EXHIBIT 10.2
OPTION AGREEMENT
This Option Agreement is entered into effective this 31st day of March,
2002, between Greater Houston Gulf Partnership Ltd., a Texas limited partnership
("Grantor") and Xxxxx Xxxxxxx and Xxxxxxxx Xxxxxxx (collectively, "Grantee")
WHEREAS, Grantor is the owner of seventy-three units in Capistrano Villas,
an addition to Xxxxxx County, Texas, more particularly described on Exhibit "A"
attached hereto and made a part hereof for all purposes (the "Unencumbered
Property") and four units in Capistrano Villas more particularly described on
Exhibit A-1 attached hereto and made a part hereof for all purposes (the
"Encumbered Property") (the Unencumbered Property and the Encumbered Property
being sometimes hereinafter referred to as the "Property"); and
WHEREAS, Grantor is indebted to Xxxxx Xxxxxxx as evidenced by that certain
promissory note dated October 19, 1999 in the original principal amount of
$150,000, with a current balance of $660,942.24 as of March 31, 2002, less
deficit capital account recovery (the "Note"); and
WHEREAS, Grantee has agreed to transfer their respective interests in and
to limited partnership and Greater Houston Gulf G. P., Inc., the general partner
of the limited partnership to Rampart Properties L.L.C.; and
WHEREAS, Grantee has requested Grantor grant them an exclusive option to
purchase the Property for a period of ninety days; and
WHEREAS, Grantor has agreed to grant such option subject to the following
terms and conditions:
NOW, THEREFORE KNOW ALL MEN BY THESE PRESENTS:
1. That for and in consideration of the forgiveness of the Note by Xxxxx
Xxxxxxx and the transfer of the limited partnership interests of Xxxxx
Xxxxxxx and Xxxxxxxx Xxxxxxx and the shares of Grantee in Greater
Houston Gulf Partners G.P., Inc. as set forth above, Grantor hereby
grants unto Grantee an exclusive option for a period of ninety (90)
days from the date hereof to purchase the Property for a cash purchase
price as set forth on Exhibit "B" attached hereto and made a part
hereof for all purposes.
2. Xxxxx Xxxxxxx agrees to deliver the Note marked "Cancelled" to Grantor
simultaneously with the execution of this Option Agreement.
3. Grantor agrees that it will not market the Property during the Option
period.
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4. Grantor agrees that in the event Grantee exercises his option under
this Option Agreement, it will convey the Unencumbered Property by
Special Warranty Deed, free and clear of all deed of trust liens,
subject to any other matters of record in Xxxxxx County, Texas which
affect the property, to Grantee or Grantee's designee, and will convey
all of its right, title and interest including, without limitations,
all rights to any claims of redemption in the Encumbered Property by
Special Warranty Deed subject to those matters of record in Xxxxxx
County, Texas, which affect the property to Grantee or Grantee's
designee.
5. Grantor and Grantee agree that this Option Agreement may not be
assigned.
6. Grantee hereby releases and forever discharges Grantor, its respective
shareholders, directors, officers, employees, contractors, agents,
attorneys, successors, and assigns (the "Grantor Parties") from any
and all claims, demands, rights and causes of action for damages or
any other relief of any nature whatsoever, whether known or unknown,
either at law or in equity, which Grantee has, or claims to have, or
ever had, or ever claims to have had, against the Grantor parties
which claims lie in tort or contract or otherwise, in whole or in
part, arising out of or in any way connected with the act or omission
of the Grantor Parties with respect to Grantee, their respective heirs
or assigns.
7. Upon Grantee exercising the option granted herein, Grantor hereby
releases and forever discharges Grantee, their respective heirs,
employees, contractors, agents, attorneys, successors and assigns (the
Grantee parties") from any and all known and disclosed claims,
demands, rights and causes of action for damages or any other relief
of any nature whatsoever, either at law or in equity, against the
Grantee Parties which claims lie in tort or contract or otherwise, in
whole or in part, arising out of or in any way connected with the act
or omission of the Grantee Parties with respect to Grantor, or any
entity affiliated with or related to Grantor.
8. Grantor and Grantee agree that in the event Grantee has not exercised
its right to purchase under this Agreement within ninety (90) days
from the date hereof, this Agreement shall automatically terminate and
become void without any further requirements.
9. Grantee agrees not to record this Option Agreement; however Grantor
agrees, upon written request from Grantee to record a Memorandum of
Option Agreement.
Rampart Properties L.L.C. joins in the execution of this Option Agreement
to evidence its agreement not to transfer the Property or cause to be
transferred by reason of default or otherwise, during the term of this Option
Agreement.
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EACH PARTY HERETO AGREES THAT THIS OPTION AGREEMENT IS THE ONLY AGREEMENT
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THAT THIS OPTION
AGREEMENT MAY ONLY BE AMENDED OR MODIFIED BY WRITTEN AGREEMENT EXECUTED BY EACH
PARTY. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED this 29th day of March, 2002, to be effective as of March 31,
2002.
GRANTOR:
GREATER HOUSTON GULF
PARTNERSHIP, LTD.
By: Greater Houston Gulf
Partnership G. P., Inc., its
General Partner
By: /s/ X. X. Xxxxxxxxx
X. X. Xxxxxxxxx
President
GRANTEE:
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
CONSENTING PARTY:
RAMPART PROPERTIES L.L.C.
By: /s/ X. X. Xxxxxxxxx
X. X. Xxxxxxxxx
President
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STATE OF TEXAS |
|
COUNTY OF XXXXXX |
THIS INSTRUMENT WAS ACKNOWLEDGED this 3rd day of April, 2002, by X. X.
Xxxxxxxxx, President of Greater Houston Gulf Partnership G. P., Inc., a Texas
corporation, General Partner of Greater Houston Gulf Partnership, Ltd., a Texas
limited partnership, on behalf of said limited partnership.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Notary Public for the
State of Texas
STATE OF TEXAS |
|
COUNTY OF XXXXXX |
THIS INSTRUMENT WAS ACKNOWLEDGED this 3rd day of April, 2002, by X. X.
Xxxxxxxxx, President of Rampart Properties L.L.C., a Nevada limited liability
company, on behalf of said company.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Notary Public for the
State of Texas
STATE OF TEXAS |
|
COUNTY OF XXXXXX |
THIS INSTRUMENT WAS ACKNOWLEDGED this 29th day of March, 2002, by XXXXX
XXXXXXX.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Notary Public for the
State of Texas
STATE OF TEXAS |
|
COUNTY OF XXXXXX |
THIS INSTRUMENT WAS ACKNOWLEDGED this 29th day of March, 2002, by XXXXXXXX
XXXXXXX.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Notary Public for the
State of Texas
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EXHIBIT "B"
-----------
"PURCHASE PRICE CALCULATION"
ESTIMATED AS OF 3/31/02
-----------------------
Cash <$21,000.00>
A/P's Currents 37,893.00
A/P's Xxxxxx Xxxxxxx 2,750.00
Xxxxx Xxxxx 400.00
Xxxxx Xxxxxxxx 800.00
Xxxxxxx Xxxxxx 3,300.00
ASAP Communications 6,500.00
Other Old Payables 0.00
N/P Southwest Bank of Texas 1,502,379.00
N/P Rampart Capital L.L.C. 1,364,344.00
N/P Rampart Capital L.L.C. 466,073.00
Property Taxes payable 121,000.00
-------------
Base Purchase Price $3,484,439.00
+/- variance to items
listed above as of 3/31/02
or subsequent settlement dates $ ___________
+$785 per diem from 3/31/02
to closing $ ___________
Total Purchase Price $ ___________
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