EXHIBIT 10.96


 


FIRST AMENDMENT TO
ADVISORY SERVICES AGREEMENT


 


THIS FIRST
AMENDMENT (this “Amendment”) TO ADVISORY SERVICES AGREEMENT dated November 4,
2003 is between SECURITY CAPITAL CORPORATION, a Delaware corporation,
(“Security Capital”) and CAPITAL PARTNERS, INC., a Connecticut corporation
(“Capital Partners”).


 


Recitals


 


The following
recitals are representations with respect to certain factual matters that form
the basis of this Amendment and are an integral part of this Amendment.


 


A.            Security Capital and Capital
Partners entered into an Advisory Services Agreement dated January 1, 2003 (the
“Advisory Services Agreement”). 
Pursuant to the terms and conditions of the Advisory Services Agreement,
Capital Partners agreed to provide and Security Capital agreed to accept
advisory and other services to Security Capital and its subsidiaries in the
areas of investment, general administration, corporate development, strategic
planning, stockholder relations, financial matters and general business policy.


 


B.            In consideration of Capital Partners
entering into the Advisory Services Agreement, Security Capital agreed to pay
to Capital Partners and advisory fee (the “Fee”) at the rate of $1,250,000 per
annum for the services described in Recital A hereto.  Security Capital and Capital Partners further agreed that the Fee
shall be payable in equal quarterly installments, in arrears, with the first
payment for the quarter commencing January 1, 2003 and ending March 31, 2003
payable on April 26, 2003 and with the installment for each succeeding quarter
payable on the 26th day of the month following the end of such
quarter.


 


Security
Capital and Capital Partners further agreed that the Fee shall be subject to an
appropriate adjustment, as reasonably agreed by the parties pursuant to Section
7 of the Advisory Services Agreement, whenever there is the occurrence of any
material unforeseen event, including, but not limited to, any significant
change in the scope of the operations of Security Capital, such as, for example,
a significant change in scope which results from any acquisition or disposition
made by Security Capital.


 


Agreement


 


NOW, THEREFORE, in
consideration of the agreement and the undertakings of the parties hereto to
amend the Advisory Services Agreement, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1.             Section 3 (Advisory Fee) of the Advisory Services
Agreement is hereby amended in its entirety as follows:


 


3.  Advisory Fee.  Security Capital shall pay to Capital
Partners an advisory fee (the “Fee”) at the rate of $1,400,000 per annum for
the calendar year 2003 and at a rate of $1,550,000 for the calendar year 2004
for the services described in Section 1. 
The Fee shall be payable in equal quarterly installments, in arrears,
with the installment for each quarter payable on or before the 26th
day of the month following the end of such quarter. Notwithstanding such
required equal quarterly payments, an amount of $150,000, the amount of the
retroactive adjustment to the Fee for the 2003 calendar year reflected in this
amended rate per annum of $1,400,000, is payable on or before January 26,
2004.  At the sole discretion of
Security Capital, full or partial payments of the Fee may be made in advance of
any quarterly due date but no discount from the amounts owing shall be taken.


 


Furthermore, Security Capital shall pay to Capital Partners a one-time
investment banking fee of $150,000 in consideration of the services that
Capital Partners provided to Security Capital and its subsidiary,
CompManagement, Inc., to help consummate the acquisition of Octagon Risk
Services, Inc.  This one-time fee shall
be payable on or before December 1, 2003.


 

















 


The Fee shall be subject to an appropriate adjustment, as reasonably
agreed by the parties pursuant to Section 7, whenever there is the occurrence
of any material unforeseen event, including, but not limited to, any
significant change in the scope of the operations of Security Capital, such as,
for example, a significant change in scope which results from any acquisition
or disposition made by Security Capital.


 


The Fee shall be exclusive of reasonable out-of-pocket costs incurred
by Capital Partners directly in the performance of the services described in
Section 1.


 


2.             Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall
be an original, but all of which together shall constitute one and the same
instrument.


 


3.             Governing Law.  This Amendment shall be
governed by and construed in accordance with the laws of the State on New York.


 


IN WITNESS
WHEREOF,  the parties hereto have caused this Agreement to be duly
executed as of the date first above written.


 


	
   

  	
  SECURITY
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane M.
  LaPointe

  	
   

  
	
   

  	
   

  	
  Diane M.
  LaPointe

  
	
   

  	
   

  	
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
  Date:  November 4, 2003

  
	
   

  	
   

  
	
   

  	
  CAPITAL
  PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian D.
  Fitzgerald

  	
   

  
	
   

  	
   

  	
  Brian D.
  Fitzgerald

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  Date:
  November 4, 2003