FIRST AMENDMENT TO
MANAGEMENT AND SERVICES AGREEMENT
THIS FIRST AMENDMENT (this "First Amendment") to that certain
Management and Services Agreement by and between HLM DESIGN, INC., a Delaware
corporation ("Design") and HLM DESIGN OF THE NORTHWEST, ARCHITECTURE,
ENGINEERING AND PLANNING, P.C., an Oregon corporation formerly known as HLM of
Oregon, Architecture and Planning, P.C. ("HLM") as dated effective May 29, 1997
(the "Agreement") is hereby executed and agreed to by the undersigned. In
recognition of the fact that the purpose of this First Amendment is to revise
the Section of the Agreement subject hereto to reflect the original intent of
the parties, this First Amendment shall be effective retroactively as of May 29,
1997.
Section 13.e. of the Agreement is hereby amended and restated
to read in its entirety as follows:
Assignability. Design may assign this Agreement, and/or transfer,
assign or delegate any or all of its rights, obligations and
responsibilities under this Agreement, without the consent of HLM. This
Agreement is not transferrable or assignable by HLM without the prior
written consent of Design.
All other provisions of the Agreement shall remain unmodified and in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their duly authorized representatives, effective as of the
date set forth above.
HLM DESIGN, INC.
By: /s/ (illegible signature)
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HLM DESIGN OF THE
NORTHWEST, ARCHITECTURE,
ENGINEERING AND PLANNING,
P.C., F/K/A HLM OF OREGON,
ARCHITECTURE AND PLANNING,
P.C.
By: /s/ (illegible signature)
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