AMENDMENT NO. 2
TO
LICENSE AGREEMENT
This Amendment No. 2 to that certain License Agreement (the "Agreement")
dated as of August 1, 1995, (the "Agreement Date") by and between the National
Association for Stock Car Auto Racing, Inc., a Florida Corporation
("Licensor") and Saint Xxxxxxx Golf Corporation, a Nevada corporation
("Licensee"), is entered into as of May 6, 1997. All references herein to
capitalized terms not otherwise defined herein shall refer to the definitions
of such terms in the Agreement.
BACKGROUND
A. Pursuant to the Agreement, Licensee acquired certain licenses from
Licensor to use certain trademarks and service marks in the development,
design, operation, and promotion of indoor and outdoor go-cart racing
facilities having a NASCAR racing theme, and Licensor granted Licensee such
licenses, on the terms and conditions as set forth in the Agreement and
subsequent Amendment No. 1 entered into by Licensor and Licensee as of August
1, 1995, (the "Amendment"); and
B. Licensor and Licensee desire to amend the Agreement and the Amendment
to provide for certain further terms and conditions but to otherwise maintain
all other terms and conditions of the Agreement and the Amendment;
NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand
and paid and other good and valuable consideration, the receipt in sufficiency
of which is hereby acknowledged, and the terms and conditions set forth
herein, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Section 1 of the Agreement is hereby amended to provide that (i)
the scope of the license granted by Licensor to Licensee shall be exclusive to
the Territory as amended herein, provided that Licensee meets the terms and
conditions as set forth herein, and (ii) Licensor shall have the right to
license third parties in connection with the operation and promotion of
SpeedParks outside Las Vegas, Nevada.
2. The definition of Territory is hereby amended to be only Las
Vegas, Nevada, and Southern California under the terms and conditions
specifically set forth herein.
3. Sections 1, 15, 16, and 17 of the Agreement are hereby amended to
provide that Licensee shall have the exclusive right to utilize the NASCAR
Xxxx only in Las Vegas, Nevada, provided that Licensee opens said SpeedPark no
later than March 1, 1998. If Licensee fails to have the Las Vegas SpeedPark
opened and fully operational by said date, it will be considered an Event of
Default under the Agreement and Licensor shall have the right to terminate the
Agreement immediately upon notice to Licensee without any right to cure. If
Licensee opens said Las Vegas SpeedPark no later than March 1, 1998, Licensee
shall have the right to continue operating said SpeedPark pursuant to this
Agreement and subsequent Amendments through December 31, 2003.
4. Subject to the conditions herein, Licensee shall have the right to
choose one site in Southern California ("Site") where Licensee intends to open
a second SpeedPark pursuant to the Agreement. Upon Licensee notification,
Licensee shall have the exclusive right to utilize the NASCAR Xxxx pursuant to
the Agreement within a One Hundred (100) Mile radius of the Site provided that
Licensee has the Las Vegas SpeedPark opened and fully operational by March 1,
1998. If the SpeedPark at the California Site is not opened and fully
operational by March 1, 1999, Licensee's license shall be revoked with respect
to the California Site and its corresponding One Hundred (100) Mile radius and
Licensor shall have the right to license a third party to utilize the NASCAR
Xxxx in connection with a SpeedPark in the Southern California market. If
Licensee has the SpeedPark at the Southern California Site opened and fully
operational by March l, 1999, Licensee shall have the right to continue
operating said SpeedPark pursuant to this Agreement and subsequent Amendments
through December 31, 2003.
5. Commencing on July 1, 2002, through August 30, 2002, Licensor and
Licensee agree to enter into good faith negotiations regarding the renewal of
this Agreement.
6. Licensor owns the "NASCAR SpeedPark" trademark and design as seen
in Exhibit 1 and any variations thereof. Licensor shall have the right to
license the said NASCAR SpeedPark trademark and design to third parties at
NASCAR's discretion. Licensee shall have the right to continue using the
NASCAR SpeedPark trademark and design and any variations thereof in any of the
SpeedParks Licensee operates pursuant to this license during the term of this
Agreement.
7. Licensee agrees to allow Xxxx Xxxxxx to participate in SpeedPark
facilities developed by third parties outside Las Vegas, Nevada, and the Site
in Southern California if such an opportunity is available.
8. Section l 6(c)(vi) of the Agreement shall be canceled in its
entirety to accommodate the terms and conditions as provided herein.
9. Licensor agrees to continue supporting Licensee's development,
sponsorship, and marketing programs pursuant to the Agreement.
10. Licensor and Licensee hereby agree to negotiate in good faith to
establish minimum performance guidelines. If Licensor and Licensee cannot
mutually agree on such performance guidelines after a reasonable period of
negotiations, Licensor will have the right to establish performance guidelines
in its sole discretion. Licensor hereby reserves its right to exit the
Agreement effective August 1, 1998 (the "Exit Date"), if Licensee does not
meet such performance guidelines provided that Licensor gives at least sixty
(60) days written notice.
11. All other terms of the Agreement not amended herein shall remain in
full force and effect. To the extent that the terms and conditions herein are
not inconsistent with the prior Agreement and Amendment, such terms shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
the Agreement effective as of May 6, 1997.
LICENSOR: LICENSEE:
NATIONAL ASSOCIATION FOR SAINT XXXXXXX GOLF CORPORATION
STOCK CAR AUTO RACING. INC.
By: /s/ Xxxxxx Pyre /s/ Xxx Xxxxxx
Print Name: Xxxxxx Pyre Print Name: Xxx Xxxxxx
Date: 5/12/97 Date: 5/7/97
