Franklin Ophthalmic Instruments Co Inc – ‘SB-2’ on 7/30/97 – EX-10.19

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-10.19   —   Material Contract

EX-10.19
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EXHIBIT 10.19         

AMENDMENT TO INVESTMENT AGREEMENT DATED MAY 9, 1997 BETWEEN THE COMPANY         
AND PRINZ-FRANKLIN L.L.C.         

EX-10.19
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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  PRINZ-FRANKLIN        
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/ Michael J. Carroll   

                 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
		5/9/97		1		2
		4/11/97		2
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