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EXHIBIT 10.4
THIRD AMENDMENT
to
ADVISORY AGREEMENT
between
AMERICAN REALTY TRUST, INC.
and
NATIONAL REALTY ADVISORS, INC.
This Third Amendment (the "Amendment") is made as of October 1,
1991 by and between American Realty Trust, Inc., a Georgia corporation (the
"Trust"), and National Realty Advisors, Inc., a Nevada corporation (the
"Advisor"), and amends the Advisory Agreement (the "Advisory Agreement") dated
as of October 4, 1989 as heretofore amended, between the Trust and the Advisor.
For good and valuable consideration, the receipt of which is
hereby acknowledged, the Trust and the Advisor hereby agree as follows:
1. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Advisory
Agreement.
2. Amendment of Base Compensation Formula. Effective
October 1, 1991, Section 8(a) of the Advisory Agreement
is hereby amended in its entirety to read as follows:
(a) Base Compensation. On or before the fifteenth
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(15th) day of each calendar month, the Trust shall
pay to the Advisor .0625% (.75% on an annualized
basis) of Average Invested Assets of the Trust
during the preceding month; provided however, that
at such time as the Trust's earnings for the four
preceding quarters equal or exceed $2.00 per
share, the Base Compensation shall increase to
.125% (one and one-half percent on an annualized
basis) of Average Invested Assets of the Trust
during the preceding month.
3. Other Provisions Unaffected. All other provisions of
the Advisory Agreement remain unchanged and in full
force and effect.
4. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED THEREIN.
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5. Counterparts. This Amendment may be executed in any
number of counterparts, and by the Trust and the
Advisor in separate counterparts, each of which shall
be original, but all of which together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties have entered into this Amendment
on April 21, 1992, and effective as of October 1, 1991.
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx,
President
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx,
Executive Vice President
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