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First Amendment To Option And Consulting Agreement

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Sectors: Utilities
Effective Date: December 18, 1996
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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 L.T. Lawrence & 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
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