EXHIBIT 10.2
AMENDMENT NO. 1 TO STOCK
SUBSCRIPTION AGREEMENT
THIS AMENDMENT NO. 1 to Stock Subscription Agreement is made as of the
23rd day of April, 1996, by and between FOCUS ENHANCEMENTS, INC. (the "Company")
and the undersigned (the "Investor").
WHEREAS, the Investor subscribed for and purchased on December 22,
1995, ______ shares of Common Stock (the "Shares") of the Company pursuant to a
Stock Subscription Agreement of even date therewith (the "Subscription
Agreement");
WHEREAS, the Investor expected the Company to report earnings for the
year ended December 31, 1995 of between $.15 and $.18 per share and in reliance
thereon agreed to purchase the Shares in accordance with the terms set forth in
the Subscription Agreement;
WHEREAS, in April, 1996, the Company reported earnings for the year
ended December 31, 1995 of $.04 per share;
WHEREAS, the Company and the Investor have agreed to amend the terms of
the Subscription Agreement so as to issue the Investor warrants to purchase
shares of Common Stock of the Company;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and obligations contained in the Subscription Agreement, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Warrant Issuance. The Company hereby issues to the Investor warrants
(the "Warrants") to purchase _______ shares of Common Stock of the Company
exercisable for a period of three years at a price of $2.063 in the form
attached hereto as Exhibit A.
2. Release of Claims. In consideration of receipt of the Warrants, the
Investor, including its successors and assigns, hereby releases the Company and
its servants, agents, representatives, attorneys, officers, directors,
shareholders and employees from any and all claims, demands, expenses, losses,
causes of action, liabilities, obligations, damages, liens and/or liabilities of
any kind or nature whatsoever, past or present, arising out of or in any way
connected with the matters recited above, and any and all facts, events or
circumstances alleged therein or related thereto, including, but not limited to,
any cause or claim arising out of any securities laws or regulations.
Except as expressly charged above, all other provisions of the
Subscription Agreement remain in full force and effect. The Company and the
Investor hereby reconfirm and affirm all of their respective obligations under
the Subscription Agreement.
IN WITNESS WHEREOF, the undersigned have hereby executed this Amendment
No. 1 as of the date first written above.
INVESTOR:
FOCUS ENHANCEMENTS, INC. _______________________________
By:___________________________ By:_____________________________
Xxxxxx X. Xxxxxx, President Title:__________________________
and CEO
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