Exhibit 10.12
AGREEMENT
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This agreement is entered into on this 22nd day December, 1998, between
R. Xxxxxx Xxxxx ("Xxxxx") and RDA Consultants Limited ("RDA").
R-1. On or about May 6, 1998, RDA paid $110,000 for a membership
("Membership") to the Caves Valley Golf Club, Inc. (the "Club"). Under the
agreement with the Club, termination of the Membership will result in an
immediate $55,000 refund, with the remaining $55,000 to be refunded ten years
thereafter.
R-2. The Club Membership was obtained in Xxxxx'x name and not RDA's name
for reasons beyond the parties' control.
R-3. The parties intend that the Membership belong to RDA and be used
only to develop and maintain business relationships for RDA.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the adequacy and
receipt of which is hereby acknowledged, the parties agree as follows:
1. The Membership belongs to RDA and RDA shall pay all fees or dues
associated with its maintenance.
2. Xxxxx shall use the Membership only for RDA business purposes and only so
long as he is CEO of RDA. If he ceases to serve as the CEO of RDA, Xxxxx shall
have the option, upon payment of $110,000, to obtain all rights to the
Membership from RDA. Upon such payment by Xxxxx, this Agreement shall be
terminated.
3. Xxxxx hereby transfers and assigns the Membership, as well as all rights
to receive refunds upon termination thereof to RDA. Xxxxx shall have no
liability to RDA resulting from any failure by the Club to refund any amounts
paid for the Membership or any default by the Club. Xxxxx agrees that he shall
not further assign or transfer the Membership or in any way deal with the
Membership as if it were a personal asset for any purpose.
This agreement shall be binding on the heirs, successors and permitted
assigns of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.
WITNESS:
/s/ Xxxxxx X. Xxxxxxxx /s/ R. Xxxxxx Xxxxx
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R. Xxxxxx Xxxxx
ATTEST: RDA Consultants Limited
/s/ Xxxxxx X. Xxxxxxxx By: /s/[illegible]^^
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