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EXHIBIT 10.42
FIRST AMENDMENT
TO
OPTION AND CONSULTING AGREEMENT
This First Amendment, dated as of December 18, 1996 to an Option and Consulting
Agreement dated as of June 1, 1996, by and among KTI, Inc., a New Jersey
corporation ("KTI") and ▇.▇. ▇▇▇▇▇▇▇▇ & Co., Inc., a New York corporation (the
"Consultant").
Whereas, KTI retained the Consultant to provide certain advisory and other
services (collectively, Consulting Services') as set forth in such Option and
Consulting Agreement; and
Whereas, the Consultant has the right to one demand registration at the expense
of KTI pursuant to Section 1. a. of APPENDIX B to such Option and Consulting
Agreement; and
Whereas, the Consultant has made a written demand to KTI to file a registration
statement pursuant to such provision;
Now therefore, KTI and the Consultant hereby agree as follows:
1. Section 3. of the Option and Consulting Agreement is amended by changing the
end of the Term from June 1, 1999 to June 1, 1997.
2. Section 4. (a) is amended by deleting the phrase "during the Term (as
hereinafter defined)" and by inserting "until June 1, 1997" in lieu thereof.
3. Section 4. (b) is amended by inserting the phrase "prior to October 16, 1996"
immediately after the word "Consultant" on line two thereof.
4. Section 7. is amended by changing the Term of the Option from June 1, 2001 to
June 1, 1999.
5. Section 12. is hereby deleted in its entirety and the words "Intentionally
left blank" inserted in lieu thereof.
6. Section 13. is hereby deleted in its entirety and the words "Intentionally
left blank" inserted in lieu thereof.
7. Section 17 is hereby amended by inserting "prior to October 16, 1996" in line
eight immediately after the word "hereunder".
8. APPENDIX A, 1. a., line four is amended by inserting " until June 1, 1999"
immediately after the phrase "from time to time".
9. ▇▇▇▇▇▇▇▇ ▇, ▇. a., line three is amended by deleting "2003" and by inserting
"2001" in lieu thereof.
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10. KTI shall file a registration statement not later than February 15, 1997
including the KTI common stock covered by the Consultant's warrants and shall
keep such registration statement effective for not less than one year. Upon such
filing, KTI shall have satisfied its obligations to file one registration at
KTI's sole expense.
11. KTI shall pay $23,000.0 to the Consultant in satisfaction of all fees and
expenses due under the Option and Consulting Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed as of the date first above written.
KTI, Inc. ▇.▇.▇▇▇▇▇▇▇▇ and Co., Inc.
By:____________________ By:______________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer