FIRST AMENDMENT TO INDEMNIFICATION, REIMBURSEMENT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO INDEMNIFICATION, REIMBURSEMENT AND SECURITY AGREEMENT (this "Amendment"), dated as of January 31, 2002 by and among Options Talent Group, a Nevada...
EXHIBIT 10.19
FIRST AMENDMENT TO
INDEMNIFICATION, REIMBURSEMENT
AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO INDEMNIFICATION, REIMBURSEMENT AND SECURITY AGREEMENT
(this "Amendment"), dated as of January 31, 2002 by and among Options Talent
Group, a Nevada corporation f/k/a Sector Communications, Inc. (the "Company"),
eModel, Inc., a Delaware corporation (hereinafter together with any predecessor
entities, the "Subsidiary" and together with the Company, the "Debtors") and
Xxxxxx X. Xxxxxxx, a resident of the Commonwealth of Virginia (the " Secured
Party").
WHEREAS, the parties hereto have entered into that certain Indemnification,
Reimbursement and Security Agreement, dated January 14, 2002 ("Agreement").
WHEREAS, the Agreement referred to the Company as "Sector Communications,
Inc., a Nevada corporation."
WHEREAS, the Company filed Articles of Amendment to its Articles of
Incorporation with the Nevada Secretary of State on December 31, 2001 changing
its name to "Options Talent Group."
WHEREAS, the parties desire hereby to amend the Agreement to reflect the
Company's name change.
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements set forth below, the parties agree as follows:
1. AMENDMENT TO AGREEMENT. All references in the Agreement and in any other
document, agreement or instrument executed in connection therewith, to "Sector
Communications, Inc." shall be deleted and replaced with "Options Talent Group
(f/k/a Sector Communications, Inc.)", except where such reference was made with
respect to a date prior to December 31, 2001.
2. RATIFICATION OF AGREEMENT. Except as modified by the terms of this
Amendment, the Agreement is hereby ratified and confirmed in its entirety, and
shall remain in full force and effect in accordance with its terms.
3. GENERAL.
This Amendment shall be governed by the laws of the Commonwealth of
Virginia (without reference to its rules as to conflicts of law) and shall bind
and inure to the benefit of the heirs, personal representatives, executors,
administrators, successors and assigns of the parties. Capitalized terms not
defined herein shall have the meanings ascribed to them in the Agreement.
Captions are for convenience only and are not deemed to be part of this
Amendment. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile.
IN WITNESS WHEREOF, this First Amendment to Indemnification, Reimbursement
and Security Agreement has been executed by each of the parties hereto as of the
date first set forth above.
a Nevada corporation
f/k/a Sector Communications, Inc.
By: /S/ Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxx Xxxxx
Title: Chairman of the Board
Address: 0000 Xxxxxxx Xxxx Xxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
EMODEL, INC.
By: /S/ Xxxxxx Xxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
Accepted:
By:/S/ Xxxxxx Xxxxxxx
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Xxxxxx X. Xxxxxxx
c/o Federal News Service
000 Xxxxxxxx Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000