FIRST AMENDMENT TO MANAGEMENT AGREEMENT
FIRST
AMENDMENT TO MANAGEMENT AGREEMENT
This
First Amendment to Management Agreement (“First Amendment”) is entered into by
and between MOTION PICTURE HALL OF FAME, INC., a Nevada corporation (“Owner”)
and XXXXXX LEISURE MANAGEMENT, INC., a Delaware corporation
(“Operator”).
Whereas,
on March 26, 2004, Owner and Operator executed a Management Agreement for the
development, operation, maintenance and management of a Motion Picture Hall
of
Fame in Hollywood, California, and in other cities around the world (the
“Agreement”); and
Whereas,
Owner and Operator desire to amend the Agreement as herein set
forth.
Now,
therefore, for and in consideration of the sum of Ten Dollars ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, Owner and Operator agree as follows:
1. Section
12.11 of the Agreement is deleted in its entirety and replaced with the
following new Section 12.11:
“Successors
and Assigns. Neither Operator nor Owner may assign its interest under this
Agreement or any rights or duties hereunder to without the prior consent of
the
other party, which consent shall not be unreasonably withheld or delayed. The
transfer of a majority interest of the voting stock or general partnership
interests in Operator of Owner shall be deemed to be an assignment; provided,
however, if Operator or Owner shall be a publicly traded company, the foregoing
shall not apply. Subject to the foregoing, this Agreement shall be binding
upon
and inure to the benefit of the parties hereto and their respective successors
and assigns. Notwithstanding anything in this Agreement to the contrary Operator
may assign this Agreement to any Affiliate without the prior written consent
of
Owner.
In
the
event either Owner or Operator shall desire to become a publicly traded company,
the party desiring to become a publicly traded company (i) shall comply with
all
applicable laws, including disclosure and registration requirements, (ii) shall
waive any and claims against the other party arising out of such securities
offering, and (iii) shall indemnify and hold harmless the other party against
any and all claims made against the other party arising out of such securities
offering, and the procedures and terms set forth in Article X shall apply.”
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2.
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The
effective date of this First Amendment shall be March 27,
2004.
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3.
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All
definitions, terms and conditions of the Agreement not specifically
amended by this First Amendment shall remain unaltered in full force
and
effect.
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Exhibit
10.1
Page
1 of
2
Pages
In
witness whereof, Owner and Operator have caused this First Amendment to be
executed by its duly authorized representative.
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OWNER:
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OPERATOR:
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Xxxxxx
Leisure Management, Inc.
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/s/
Xxxxxx Xxxxxxxxx
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/s/
Xxxxx Line
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By:__________________________
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By:_________________________
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Name:
Xxxxxx Xxxxxxxxx
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Name:
Xxxxx Line
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Title:
President
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Title:
V.P. Legal & Business Development
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Date:
7-27-07
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Date:
9/14/07
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Exhibit
10.1
Page
2 of
2
Pages
