SECOND AMENDMENT TO
STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT TO STOCK OPTION AGREEMENT (this "Amendment") is
made and entered into as of November 3, 1997, by and between TOMORROW'S MORNING,
INC., a California corporation (the "Company"), and Xxxx Xxxxxx ("Optionee")
with respect to the following facts and circumstances:
A. The Company previously entered into a Stock Option Agreement dated
as of April 14, 1995 (the "Agreement"), with Optionee relating to 6% of the
issued and outstanding shares of the Company's Common Stock as of the date
Optionee exercises the option.
B. The Agreement has since been amended by an Amendment to Stock
Option Agreement dated as of April 18, 1997. All references to the Agreement
herein shall be deemed to include the terms of such amendment.
C. For good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the Company and the Optionee now desire to further
amend the Agreement in the following respects.
1. Amendment of Section 1.1. Section 1.1 of the Agreement is
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hereby deleted in its entirety and replaced with the following:
"1.1 Grant of Option. The Company, pursuant and subject
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to the terms and conditions of this Agreement, grants to Optionee the right and
option (the "Option") to purchase, on the terms and conditions hereinafter set
forth, 281,113 shares of the Company's Common Stock (the "Shares"). It is
intended by the parties hereto that the Shares subject to this Option are
dilutable by events prior to the exercise of the Option."
2. Ratification of Remaining Terms. Except as expressly set
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forth in this Amendment, all of the terms and provisions of the Agreement, as
previously amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
TOMORROW'S MORNING, INC.
By: /s/ Xxxxxx Raft
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Title: Chief Financial Officer
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/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
EXHIBIT 10