Endorsement Amending 10% Senior Secured Convertible Note between Precision Optics Corporation, Inc. and Special Situations Private Equity Fund, L.P.

Summary

Precision Optics Corporation, Inc. and Special Situations Private Equity Fund, L.P. have agreed to amend the terms of a $275,000 convertible note originally issued in 2008. This endorsement changes the note’s maturity date to November 30, 2010. All other terms of the note remain unchanged, and the company reaffirms its obligations under the original agreement. The amendment is effective as of November 15, 2010, and is executed by authorized representatives of both parties.

EX-10.2 2 a10-21301_1ex10d2.htm EX-10.2

EXHIBIT 10.2

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE

Precision Optics Corporation, Inc.
New York, New York
November 15, 2010

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010 and July 26, 2010, September 15, 2010 and October 15, 2010 (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Special Situations Private Equity Fund, L.P. (the “Holder”) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

1. The term “Stated Maturity Date” is hereby restated to be “November 30, 2010.”

2. Except as expressly amended by this Endorsement, the Note remains in full force and effect and the Company hereby reconfirms its obligations thereunder.

IN WITNESS WHEREOF, the Company has caused this Endorsement to be duly executed, and the Holder has caused this Endorsement to be duly accepted, by their respective duly authorized representatives as of the day and year first above written.

	PRECISION OPTICS CORPORATION, INC.

	By	/s/ Richard E. Forkey
		Name: Richard E. Forkey
		Title: Chief Executive Officer

Accepted:

SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.

By:	/s/ Adam Stettner
	Name: Adam Stettner
	Title: General Partner