EXHIBIT (e)(6)
[QUEST EDUCATION CORPORATION]
June 26, 2000
Xx. Xxxxx Xxxxxx
Quest Education Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Re: Various Compensation Issues
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Dear Xxxxx:
This letter will amend that certain letter agreement dated January 8, 1998
between you and Quest Education Corporation, formerly Educational Medical, Inc.,
(the "Letter Agreement") in the following respects:
The following words, contained in the second paragraph of the Letter Agreement,
shall be deleted:
"you and Xx. Xxxxxx will receive, pro rata based on your then current regular
cash compensation, $500,000 plus 2% of the amount by the total Purchase Price
Per Share for all then outstanding shares exceeds $10.00 per share."
Such deleted words will be replaced by the following words:
"you will receive the lesser of (i) $847,742 or (ii) the maximum amount that can
be paid without being subject to an excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended."
The third and fourth paragraphs of the Letter Agreement, except for the last
sentence of the third paragraph, shall be deleted.
In all other respects the Letter Agreement will remain in full force and effect.
Sincerely,
/s/ Xxxxxx X. Xxxxx
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Secretary
Acknowledged and Agreed:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Date: June 26, 2000
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