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EXHIBIT 4.12
February 6, 1997
VIA FEDERAL EXPRESS
[NAME AND ADDRESS
OF WARRANT HOLDER]
Re: REPRESENTATIVE'S WARRANT
Dear [NAME OF WARRANT HOLDER]:
Reference is xxxxxx made to that certain Representative's Warrant
Agreement, dated as of December 31, 1993, between New West Eyeworks, Inc. (the
"Company") and Xxxxx & Co., Inc. (the "Agreement"), the terms of which apply to
certain warrants held by you. This letter will serve to amend the Agreement,
effective December 31, 1993 (the "Amendment"), as follows:
1. Sections 8.1, 8.2, 8.7 and 8.11 are hereby deleted in their entirety
and Sections 8.3, 8.4, 8.5, 8.6, 8.8, 8.9 and 8.10 are renumbered
accordingly.
2. The first sentence of Section 1 shall be replaced with the following:
"The Holder (as defined in Section 3 hereof) is hereby granted the
right to purchase, at any time from December 23, 1994 until 5:30 P.M.,
New York time, on December 23, 1998, up to an aggregate of 81,563
shares of Common Stock (the "Shares") at an initial exercise price
(subject to adjustment as provided in Section 8 hereof) of $8.00 per
share of Common Stock subject to the terms and conditions this
Agreement."
3. The first sentence of Section 6.1 shall be replaced with the following:
"Except as otherwise provided in Section 8 hereof, the initial exercise
price of each Warrant shall be $8.00 per share of Common Stock."
Except as otherwise modified by the letter, dated December 19, 1996
between you and the Company ("December Letter"), and except as set forth in the
following sentence, all other terms of the Agreement remain in full force and
effect. This Amendment supersedes in its entirety the provisions of the
penultimate paragraph of the December Letter relating to the Agreement.
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February 6, 1997
Page 2
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In addition, the Company proposes to extend to you the terms of the
Representative's Warrant Agreement, between New West Eyeworks, Inc. (the
"Company") and Xxxxxxxxxx & Co. (the "New Agreement"), a copy of which (marked
to show changes from the Agreement) is attached hereto. By signing the enclosed
copy of this letter, as indicated below, you are acknowledging your agreement to
the terms the New Agreement to the extent they are applicable to you.
Please acknowledge your agreement to the foregoing amendments and the
New Agreement by signing and dating the enclosed copy of this letter and
returning it to me by no later than February 10, 1997.
Very truly yours,
NEW WEST EYEWORKS, INC.
By:
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Xxxxx X. Xxxxxx
Secretary
AGREED AND ACKNOWLEDGED
________________________ Date:_________________________
[NAME OF WARRANT HOLDER]