SECOND AMENDMENT
This Second Amendment (the "Amendment") is made and entered into as of
the 22nd day of February, 1995, by and between ZML - North Central Plaza
Three Limited Partnership ("Landlord") by its agent, Equity Office Properties,
Inc., and The Management Alliance Corporation, a Texas corporation ("Tenant").
WITNESSETH
A. WHEREAS, Landlord and Tenant are parties to that certain lease dated the
nineteenth (19th) day of December, 1994 which originally contained 4,276
rentable square feet of space described as Suite Nos. 220 and 1170 on the
second (2nd) and eleventh (11th) floors (the "Original Premises") of the
building commonly known as North Central Plaza Three and the address of which
is 00000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxx, Xxxxx (the "Building"), which lease
has been previously amended by the First Amendment dated February 20, 1995
which expanded the Original Premises to 18,011 rentable square feet on the
second (2nd), fourth (4th) and eleventh (11th) floors in the Building (the
"Premises") (collectively the "Lease");
B. WHEREAS, the Lease by its terms shall expire on March 31, 1998 ("Prior
Termination Date"), and the parties desire to extend the Lease, all on the terms
and conditions herein after set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
I. EXTENSION. The Lease Term is hereby modified from three (3) years
three (3) months and zero (0) days expiring on March 31, 1998 ("Prior
Termination Date") to three (3) years four (4) months and zero (0) days
expiring on April 30, 1998 ("Extended Termination Date"), unless sooner
terminated in accordance with the terms of the Lease.
II. MONTHLY BASE RENTAL.
A. As of the date hereof, the schedule of monthly installments of Base
Rental with respect to the Original Premises contained in Exhibit
B-1 to the Lease is deleted and the following is substituted
therefor;
Tenant shall pay Landlord the sum of one hundred ninety-three
thousand four hundred seventy-three and 20/100 Dollars ($193,473.20)
as Base Rental for the Lease Term in forty (40) monthly installment
as follows:
(i). Forty (40) monthly installment of $4,836.83 payable on or
before the first day of each month during the period beginning
January 1, 1995 and ending April 30, 1998.
B. Tenant shall pay Base Rental, Additional Base Rental and other
charges under the Lease with respect to the Expansion Space (as
defined in the First Amendment) in accordance with the First
Amendment.
All such Base Rental shall be payable by Tenant in accordance with
the terms of Article V of the Lease.
III. MISCELLANEOUS.
A. This Amendment sets forth the entire agreement between the
parties with respect to the matters set forth herein. There have
been no additional oral or written representations or agreements.
B. Except as herein modified or amended, the provisions, conditions
and terms of the Lease shall remain unchanged and in full force and
effect.
C. In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment shall
govern and control.
D. Submission of this Amendment by Landlord is not an offer to
enter into this Amendment but rather is a solicitation for such an
offer by Tenant. Landlord shall not be bound by this Amendment until
Landlord has executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have the same
definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this
Amendment.
F. This Amendment shall be of no force and effect unless and until
accepted by any guarantors of the Lease, who by signing below shall
agree that their guarantee shall apply to the Lease as amended
herein, unless such requirement is waived by Landlord in writing.
G. Tenant hereby represents to Landlord that Tenant has dealt with
no broker other than Xxxx X. Xxxxxx in connection with this
Amendment. Tenant agrees to indemnify and hold Landlord and the
Landlord Related Parties harmless from all claims of any brokers
claiming to have represented Tenant in connection with this
Amendment.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.
ATTESTATION: LANDLORD: ZML - North Central Plaza Three
Limited Partnership
BY: EQUITY OFFICE PROPERTIES, INC.,
as Agent
/s/ Xxx Xxxxxxxxxx By: /s/ Xxxxxx Xxxxxxx
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3/10/95 Name: XXXXXX XXXXXXX
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Title: VP-ASSET MANAGEMENT
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TENANT: The Management Alliance Corporation
a Texas corporation
By: /s/ Xxxx X. Xxxxxx, Pres.
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Name: Xxxx X. Xxxxxx
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Title: Pres.
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GUARANTOR: Diversified Human Resources Group, Inc.
a Texas corporation
By: /s/ M. Xxx Xxxxxxx, C.F.O.
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Name: M. Xxx Xxxxxxx
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Title: C.F.O.
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