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Exhibit 10.46
AMENDMENT NO. 5
TO
EMPLOYEE LEASE AGREEMENT
This Amendment No. 5 to Employee Lease Agreement, entered into as of
March 20, 1997, by and between MAJOR REALTY CORPORATION, a Delaware corporation
(hereinafter referred to as "Major"), HERITAGE NETWORK INCORPORATED, a Michigan
corporation (hereinafter referred to as "Heritage") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇▇").
W I T N E S S E T H;
WHEREAS, Major, Heritage and ▇▇▇▇▇▇▇▇▇ are parties to that certain
Employee Lease Agreement dated as of March 26, 1992, as amended by Amendment
No. 1 dated as of April 1, 1994, Amendment No. 2 dated as of January 1, 1995,
Amendment No. 3 dated as of April 1, 1995, and Amendment No. 4 dated as of
April 1, 1996 (the "Agreement"); and
WHEREAS, the parties desire to modify Sections 4 and 5 of the
Agreement regarding the lease term and annual lease fee, respectively, and to
make other modifications to the Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants
hereinafter set forth, and as provided by Section 10.(d) of the Agreement,
Major, Heritage and ▇▇▇▇▇▇▇▇▇ hereby mutually agree to amend the Agreement as
follows:
1. Section 4, "Term of Agreement," is hereby deleted and
replaced in its entirety by the following provisions:
This Agreement shall commence on April 1, 1996, and shall
continue through December 31, 1997. The term hereof automatically
shall be extended beyond December 31, 1997, for successive additional
periods of one (1) month. Either party may terminate this Agreement at
any time, with or without cause, by giving 30 days' advance written
notice to the other party. This Agreement shall automatically
terminate in the event that (i) ▇▇▇▇▇▇▇▇▇ ceases to be employed by
Heritage; (ii) ▇▇▇▇▇▇▇▇▇ ceases to serve as chief executive officer of
Major, either voluntarily or due to his illness, incapacity or death;
or (iii) ▇▇▇▇▇▇▇▇▇ is removed as chief executive officer of Major by
the Board of Directors of Major.
2. Subsection (a) of Section 5, "Cash Compensation," is
hereby deleted and replaced in its entirety by the following
provisions:
(a) Cash Compensation. Major agrees to pay to Heritage
an annual fee of $25,000 for the services of ▇▇▇▇▇▇▇▇▇ during
the term hereof, payable in monthly installments of $2,083.33
on the last day of each month, beginning on April 30, 1997.
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In addition, in the event that, prior to December 31, 1997, there is a
Change in Control of Major, Heritage shall be entitled to a fee in an
amount equal to one-half of one percent (0.5%) of the fair value of
the outstanding common stock of Major at the time of the Change in
Control, as determined by the consideration given in the Change of
Control transaction, up to a maximum fee of $75,000.00.
For purposes of this Note, a "Change in Control" shall be
deemed to have occurred:
(1) if any person (as used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") in effect
on the date hereof) or any group of persons acting in concert, other
than Major Realty, or any subsidiary of Major Realty, or employee
benefit plan (as defined in Section 3(3) of ERISA) maintained by Major
Realty, or Mortgagee becomes the "beneficial owner" (as defined in
Rule 13d-3 of the Exchange Act, except that a person also shall be
deemed to be the beneficial owner of all securities which such person
may have a right to acquire, whether or not such right is presently
exercisable) directly or indirectly, of securities of Major Realty
representing 50% or more of the combined voting power of all classes
of Major Realty's then outstanding securities ordinarily having the
power to vote in the election of directors; or
(2) upon the sale, in a single transaction or a series of
related transactions, of all or substantially all of Major Realty's
assets as they exist on the date hereof and the distribution of the
net proceeds thereof to Major Realty's stockholders, after payment or
provision for payment of Major Realty's debts; or
(3) in the event that, prior to December 31, 1997, Major has
entered into a contract relating to one of the transactions set forth
in subsections (1) and (2); provided, however, that the fee shall be
payable only upon the happening and at the time of the closing of such
transaction.
3. Except as otherwise provided herein, the Agreement shall remain in
full force and effect. Upon execution of this Amendment No. 5 by all of the
parties hereto, and thereafter, any reference to the Agreement shall be deemed
to be a reference to the Agreement as amended hereby.
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IN WITNESS HEREOF, the parties hereto have executed this Amendment No.
5 to Employee Lease Agreement as of the date first set forth above.
MAJOR REALTY CORPORATION HERITAGE NETWORK INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Chairman of the Board
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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