Exhibit 10.41
XXXX VISION
December 19, 2003
Xx. Xxxxxxx X. Xxxxxxxx
Chief Executive Officer
U.S. Vision, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Re: Third Amendment to Participating Provider Agreement
Dear Xx. Xxxxxxxx.
The parties entered into the Participating Provider Agreement dated as of June
1, 1997, as amended on April 9,1998 and October 30,2002 by and between U.S.
Vision, Inc., a Delaware corporation ("USV"), and Xxxx Vision Corporation, a
Delaware corporation ("CVC"), referred hereafter as the "Vision Care Agreement".
Capitalized terms used but not defined herein shall have the meanings ascribed
in the Vision Care Agreement. USV and CVC hereby agree to amend the Vision Care
Agreement as follows.
1. Section 4.1 of the Vision Care Agreement is hereby deleted and replaced in
its entirety with the following:
"The Term of this Agreement shall commence on June 1, 1997 and shall
terminate on January 31, 2004, unless terminated earlier pursuant to the
terms of this Agreement."
2. Section 3.12 of the Vision Care Agreement is hereby amended to include a new
paragraph as follows.
Notwithstanding the foregoing, in addition to the payment of the Transaction
Fees, U.S. Vision shall contribute to CVC's marketing costs as follows:
a. a monthly fee of Thirty-five Thousand Dollars ($35,000) for the promotion
of Sears Optical locations;
b. an annual amount not to exceed One Hundred Five Thousand Two Hundred
Thirty-six Dollars ($105,236) for marketing of the AARP Vision Program
equal to twenty percent (20%) of CVC's incurred costs USV agrees to make
periodic payments that shall be due and payable upon USV's receipt of a
CVC's invoice;
c. an annual amount not to exceed Forty Thousand Dollars ($40,000) for the
marketing of the American Legion Vision Plan equal to apportioned amount
of CVC's incurred costs. USV agrees to make periodic payments that shall
be due and payable upon USV's receipt of CVC's invoice.
3. Except as modified by this letter amendment, the provisions of the Vision
Care Agreement shall remain in full force and effect.
4. This letter amendment may be executed in two (2) counterparts, each of which
shall be deemed the original, but all of which together shall constitute one
and the same agreement.
If this letter amendment is acceptable to you, please execute both copies of
this letter in the space provided below and return one fully executed copy to
the undersigned.
Very truly yours,
XXXX VISION CORPORATION
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
Executive Vice President, Finance
Acknowledged and agreed to this __ day of December, 2003
U S. VISION, INC
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: President
