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EXHIBIT 10.19
AMENDMENT NO. 1 TO OPTION AGREEMENT
This Amendment No. 1 to Option Agreement, dated as of October______,
1996, is entered into by and between Decora Industries, Inc., a Delaware
corporation ("Optionor"), and Roger Grafftey-Smith ("Optionee").
R E C I T A L S
A. Optionee has performed numerous valuable services for Optionor over
the past several years, including serving as a director and assisting in
identifying investors in the Corporation.
B. Optionor has, as compensation for such services, issued to Optionee,
an option to purchase 262,000 shares of its common stock at an exercise price of
$1.12 per share (the "Option"), pursuant to the terms of an Option Agreement by
and between Optionor and Optionee, dated as of January 7, 1992 (the "Option
Agreement"), a copy of which is attached hereto as Exhibit A and incorporated by
reference.
C. The Option is set to expire on December 30, 1996, and both parties
believe it is in their respective best interests to amend the Option Agreement
to extend the expiration date of the Option.
NOW, THEREFORE, the parties hereto agree as follows:
Amendment of Expiration Date. Section 2.A of the Option Agreement is
hereby amended to read as follows:
"A. From December 30, 1991, and up until and including December 30,
1999, Optionee shall have the right and option to purchase, at $1.12 per
share, and Optionor shall have the obligation to issue to Optionee,
262,000 shares of the authorized but unissued common shares of
Optionor."
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Option Agreement as of the date first written above.
OPTIONOR OPTIONEE
DECORA INDUSTRIES, INC.
a Delaware corporation
/S/ Nathan Hevrony /S/ Roger Grafftey-Smith
-------------------------------- ----------------------------------
By: Nathan Hevrony Roger Grafftey-Smith
Chief Executive Officer
