EXHIBIT 10.1
OPTION AGREEMENT RELATING TO LAND AT CLEVELAND QUARRIES
This "Option Agreement" is made and entered into this 24th day of May 2004 by
and between AMERICAN STONE CORPORATION, having an address at 000 Xxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxx, Xxxx 00000 (the "Grantor") and TRANS EUROPEAN SECURITIES
INTERNATIONAL LLP or other designee of Xxxx Xxxx, having an address at Squire,
Xxxxxxx & Xxxxxxx L.L.P., c/o Xxxxxxx X. Xxxxxxxx, Esq., 0000 Xxx Xxxxx, 000
Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000-0000 (the "Grantee").
1. In consideration of the sum of $250,000.00 ("Option Fee") paid by
the Grantee to the Grantor in accordance with the terms hereof.
Grantor does hereby grant to Grantee an exclusive option ("Option")
to purchase the property more particularly described on Exhibit A
attached hereto and incorporated herein (the "Property") for the sum
(the "Purchase Price") of Twenty-Three Million Seven Hundred and
Forty Thousand and No/100 Dollars ($23,740,000.00) at any time
during the period commencing on the date hereof and ending on the
last day of the fifteenth (15th) month thereafter on August 31, 2005
(the "Option Period"), on the terms and conditions contained herein.
2. The Option Fee shall be paid in two equal installments of
$125,000.00 each, one installment due on the date hereof (as a
condition to the effectiveness hereof), and the second installment
payable on the two hundred seventieth (270th) day hereafter (i.e.,
February 18, 2005).
3. The Option may be exercised by Grantee at any time within the Option
Period on receipt by Grantor of written notice given by or on behalf
of the Grantee which references this Agreement, which notice
("Option Notice") shall be signed by Grantee or on the Grantee's
behalf and delivered to the Grantor at its address set forth above.
4. The date of receipt by Grantor of the Option Notice shall be deemed
to be the date of exercise of the Option.
5. Grantee intends to improve and use the Property for development of a
mixed-use project (the "Project") or any other lawful purpose
Grantee may desire, in its sole and exclusive discretion ("Grantee's
Use"). It is therefore a condition of Grantee's obligation to close
hereunder that, prior to closing (hereinafter defined), Grantee
secures all governmental and non-governmental permits, licenses,
access and right-of-way agreements and approvals, including, but not
limited to, building, excavation, signs, special use, curb cuts,
utilities, environmental and sanitary facilities permits form the
Government (hereinafter defined) which are required or may be
desired for the construction and operation of such improvements for
Grantee's Use ("Permits").
Exhibit 10.1
Page 1 of 13
6. Grantee shall have the right at all times either prior to the
expiration of the Option Period or subsequent to the exercise of the
Option but prior to Closing, to make application for and diligently
pursue the issuance of the Permits and shall prepare or cause to be
prepared all plans and specifications required therefor. Permits
shall be deemed to have been obtained only after being lawfully
issued and after all application periods for appeal contesting such
issuance have expired with no appeals having been taken, or if any
appeals have been taken, such appeals having finally been resolved
in favor of such issuance. If the Property is not presently zoned,
platted, subdivided or lot split to permit the transfer, improvement
and use of the Property for Grantee's Use, Grantee, at its sole
expense, may take all necessary and proper steps and proceedings to
obtain a change or existing zoning, platting, variance in zoning,
subdivision, lot split, or other order appropriate under the
applicable zoning laws and regulations desired for Grantee's Use and
improvement of the Property ("Zoning"). In the event that Grantee
obtains a change in Zoning but then terminates this Agreement, upon
Grantor's request Grantee shall cooperate to again change the Zoning
to that which exists on the date hereof (all Grantee's expense).
7. Grantor shall reasonably cooperate with Grantee and assist Grantee,
at Grantee's cost, to secure the Permits and Zoning and any
easements in such form as reasonable requested by Grantee and within
Grantor's control to grant or obtain, including filing any
applications or actions therefor or joining with Grantee therein,
provided that the foregoing does not impose any cost or liability on
Grantor or its property. Grantor shall execute any documents
reasonably required by any federal, state, local, or other
governmental agencies, authorities, instrumentalities, departments
or bodies ("Government"), to the extent required by the Government,
for the purpose of securing Permits and Zoning. Grantee shall have
the right to decide, in its sole and exclusive discretion, whether
or not to institute any application, proceedings or litigation, or
otherwise take, pursue, defend or participate in the defense of any
judicial or administrative appeals from any grant or denial, or
upholding or reversal of any grant or denial, of any of all Permits
or Zoning. Grantee shall have the right, in its sole and exclusive
discretion, to abandon or terminate any of the foregoing activities
at any time and at any stage thereof. If Grantee shall, in its sole
or exclusive discretion, decide not to institute (or having
instituted, to abandon or terminate) any application, proceeding or
litigation to obtain the requisite Permits or Zoning, if the Grantee
is unable to obtain the same, or if any litigation is threatened or
initiated to prevent or hinder the improvement or use of the
Property for Grantee's Use, then in any such event, Grantee may
terminate this Option, and Grantor shall retain the Option Fee.
