This Extension (this "Agreement") to that certain Management Agreement
dated March 3, 1997 (the "Management Agreement"), made as of this 25th day of
March, 2004, is entered into by and between The Major Automotive Companies, Inc.
(f/k/a Fidelity Holdings, Inc.), a Nevada corporation (the "Company"), and Bruce
Bendell and Harold Bendell, individuals with primary business offices located at
41-40 Northern Boulevard, Long Island City, NY 11101 (jointly, the "Managers").
WHEREAS, pursuant to the Management Agreement, Messrs. Bendell were
appointed, hired and engaged as Managers to manage the motor vehicle operations
of the Company as consolidated under the Major Automotive Group, Inc., in the
manner as theretofore conducted, including, but not limited to the purchase,
financing, leasing and sale of motor vehicles; and further
WHEREAS, the term of the Management Agreement has been extended from
its anticipated initial termination date of December 31, 2002 upon mutual oral
agreement of the parties; and further
WHEREAS, the Company and the Managers desire to further extend the term
of the Management Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and agreements
hereinafter contained, it is agreed as follows:
1. Extension to Management Agreement.
Sections 3(a) and 3(b) of the Management Agreement are hereby deleted
in their entirety and replaced with the following:
"(a) The initial term of this Management Agreement shall end on
December 31, 2005, unless extended as provided below in (b) or (c).
(b) In the event that on December 31, 2005, the Company, directly or
indirectly, retains ownership of the dealerships, this Management
Agreement shall continue upon the unilateral decision of the affected
Manager or Managers."
2. Full Force and Effect.
Except as specifically amended hereby, all of the terms and provisions
of the Management Agreement shall remain in full force and effect.
This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall be deemed to
be one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.
Very truly yours,
The Major Automotive Companies, Inc.