Exhibit
10.8.2


 


REFOCUS
GROUP, INC.


 


SECOND
AMENDMENT TO WALTS EMPLOYMENT AGREEMENT


 


This Second
Amendment to that certain Employment Agreement between Refocus Group, Inc. and
Terence A. Walts dated September 5, 2002 (the “Employment Agreement”), as
amended May 29, 2003, is made and entered into as of March 18, 2004, by and
between Refocus Group, Inc., a Delaware corporation (the “Company”), and
Terence A. Walts (the “Executive”) (this “Second Amendment”).


 


RECITALS


 


The Company is
conducting a Securities Offering whereby the Executive’s continued services are
of key importance to the Company.


 


NOW, THEREFORE,
The Company and the Executive hereby agree to amend the Employment Agreement on
the terms and conditions hereinafter set forth.


 


1.             PROVISIONS:


 


(a)           A new Section 4 (c) is
hereby inserted immediately following Section 4 (b) as follows:


 


“For the purposes of this subsection 4(c), “Closing”
shall mean a transaction or transactions whereby the Company closes the sale of
Securities (as herein defined) in an offering or offerings subsequent to the
date of this Second Amendment, and “Securities” shall mean common stock and the
number of shares of common stock issuable under warrants and convertible
securities sold.  The Executive shall be
entitled to be awarded, immediately subsequent to each Closing, options to
purchase shares of the common stock of the Company (“Options”) in an aggregate
amount equal to 2.0% (two percent) of the number of Securities sold in each
Closing until and to the extent that such Closings result in the receipt of
gross proceeds to the Company in the aggregate amount of six million fifty
thousand dollars ($6,050,000), said aggregate amount excluding consideration
for gross proceeds to the Company received from the exercise of the associated
warrants.  The exercise price of such
Options shall be at the higher of $0.60 per share or the actual price per share
of common stock sold in each Closing. 
The Options shall vest one-third on the date of each Closing and an
additional one-third on the next two anniversary dates of each Closing.  The term of the Option shall be five years
and the vested portion of the Option shall remain exercisable for one year
after the termination of the Executive’s employment for other than cause, death
or disability.  All other terms of the
Option shall be as specified in the Refocus Group, Inc. Amended and Restated
1997 Stock Option Plan”


 


2.             MISCELLANEOUS:


 


(a)           This Second Amendment shall be governed by and
construed and interpreted in accordance with the laws of the State of Texas.


 

















 


(b)           This Second Amendment
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
Amendment.


 


(c)           Except as expressly
provided in this Second Amendment, all other terms and conditions of the
Agreement shall remain in full force and effect.  In the event of any conflict between the terms of the Agreement
and this Second Amendment, the terms of this Second Amendment shall control.


 


 


IN WITNESS
WHEREOF, the parties have executed this Second Amendment effective on the date
and year first above written.


 


 


	
  EXECUTIVE

  	
  Refocus Group, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Terence A. Walts

  	
  Mark A. Cox

  
	
   

  	
   

  	
  Vice President & Chief Financial Officer

  
					



 


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