EXHIBIT 10.19
AMENDMENT TO INVESTMENT AGREEMENT DATED MAY 9, 1997 BETWEEN THE COMPANY
AND XXXXX-XXXXXXXX L.L.C.
AMENDMENT
TO
INVESTMENT AGREEMENT
This AMENDMENT TO INVESTMENT AGREEMENT is entered into as of the
9th day of May, 1997, by and between FRANKLIN OPHTHALMIC INSTRUMENTS
CO., INC., a Delaware corporation (the "Company"), and XXXXX-XXXXXXXX
L.L.C., an Illinois limited liability company ("Investor").
RECITAL
The Company and Investor are parties to an Investment Agreement
dated as of April 11, 1997 (the "Investment Agreement"), and the Company
and Investor desire to amend and modify certain provisions of the
Investment Agreement, upon the terms and subject to the provisions set
forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
1. Capitalized Terms. All capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to them in the
Investment Agreement.
2. Modification of Section 2.1(b). The Company and Investor have
agreed that the purchase and sale of Common Stock pursuant to Section
2.1(b) of the Investment Agreement shall occur in two phases. Investor
shall pay a purchase price of $200,000 for one million (1,000,000)
shares of Common Stock of the Company and the Company shall authorize
the issuance to Investor of one million (1,000,000) shares of Common
Stock of the Company on each of May 9, 1997 and on May 30, 1997. For
purposes of the Investment Agreement, all deliveries and satisfaction of
conditions to be met on the Second Closing Date shall occur as of May
30, 1997, which shall be deemed to be the Second Closing Date under the
Investment Agreement.
3.. Ratification of Investment Agreement. Except as herein
modified, the Investment Agreement is hereby reaffirmed and ratified in
all respects.
4. Counterparts. This Amendment to Investment Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to Investment Agreement as of the date first above written.
FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
By: /s/ Xxxxxxx X. Xxxxxxx
XXXXX-XXXXXXXX L.L.C., an Illinois limited
liability company
By: /s/ Xxxx Xxxxx
