EXTENSION AND THIRD MODIFICATION TO MANUFACTURING, DISTRIBUTING AND TECHNOLOGY LICENSE AGREEMENT

Technology License Assignment Agreement

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This Technology License Assignment Agreement involves

Econolite Control Products, Inc | Image Sensing Systems, Inc

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Title: EXTENSION AND THIRD MODIFICATION TO MANUFACTURING, DISTRIBUTING AND TECHNOLOGY LICENSE AGREEMENT
Date: 7/10/2008
Industry: SCIINS Sector: TECHNO

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Exhibit 10.1

E XTENSION AND T HIRD M ODIFICATION TO M ANUFACTURING, D ISTRIBUTING AND T ECHNOLOGY L ICENSE A GREEMENT

THIS EXTENSION AND THIRD MODIFICATION TO MANUFACTURING, DISTRIBUTING AND TECHNOLOGY LICENSE AGREEMENT (this “Third Modification”) is made and entered into as of July 3, 2008 by and between Image Sensing Systems, Inc., a Delaware corporation located at 500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota 55104 (hereinafter, “ISS”), and Econolite Control Products, Inc., a California corporation located at 3360 E. La Palma Avenue, Anaheim, California 92806 (hereinafter “Econolite”). ISS and Econolite were the parties to the original Manufacturing, Distributing and Technology License Agreement dated June 11, 1991 (the “Agreement”) which was subsequently modified, in part, in a Modification to Manufacturing, Distributing and Technology License Agreement dated September 1, 2000 (the “First Modification”), a Letter Agreement dated June 19, 1997 (the “Letter Agreement”), Extension and Second Modification to Manufacturing, Distributing and Technology License Agreement dated July 13, 2001 (the “Second Modification”) and Settlement Agreement, Contract Modification and Mutual Release executed August 3, 2006 (the “Settlement”).

Recitals:

A.	The parties have operated successfully under the Agreement, as modified, for more than 15 years.

B.	The Agreement, as previously modified, will, under its terms, terminate on June 11, 2011.

C.	The parties hereto decide to extend the term of the Agreement and to add or modify certain provisions.

NOW, THEREFORE , for and in consideration of the foregoing premises, and the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. The first paragraph of ARTICLE I. APPOINTMENT AS EXCLUSIVE DISTRIBUTOR AND MANUFACTURER OF THE PRODUCTS shall be deleted in is entirety and replaced with the following:

In accordance with and subject to the terms and conditions of Article V below, ISS appoints Econolite as its exclusive licensee to make, have made, use, license, distribute and sell the products defined in Article V and specified in Exhibit A attached hereto (the “Products”) to customers located in the Territory (as defined in Article V) for use solely in connection with applications primarily related to the regulation of surface transportation. Notwithstanding the foregoing and for purposes of clarificati