SECOND AMENDMENT TO
CONSULTING AND NON-COMPETITION AGREEMENT
This Second Amendment to Consulting and Non-Competition Agreement,
entered into this 1st day of August, 1997, by and between ▇▇▇▇▇ ▇▇▇▇▇, INC., an
Indiana corporation (the "Company"), and ▇.▇. ▇▇▇▇▇ (the "Consultant"), amends
the Consulting and Non-Competition Agreement between the Company and the
Consultant dated June 1, 1995, as amended by the First Amendment to Consulting
and Non-Competition Agreement dated September 11, 1996 (the "Consulting and
Non-Competition Agreement").
WITNESSETH THAT:
WHEREAS, the Company and the Consultant entered into the Consulting and
Non-Competition Agreement; and
WHEREAS, the parties hereto have concluded that it is in their mutual
best interest to modify the provisions thereof with respect to the annual
compensation of the Consultant;
NOW, THEREFORE, in consideration of these premises and of the mutual
agreements herein contained, it is agreed as follows:
1. Paragraph 5(a) of the Consulting and Non-Competition Agreement
shall be, and it hereby is, amended as follows:
(a) Consulting Fees. Beginning August 1, 1997, the Consultant shall be
paid a consulting fee during the Term of $24,000 per year (the "Fee"),
which Fee shall be paid in equal monthly installments of $2,000. The
Fee shall not be subject to any deductions or withholdings, for tax or
other purposes, by the Company.
2. Except as modified by this Agreement, all of the rights, terms and
conditions in the Consulting and Non-Competition Agreement, as heretofore
amended, shall remain in full force and effect.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Amendment to
Consulting and Non-Competition Agreement as of the date first above written.
▇▇▇▇▇ ▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive
Officer & President
CONSULTANT
/s/ ▇.▇. ▇▇▇▇▇
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▇.▇. ▇▇▇▇▇