HEADS OF AGREEMENT
This Agreement is entered into this 16th day of February, 2001 between Rotch Property Group Limited whose address is 00 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx XXX 0XX ("Rotch") and Xxxxxxx Hospitality Group, Inc whose address is 00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx Xxxxx 00000 ("Xxxxxxx"), wherein the parties agree as follows:
The parties desire to enter into a strategic alliance, relative to the hotel acquisition, leasing, development and management activity of both parties, as they specifically relate to the UK and Europe, and, where appropriate, as they relate to the USA.
The parties agree:
1. Rotch will engage Xxxxxxx to provide hotel consulting, asset oversight, acquisition review, operational review, pre opening or pre takeover technical services and ongoing property management for Rotch.
2. Xxxxxxx will refer to Rotch, any relevant hotel acquisition, leasing, workout or other opportunities that meet Rotch's criteria.
3. Rotch will assist Xxxxxxx in securing acquisition, fmancing, leasing, development, and management opportunities where Xxxxxxx needs such assistance, in allowing Xxxxxxx to advise potential owners, sellers and others of Xxxxxxx'x relationship with Rotch as outlined herein, and disclose Rotch's history, portfolio and any other information approved for dissemination by Rotch.
4. In cooperation with Xxxxx, Xxxxxxx will work to bring an international hotel franchise to the UK and Europe.
5. Xxxxxxx will seek to achieve an arbitrage opportunity in hotel values through rebranding, as well as using B2B and other Xxxxxxx methodologies.
6. Using Xxxxxxx relationships, Xxxxxxx will introduce and promote the Rotch interactive property management system to other groups.
For the provision of services outlined above, Xxxxxxx will receive customary fees together with equity participations under a mutually agreeable formula.
Additionally, Xxxxxxx will offer to Rotch, shares and/or options in Xxxxxxx, at a price and under a formula to be mutually agreed upon.
This letter constitutes the understanding between Rotch and Xxxxxxx, and a formal and more definitive agreement will be entered into between the parties within 30 days.
Agreed: Mr. Xxxxxxx Xxxxxxxxx, Chairman, Rotch Property Group Limited and
Xx. Xxxx X Xxxxxx, Chief Executive Officer, Xxxxxxx Hospitality Group, Inc.
