WAIVER AND MODIFICATION AGREEMENT
For good and valuable consideration, receipt of which is hereby
acknowledged, Longview Fund L.P. ("Longview") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇") hereby waive the repricing provision contained in Section 3.4
of the 1,200,000 Warrants issued to Longview and 20,000 Warrants issued to
▇▇▇▇▇▇▇ by The ▇▇▇▇▇▇▇▇ Coach, Inc. ("▇▇▇▇▇▇▇▇") on July 21, 2004 solely
in connection with 610,000 of the Warrants. The remaining 600,000
Warrants and 10,000 Warrants issued to Longview and ▇▇▇▇▇▇▇, respectively,
on July 21, 2004 shall be repriced to a Purchase Price of $0.15. This
waiver of Section 3.4 of the Warrant relates only to an aggregate
investment of $500,000 in Notes and Warrants of ▇▇▇▇▇▇▇▇ by Longview and
Longview Equity Fund L.P.
In lieu of ▇▇▇▇▇▇▇▇ reissuing the Warrants reflecting the
modifications described herein, a copy of this Modification Agreement
attached to the Warrants shall be deemed sufficient to evidence the
modification of the Warrants.
This Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each
party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission, such signature shall
create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect
as if such facsimile signature page were an original thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Modification
Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
LONGVIEW FUND, L.P. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------- --------------------
By: /s/ ▇▇▇▇▇ Benz, Manager /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇▇▇ COACH, INC.
------------------------
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
President
