AGREEMENT, dated October 1, 1996 by and between U.S. Golf and
Entertainment Inc., a Delaware corporation, having its principal office at 0
Xxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Company") and Xxxxx Xxxxxxx,
[through an entity called [_____________________], residing at
__________________________________ ("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, the Company is engaged in the business of acquiring and
opening golf practice and instructional centers; and
WHEREAS, Xxxxxxx, pursuant to an agreement with ____________________
(the "Agency") has the right (the "Rights") to operate and manage a golf
practice facility and golf pro shop (the "Facility") located at Bethpage State
Park, New York, through __________________, 199__ (the "Initial Term"); and
WHEREAS, Xxxxxxx intends to seek an extension of his Rights to operate
and manage the Facility through a period of at least ________ years following
the Initial Term (the "New Term"); and
WHEREAS, Xxxxxxx desires to grant an option to the Company to acquire
the Rights through the Initial Term and/or the New Term upon the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Grant of Option. Xxxxxxx hereby grants to the Company for full and
valuable consideration, the receipt of which is acknowledged, an option (the
"Option") to acquire the Rights to operate/manage the Facility during the
Initial Term or during the New Term (including rights to receive any and all
revenues in connection therewith) for consideration of the "Fair Market Value"
of the Rights.
2. Term of Option. The term of the option shall commence as of the date
hereof, and shall expire on December 31, 1999 (the "Term").
3. The Rights. The parties recognize that the Rights may be subject to
restrictions and/or limitations on their transfer and/or assignment by the
Agency and that it may be necessary to accomplish the Company's acquisition of
the Rights via a purchase of Xxxxx Xxxxxxx'x ownership interests in
_________________ or that it may be necessary to obtain the consent or approval
of the Agency.
4. Fair Market Value. The determination of the Fair Market Value for
the Rights shall be made by an independent appraiser selected by Xxxxxxx and the
Company, whose written appraisal shall take into account the following matters:
revenues and earnings, fixture investments by Xxxxxxx, length of contract and
payments/fees to Agency.
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5. Representation of Xxxxxxx. Xxxxxxx represents and warrants, as of
the date hereof and throughout the Term, that he is not a party to any agreement
that in any way limits or restricts his ability to sell or assign the Rights to
the Company.
6. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first written above.
U.S. GOLF AND ENTERTAINMENT
INC.
By:
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Xxxxxx Xxxxxxxxx, President
[Entity]
By:
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Xxxxx Xxxxxxx
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