Exhibit 10.88


 





AMENDMENT NO. 1


TO


SLA BRANDS, INC.


SALES REPRESENTATION CONTRACT


 


This Amendment
No. 1 (the “Amendment”) to SLA Brands, Inc. Sales Representation Contract entered into effective February 1,
2015 by and between Oculus Innovative Sciences, Inc. (“Client”) and SLA Brands, Inc. (“SLA”
and together with the Client, the “Parties”)) is made and entered into as of November 6, 2015 by and between
the Parties.


 


RECITALS


 


A.The
Client and SLA previously entered into that certain Sales Representation Contract effective February 1, 2015 (the “Agreement”).


 


B.The
Client and SLA each wish to modify certain terms of the Agreement on the terms and subject to the conditions set forth in this
Amendment.


 


NOW, THEREFORE,
in consideration of the mutual covenants agreements and representations contained in this Amendment and the Agreement, the parties
hereto agree as follows:


 


1.Definitions.Except
as may be expressly provided in this Amendment, all capitalized terms used in this Amendment which are defined in the Agreement
shall have meanings in this Amendment as in the Agreement.


 


2.Amendment
to Section 10, Commissions. The entire text of Section 10, Commissions, of the Agreement is hereby deleted and replaced
with the following text to read in its entirety as follows:


 


			“To pay SLA a commission or brokerage, of (i) [ ]* percent [ ]* on each
and every sale, as provided herein, of Products in the Pet Specialty Channel in the Territory, and (ii) [ ]* percent [ ]* on each
and every sale,, as provided herein, of Products in the Pet Specialty Channel in the Territory, as provided in Section 20 of the
Agreement or, if earlier, through the two-year anniversary of this Amendment. The percentage rate of commission, or brokerage,
shall be computed on the price of the products sold during the term of this Agreement, after shipping, insurance, taxes, duties
and similar amounts and after discounts and returns are deducted from the sales, said brokerage payment to be made promptly within
fifteen (15) after the end of each month on amounts received by Client on paid invoices.”



 


3.Amendment
to Attachment A, Product Description. The entire text of Attachment A, Product Description, attached to the Agreement is hereby
deleted and replaced with the following text to read in its entirety as follows:


			“All Oculus Innovative Sciences, Inc. MicrocynAH labeled products intended
for use to promote health in non-human animals as of the date hereof, which products are not required to be prescribed or dispensed
by a veterinarian or other animal health professional”



 




    	 	1	 



     

    

 


4.Amendment
to Attachment B, Channels of Trade.The entire text under the heading “Channels of Trade” on Attachment B Territory,
attached to the Agreement is hereby deleted and replaced with the following text to read in its entirety as follows:


 


			“Retail outlets whose primary merchandise is companion animal consumables
and non-consumables (such as PetMart and Petco), and distributors whose primary business is supplying animal health care products
for companion animals to such outlets (“Pet Specialty Channel”). Pet Specialty Channel does not include the
Ethical, Food, Drug, Mass, and Farm and Ranch (including Equine) channels of trade. Pet Specialty Channels does include catalogs
and online retailers, in each case whose primary merchandise is companion animal consumables and nonconsumables, except as otherwise
provided under “Additional Account Inclusions” on Attachment D attached to the Agreement.”



 


5.Amendment
to Attachment B, Territory. The entire text under the heading “Territory” on Attachment B, Territory, attached
to the Agreement is hereby deleted and replaced with the words “United States and Canada solely through the Pet Specialty
Channel.”


 


6.Additions
to Attachment C, Account Exclusions.The name “Manna Pro Products LLC” is hereby added below the heading “List
of Account Exclusions” on Attachment C, Account Exclusions.


 


7.Addition
to Attachment D, Additional Account Inclusions. 


 


(a)The
sentence “SLA acknowledges and agrees that SLA’s sales representation rights in any such account shall be non-exclusive
and otherwise subject to the terms of the Agreement.” is hereby inserted at the end of the preamble on Attachment D, Additional
Account Inclusions, attached to the Agreement.


 


(b)The
words, “Tractor Supply Co,. – applies to MicrocynAH brand only” in the second line under the heading “List
of additional accounting inclusions” on Attachment D, Additional Account Inclusions, attached to the Agreement is hereby
deleted. 


 


8.Amendment
to Attachment E, Performance Requirements & Incentives.  The table below the heading “Performance Requirements”
on Attachment E, Performance Requirements & Incentives, attached to the Agreement, is hereby amended to delete the vertical
column entitled “Minimum Total Sales (Equine)” and to recalculate the totals in the vertical column entitled “Combined
Total” as set forth below.


 


 


	Year (Jan. 1–Dec. 31)	
        Minimum Total

        Sales (Pet)
	Minimum Total

 Sales New

 Products	Combined 

Total
	2016	[     ]†	[     ]†	[     ]†
	2017	[     ]†	[     ]†	[     ]†
	2018	[     ]†	[     ]†	[     ]†


 


9.Conflict.
In the event of any conflict between the provisions of this Amendment and the unamended provisions of the Agreement, the provisions
of this Amendment shall prevail and the provisions of the Agreement shall be deemed modified by this Amendment as necessary to
resolve such conflict.


 


† Confidential material redacted
and separately filed with the Commission.


 




    	 	2	 



     

    

 


10.Effect
of Amendment. Except as expressly amended by this Amendment and/or by the preceding sentence, the terms and provisions of the
Agreement shall continue in full force and effect.


 


IN WITNESS
WHEREOF, the Parities hereto have duly executed this Amendment as of day and year first above written. 


 


	
        CLIENT:

         

        OCULUS INNOVATIVE SCIENCES, INC.

         

         

         

         

         

        By: /s/ Robert Miller 

         

        Name: Robert Miller

        Title: Chief Financial Officer

         

         
	
        SLA:

         

        SLA
        BRANDS, INC.

         

         

         

         

         

        By: /s/ Michael Lasky

         

        Name: Michael Lasky

        Title: Partner








 


 


 


 


 


 


 


 


 


 


 






    	 	3