0001047469-04-018343 Sample Contracts

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • May 24th, 2004 • Precision Optics Corporation Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS SUBSCRIPTION AGENT AGREEMENT (the "Agreement") is made as of , 2004, between PRECISION OPTICS CORPORATION, INC. a Massachusetts corporation (the "Company"), EquiServe, Inc., a Delaware corporation and its fully owned subsidiary EquiServe Trust Company, N.A., a national banking (collectively, the "Agent" or individually "EQI" and the "Trust Company," respectively). All terms not defined herein shall have the meaning given in the prospectus (the "Prospectus") included in the (Registration Statement on Form S-3, File No. 333-115401 filed by the Company with the Securities and Exchange Commission (the "SEC") on May 12, 2004, as amended by any amendment filed with respect thereto (the "Registration Statement").

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