8. Grantee shall not be obligated to dedicate any Property, accept or
give any concessions or conditions to secure Permits or Zoning, or
improve or develop the Property or adjacent lands, streets or
highways or pay any impact or development fees or incidental costs
in order to secure Permits or Zoning required for Grantee's Use. At
Closing Grantor shall transfer to Grantee, where transferable by
law, all existing Permits owned by Grantor which are required or
desired for Grantee's Use. The Grantee shall keep the Grantor fully
and properly informed in writing of the process of such application
and any connected appeal or other proceedings and supply the Grantor
upon written request with copies of all relevant documents and
correspondence relating thereto. Grantor shall not file any
objection to or oppose any Permit, Zoning, application, proceeding,
litigation, defense, or appeal undertaken by Grantee in pursuit of
Grantee's Use.
Exhibit 10.1
Page 2 of 13
9. The Grantor hereby agrees that if at the expiration of the Option
Period the Grantee shall have received a refusal of the Permits and
Zoning or an approval of the Permits and Zoning which is subject to
a conditions or conditions, an in either case shall desire to appeal
or shall be in the process of an appeal against such refusal or
condition or conditions then the Option Period shall be extended so
as to expire 98 days after the Grantee shall have received the
decision notice in writing of such appeal or otherwise after any
appeal in respect of such decision notice instigated by or on behalf
of the Grantee shall have been finally disposed of.
10. If at the expiration of the Option Period, as may have been extended
pursuant to the preceding paragraph, the Government shall have
issued a refusal of the proposed Project but shall indicate in
writing that such approval would be granted subject to further
agreements, the Option Period shall be extended so as to enable the
Grantee to negotiate and enter into such an agreement and to allow
the Grantee to submit any necessary and further applications for
planning permission and the Option Period shall expire 98 days after
the refusal was issued.
11. In the event that Grantee exercises the Option as provided herein,
Grantor agrees to sell and convey to Grantee, and Grantee agrees to
purchase and accept from Grantor, the Property on the following
terms and conditions:
(a) The Purchase Price shall be subject to a credit toward such
Purchase Price in the amount of the Option Fee paid to Grantor
by Grantee and to other credits, costs and prorations as set
forth herein. The Purchase Price shall be payable as follows:
(i) on the Closing Date, the sum of Five Million and No/100
Dollars ($5,000,000.00), (ii) on the first anniversary of the
Closing Date, the sum of Ten Million and No/100 Dollars
($10,000,000.00), (iii) on the second anniversary of the
Closing Date, the balance of Purchase Price, acknowledging a
credit toward such balance in the amount of the Option Fee
paid to Grantor by Grantee. Grantee's obligation to pay the
Purchase Price to the Grantor shall be evidenced by a cognovit
promissory note, mortgage, assignment of rents and leases, and
such other customary financing instruments (collectively,
"Grantor Financing") as required by Grantor and shall be in
form and substance as required by Grantor. In the event that
Grantee fails in its obligations to pay the Purchase Price to
Grantor, Grantor may foreclose and re-take the Property
without any requirement to repay any portion of the Purchase
Price to the Grantee.
(b) The closing for the transaction contemplated by this Option
Agreement ("Closing Date") shall be thirty (30) days following
the date the Option is exercised, or the expiration of the
Option Period, whichever is later, whether or not the Permits
and Zoning have been obtained.
Exhibit 10.1
Page 3 of 13
(c) On the Closing Date, Grantor shall convey to Grantee
indefeasible for simple title to the Property by good and
sufficient limited warranty deed (the "Deed") free and clear
of all liens and encumbrance whatsoever except (i) easements,
restrictions and rights of record approved by Grantee in
accordance with Section 16, (ii) taxes and assessments, both
general and special, which are a lien but not yet due and
payable, (iii) zoning and building regulations and ordinances,
if any, (iv) rights of parties in possession, (v) in the event
Grantee elects not to prepare a survey, matters which would be
disclosed by an accurate survey and inspection of the
Property, and (vi) the Grantor Financing (collectively,
"Permitted Encumbrances").
