Exhibit 10.14.1
AMENDMENT TO ADVERTISING AGREEMENT
This AMENDMENT TO ADVERTISING AGREEMENT is entered into as of the 12th day
of June, 2003 (the "Amendment") by and between American Lawyer Media, Inc., a
Delaware corporation, ("ALM") and xxxxxXxxxxxx.xxx, Inc., a Delaware corporation
("ClickNsettle").
RECITALS
X. XXX and clickNsettle have previously entered into that certain
Advertising Agreement dated as of August 11, 2000 (the "Advertising Agreement").
X. XXX and ClickNsettle have agreed to amend the Advertising Agreement,
subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Recitals. The foregoing recitals are accurate and are
incorporated herein and made a part hereof.
2. Definitions. Each initially capitalized term used herein without
definition shall have the meaning ascribed to such term in the Advertising
Agreement.
3. Amendments. It is hereby agreed that Section IV.2 of the
Advertising Agreement shall be amended to read in its entirety as follows:
2. Cash Commitment. In the event that on the eighteen month
anniversary of the date hereof, Advertiser's Market Capitalization is not
at least $17,131,190 (that is, 30% greater than the product of (x) $4.175,
multiplied by (y) 4,103,279, the number of shares of Advertiser's common
stock issued and outstanding as of the date hereof before the issuance of
184,422 shares to ALM), then Advertiser shall purchase at least $250,000
of additional advertising from ALM in accordance with Schedule 1 attached
hereto. Any advertisement purchased by Advertiser pursuant to the
preceding sentence shall be purchased on ALM's standard terms and
conditions, subject to reasonable negotiations.
4. Full Force and Effect. Except as specifically modified or amended
by the terms of this Amendment, the Advertising Agreement is and shall continue,
in full force and effect and is hereby ratified and confirmed.
5. Counterparts. This Amendment may be executed in any number of
separate counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.
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6. Miscellaneous. This Amendment shall be binding upon all the
parties to the Advertising Agreement and their respective successors and
assigns, and shall be governed by, and construed and enforced in accordance
with, the internal laws in effect in the State of New York.
[INDIVIDUAL SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
AMERICAN LAWYER MEDIA, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
XXXXXXXXXXXX.XXX, INC.
By: /s/ Roy Israel
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Name: Roy Israel
Title: President & CEO
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Schedule 1
The $250,000 cash commitment of additional advertising shall be purchased by
clickNsettle in accordance with the following schedule:
1. $50,000 on or before August 11, 2003;
2. an additional $100,000 on or before December 31, 2003;
3. an additional $40,000 on or before March 31, 2004; and
4. the remaining $60,000 on or before June 30, 2004.
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