EXHIBIT 10.5(A)
WAIVER
Whereas, the undersigned parties entered into that certain Securities Purchase
Agreement (the "Agreement") for the purchase of 500,000 shares of the Company's
common stock;
Whereas, Section 2.3 of the Agreement provides that the Closing is contingent on
Purchaser (as defined in the Agreement) introducing to LensCard Corporation
potential investors ("Investors"); and (ii) such Investors, and/or one or more
investment funds controlled by or affiliated with Purchaser, purchase a minimum
of $1,500,000 of the Company's Series A Convertible Preferred Stock at $1.00 per
share before February 1, 2004;
Whereas, the parties wish to waive such closing contingencies and to authorize
the closing the purchase of common stock pursuant to the Agreement.
THEREFORE, the undersigned parties agree as follows:
The undersigned parties hereby waive all closing contingencies set forth in
Section 2.3 of the Agreement and authorize the closing of the purchase of the
common stock pursuant to the Agreement.
Bristol Capital, LLC
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Member
LensCard Corporation
By: _____________________________
Name:
Title:
