SECOND AMENDMENT
TO
MANAGEMENT AGREEMENT
THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT (the "Amendment") is made
and entered into as of July 1, 1997, by and between CFA MANAGEMENT, INC., a
Florida corporation ("Manager"), and CAROLINA LUBES, INC., a Florida
corporation ("Owner").
RECITALS:
A. Manager and Owner are parties to that certain Amended and Restated
Management Agreement, dated August 15, 1988, as amended by that certain
Amendment to Management Agreement dated September 9, 1993 (the "Agreement").
B. Manager and Owner have agreed to modify the standard method of
calculating fees owed to Manager as compensation under the Agreement for the
three (3) month period ending September 30, 1997; and
C. Manager and Owner desire to memorialize such modification on the
terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Owner and Manager agree as
follows:
1. The parties hereby agree that for the three (3) month period ending
September 30, 1997, the calculation of the Management Fee shall be $
52,579.52.
2. All terms and conditions of the Management Agreement not amended by
this Amendment shall remain in full force and effect except to the
extent that they must be modified to effectuate the amendment
contemplated by this instrument. All defined terms shall have the same
meaning as in the Management Agreement unless otherwise defined herein.
3. Nothing contained herein shall imply or suggest similar
modifications to the Agreement will be made in the future.
4. This instrument shall be governed by and construed in accordance
with the laws of the State of Florida.
IN WITNESS WHEREOF, the Manager and Owner have executed this Amendment
as of the day and year set forth above.
Owner: Manager:
CAROLINA LUBES, INC. CFA MANAGEMENT, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
By: _________________________ By: _________________________
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx,
President President
