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3.3. Exhibit C. Exhibit "C" of the Agreement is hereby deleted in its entirety and <br />replaced with Exhibit "C" attached hereto and incorporated herein by reference. <br />3.4 Continuing Effect of Agreement. Except as amended by this First <br />Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. <br />From and after the date of this First Amendment, whenever the term "Agreement" appears in the <br />Agreement, it shall mean the Agreement as amended by this First Amendment. <br />3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that <br />they have each received adequate and independent consideration for the performance of the <br />obligations they have undertaken pursuant to this First Amendment. <br />3.6 Counterparts. This First Amendment may be executed in duplicate originals, each <br />of which is deemed to be an original, but when taken together shall constitute but one and the <br />same instrument. <br />[SIGNATURES ON FOLLOWING PAGE] <br />2 <br />