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EXHIBIT 4(K)(1)
AMENDMENT made as of this 20th day of December, 1996 by and between
Creative Learning Products, Inc., a New Jersey corporation (the "Corporation"),
and Xxxxxx Xxxxxxx (the "Consultant").
WHEREAS, the Corporation and the Consultant have entered into a
Consulting Agreement dated as of April 20, 1995 (the "Consulting Agreement") and
now desire to clarify the implementation of Section 3(b) of the Consulting
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, the parties hereto agree as follows (All capitalized terms as
used herein shall have the same meaning as defined in the Consulting Agreement):
1. If the Corporation becomes obligated to pay to the Consultant
the Bonus as provided in Section 3(b) of the Consulting Agreement, then the
Corporation shall satisfy such obligation by delivery to the Consultant of
1,333,333 shares of the Common Stock. If the Current Market Value is less than
$.75 per share, the Corporation shall issue to the Consultant such number of
additional shares of the Common Stock as is necessary so that the product of the
total number of shares issued and the Current Market Value of the Common Stock
is $1,000,000. For the purpose of Section 3(b) of the Consulting Agreement, the
Corporation will direct the Transfer Agent for the Common Stock to issue the
shares as the Bonus (the "Bonus Shares") within two business days after the
Bonus is earned. Anything in Section 3(b) of the Consulting Agreement to the
contrary notwithstanding, the Corporation shall include the Bonus Shares in a
Registration Statement on Form SB-2 under the Securities Act which it intends to
file not later than January 15, 1997 and as to which it shall use its best
efforts to have declared effective under the Securities Act. Upon such effective
date, the Corporation shall be deemed to have complied with the requirement set
forth in the last sentence of Section 3(b) of the Consulting Agreement.
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2. If the Consultant issues the Bonus Shares and, as a result of
sales by the Consultant of the Bonus Shares, he does not realize $1,000,000 in
gross proceeds from such sales, then the Corporation, in its sole discretion in
order to satisfy its obligation to the Consultant that he receive a Bonus of
$1,000,000, shall (a) issue to the Consultant such number of additional shares
of the Common Stock (the "Additional Shares") as shall have, on the effective
date of a registration statement under the Securities Act registering the
Additional Shares, a value equal to the difference between $1,000,000 and the
gross proceeds the Consultant has received or (b) pay the difference in cash.
The foregoing procedure shall be repeated until the Consultant shall have
realized from sales of shares of the Common Stock and/or payments in cash the
sum of $1,000,000 as a Bonus.
3. Except as modified by the foregoing two paragraphs, the
Consulting Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
as of the date and year first above written.
CREATIVE LEARNING PRODUCTS, INC.
By:_____________________________________
President
_____________________________________
Xxxxxx Xxxxxxx
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