to as the
“LOI”, is entered into, dated and made effective this 20th day of March, 2007,


BETWEEN: AEGIS INDUSTRIES, INC. (a Nevada
corporation)

(“AEGIS”)

AND: Z5 TECHNOLOGIES LLC (a Connecticut limited liability
company)

(“Z5”)

WHEREAS AEGIS and Z5, on March 19, 2007, entered into a
Letter of Intent which called for Z5 to appoint, on closing of the transactions
(the “Closing”) contemplated in the Letter of Intent, certain directors and
officers to the board of directors and management of Aegis (the
“Appointments”)

AND WHEREAS AEGIS and Z5 have agreed that, prior to the
Closing, they would effect the Appointments provided that, in the event that
Closing does not occur on or before April 30, 2007, those persons appointed to
the Board of Directors and management of Aegis pursuant to the Appointments will
resign the positions they acquired as a result of the Appointments.

NOW, THEREFORE, in consideration of $10.00 and other
good and valuable consideration, the parties agree that the Letter of Intent is
hereby amended as follows:

	1. 	
      Sections 3 and 4 are deleted in their entirety and are
      replaced with the following new sections 3 and 4:

	 	 	 
		3. 	
      The Definitive Agreement shall provide that the Closing
      shall occur as promptly as practicable, but in all events on or before
      April 30, 2007 unless otherwise agreed by the parties thereto. Upon
      execution of this LOI, AEGIS will appoint as its Chairman and CEO Brendan
      Reilly, who will also be appointed as President of Newco LLC. Paul Evancoe
      will remain as President of AEGIS and will, in the event that AEGIS’
      acquisition of Aegis Industries, Inc., a Delaware corporation (“Aegis-
      Delaware”) is completed, be appointed as President of the Aegis-Delaware
      division of AEGIS. Upon execution of this LOI, Alan Hurwitz will be
      appointed as Director of AEGIS and CFO of AEGIS and Dennis Mee will resign
      as CFO to sit as Treasurer of AEGIS.

	 	 	 
		4. 	
      Upon Closing of the Definitive Agreement, AEGIS will
      appoint an additional director to the Board of Directors and Dennis Mee
      will resign as a director. Aegis Industries, Inc. (Delaware) and Z5 will
      agree between themselves as to an independent director to appoint as the
      fifth director of






 

	 	 	AEGIS. The purpose of this clause is to ensure that the Board of Directors
      is balanced between the old board of directors and the New Directors, along
      with one independent director. The shareholders of Z5 will, in the Definitive
      Agreement, agree that they will, for a period of two (2) years from Closing,
      vote their shares of AEGIS in favor of Paul Evancoe in any shareholder resolution
      to appoint directors (provided he is still an employee of Aegis, capable
      of performing the duties of a Director and agrees to stand for election)
      and will further provide that they not vote their shares of AEGIS in any
      way which would remove him as a director (unless he chooses to resign).


2. In all other ways, the LOI remains in full force and effect
  and unamended save and except that, in the event of any conflict between the
  terms of the LOI and the new sections 3 and 4 above, the new sections 3 and
  4 above shall take precedence.

DATED EFFECTIVE THIS 20TH DAY OF MARCH, 2007

	/s/ “Paul Evancoe” 	 
	Paul Evancoe, Director and President 	 
		 
	AEGIS INDUSTRIES INC. 	 


The above terms are hereby read, understood, acknowledged
  and accepted this 20th day of March, 2007.

	/s/ “Brendan Reilly” 	 
	Brendan Reilly, President 	 
		 
	Z5 TECHNOLOGIES LLC 	 


2