AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment to the Management Agreement (the "Agreement")
between Rent- A-Wreck of America, Inc., a Delaware corporation (the "Company")
and K.A.B., Inc., a Florida corporation ("Management Co.") dated June 30, 1993
is effective as of July 1, 1997.
Section 2.1 of the Agreement is replaced in its entirety with the following:
2.1 (a) During the term of the Agreement,
Management Co. shall be entitled to receive annual compensation in an
amount calculated pursuant to Sections 2.1(b) and (c), payable in
installments due within 45 days after the completion of each of the
Company's fiscal quarters. The Company may deduct therefrom any
withholding or deduction which may be required by law. In the event of
termination of this Agreement, the payment shall be prorated through
the date of termination. Management Co. represents and warrants that it
shall furnish services each year in an amount reasonably appropriate to
fulfill its management responsibilities hereunder.
(b) [RESERVED]
(c) The amount of compensation
payable to Management Co. shall be $250,000 per year. Notwithstanding
anything to the contrary herein, if the compensation amount for any
fiscal quarter as provided herein would cause the Company to report a
net loss (as calculated by the Company on the basis of the Company's
books and records in accordance with generally accepted accounting
principles consistently applied), the compensation shall be reduced to
the extent required to result in a breakeven bottom line for the
Company for the fiscal quarter; provided that any reduction of
compensation under this subparagraph shall be limited such that
Management Co. shall not receive less than $100,000 in any fiscal year.
All other provisions of the Agreement as amended to date shall remain unchanged
and in full force and effect.
RENT-A-WRECK OF AMERICA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice-Chairman of the Board
MANAGEMENT CO.
By: /s/
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Its: Chairman and
Chief Executive Officer