Franklin Ophthalmic Instruments Co Inc – ‘SB-2’ on 7/30/97 – EX-10.20

As of:  Wednesday, 7/30/97   ·   Accession #:  926236-97-23   ·   File #:  333-32477

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        93    435K 
                          Issuer                                                 
 2: EX-5        Opinion re: Legality                                   3     11K 
 3: EX-10.17    Material Contract                                     17     67K 
 4: EX-10.18    Material Contract                                     17     67K 
 5: EX-10.19    Material Contract                                      2     10K 
 6: EX-10.20    Material Contract                                      3     11K 
 7: EX-23.1     Consent of Experts or Counsel                          2      7K 
 8: EX-27.1     Financial Data Schedule (Pre-XBRL)                     1      7K 
 9: EX-27.2     Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-10.20   —   Material Contract

EX-10.20
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EXHIBIT 10.20         

AMENDMENT TO INVESTMENT AGREEMENT DATED MAY 11, 1997 BETWEEN THE COMPANY        
AND PRINZ-FRANKLIN L.L.C.         

EX-10.20
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AMENDMENT         
TO        
INVESTMENT AGREEMENT        

This AMENDMENT TO INVESTMENT  AGREEMENT is entered  into as of  the   
11th day of May,  1997, by and  between FRANKLIN OPHTHALMIC  INSTRUMENTS        
CO., INC., a  Delaware corporation (the  "Company"), and  PRINZ-FRANKLIN        
L.L.C., an Illinois limited liability company ("Investor").                     

RECITALS        

A.   The  Company  and  Investor  are  parties  to  an   Investment   
Agreement dated as of April 11, 1997, as amended May 8, 1997 and May  9,        
1997 (as amended, the "Investment Agreement"),                                  

B.   Under the  Investment  Agreement,  a  final  transaction  (the   
"Final Transaction")  is to  occur in  which the  Investor is  to pay  a        
purchase price (the "Remaining Purchase Price") of two hundred  thousand        
dollars ($200,000) for one million (1,000,000) shares of Common Stock of        
the Company (the "Remaining Shares") on May 30, 1997.                           

C.   In accordance with the Investment Agreement, the Company is to   
issue a  warrant  (the "Warrant")  for  two hundred  thousand  (200,000)        
shares of Common Stock on May 30, 1997.                                         

D.   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 Investment Agreement  is   
hereby amended to provide that (i) the Final Transaction shall occur  on        
or before June ____,  1997; (ii) the Remaining  Purchase Price shall  be        
reduced to One Hundred Eighty Thousand Dollars ($180,000); and (iii) the        
Remaining Shares  to be  issued to  Investor shall  be reduced  to  Nine        
Hundred Thousand (900,000).                                                     

3.   Issuance of  Warrant.   The Company  and Investor  acknowledge   
that the Final Warrant  has been issued and  delivered at or before  the        
date hereof.                                                                    

4.  Ratification  of  Investment  Agreement.    Except  as  herein    
modified, the Investment Agreement is hereby reaffirmed and ratified  in        
all respects.                                                                   

5.   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.        

EX-10.20
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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/ Michael J. Carroll   
         Michael J. Carroll, President

                 PRINZ-FRANKLIN  L.L.C.,  an  Illinois   limited
liability company             

By:  /s/ John Prinz           

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		7/31/97							None on these Dates
Filed on:		7/30/97
		5/30/97		2
		5/11/97		1
		5/9/97		2
		5/8/97		2
		4/11/97		2
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