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EXHIBIT 10.2c
AMENDMENT TO STANDSTILL AGREEMENT
This Amendment to Standstill Agreement (the "Amendment") is entered into
by and between Xxxx Xxxxxx, an individual ("Chopra"), on the one hand, and COHR
Inc., a Delaware corporation ("COHR"), on the other hand. (Chopra and COHR are
collectively referred to as "the Parties".) The Effective Date of this Amendment
is January 31, 1999.
Recitals
A. The Parties entered into a Standstill Agreement dated April 3,
1998.
B. The Ending Date of that Standstill Agreement initially was
November 10, 1998, and was extended by previous Amendment to January 31, 1999.
C. The Parties have agreed that the Standstill Agreement Effective
Period should be extended to a new Ending Date pursuant to the terms set forth
herein.
Agreement
1. Ending Date
The "Ending Date" of the Standstill Agreement shall be amended to be the
earliest of the following:
(a) Fourteen (14) days following the date on which either party gives
written notice to the other party that it is terminating this Agreement;
or (b) February 28, 1999.
All rights and obligations existing prior to this Amendment (except as revised
herein or by separate written agreement) or arising under this Amendment shall
survive the termination of this Agreement.
2. Certain Continuing Benefits
(a) The Standstill Agreement paragraph 4(b) is amended to provide for a
salary of $5,000 per month from the Effective Date of this Amendment
onward. (b) All other terms and conditions of the Standstill Agreement
continue in effect.
3. Integration
The Standstill Agreement and this Amendment thereto contain the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings, commitments and practices,
whether written or oral, except that the Standstill Agreement and this Amendment
thereto are an amendment of that certain Employment Agreement dated January 1,
1996. No amendments to the Standstill Agreement and this Amendment thereto may
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be made except by a writing signed by both parties.
This Amendment may be executed in counterparts, each of which will be an
original agreement. The undersigned have executed this Agreement as of the date
first above written.
Chopra COHR Inc.
/S/ XXXX XXXXXX By /S/ XXXX X. XXXXXXXXX
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Xxxx Xxxxxx Xxxx X. Xxxxxxxxx
Chairman of the Board