(d) All documents and funds necessary to the completion of this
transaction (the "Closing"), including Grantee's Statement of
Value, as required by law, shall be placed in escrow with the
Escrow Agent, in sufficient time to permit transfer of title
to the Property on the Closing Date.
1. On the Closing Date, all Closing Costs except for
pro-rated real estate taxes, which shall be paid by the
Grantor, shall be satisfied by the Grantee.
2. The Escrow Agent shall prorate and adjust as of the
Closing Date all real estate taxes, using the last
available valuation and tax rate for the Property. The
Escrow Agent shall make a special tax search, both of
record and with the appropriate governmental bodies, and
prorate unpaid installments of special assessments and
other assessments for governmental improvements
completed prior to the date of this Agreement. Grantor
shall obtain and be responsible for all final utility
bills.
3. The Escrow Agent shall charge (i) to Grantor, the cost
of discharging any mortgage or other lien encumbering
the Property and all prorations to which Grantee is
entitled under the above paragraph; and (ii) to Grantee,
the cost of the filing the Deed for record, all
prorations to which Grantor is entitled, the real
property conveyance fee, any escrow fees, the cost of
title examination and premium for the policy of title
insurance and every other closing cost whatsoever.
12. Should Grantor default in the performance of any of its obligations set
forth in this Option Agreement or should there be a breach of any of the
Grantor's representations and warranties, including but not limited to
those relating to the environmental condition of the Property, then,
whether or not the Option is exercised, Grantor shall promptly return the
Option Fee, or so much thereof as shall have then been paid, to Grantee
and the Option and this Option Agreement shall thereupon terminate (except
with respect to these provisions which expressly survive the termination
hereof). In addition, Grantee shall be entitled to exercise all remedies
as may be available to it either at law or in equity. The parties
acknowledge that should Grantor default in the performance of any of its
obligations under this Option Agreement, there will be no adequate remedy
at law available to Grantee, and if Grantee so elects, Grantee shall be
entitled to specific performance of all of Grantor's obligations under
this Option Agreement.
Exhibit 10.1
Page 4 of 13
13. If Grantee fails to pay Grantor the second installment of the Option Fee,
Grantor shall have the right to retain the first installment, and the
Option and this Option Agreement shall thereupon terminate (except with
respect to these provisions which expressly survive the termination
hereof). In addition, Grantor shall have the right to retain the Option
Fee if Grantee fails to exercise the Option prior to the expiration of the
Option Period. Further, if Grantee exercises the Option, but following
exercise, Grantee fails to close the purchase by the Closing Date (unless
the failure is caused by Grantor's default or breach by Grantor of any of
its representations or warranties), then Grantor shall have the right to
retain the Option Fee and the Option and this Option Agreement shall
thereupon terminate (except with respect to these provisions which
expressly survive the termination hereof). In addition to the remedies set
forth above, Grantor shall be entitled to exercise all remedies as may be
available to it either of law or in equity.
14. Notwithstanding anything to the contrary in this Option Agreement, under
no circumstances shall any party be liable to any other party at law or in
equity and whether based on contract, tort, or otherwise, for any
indirect, incidental, consequential, or punitive damages as a result of
the performance or non-performance of the obligations imposed pursuant to
this Agreement irrespective of the causes thereof, including fault or
gross negligence or willful misconduct, and the parties hereby irrevocably
waive any claim against each other for any such incidental, consequential,
multiple, special, or punitive damages.
15. The Grantor shall within a period of fourteen (14) days from the date
hereof (June 7, 2004) engage Surety Title Agency, Inc., 1010 Leader
Building, 000 Xxxxxxxx Xxxxxx E., telephone: 000-000-0000 ("Title Company"
and "Escrow Agent"), or such other reputable title company acceptable to
the Grantee as the title agent for purposes of the transaction
contemplated hereby and as escrow agent (in such capacity the Title
Company is sometimes referred to as the "Escrow Agent") and cause the
Title Company to provide Grantee with a written commitment (the
"Commitment") for an ALTA Owner's Fee Policy of Title Insurance ("Title
Policy") in the amount of the Purchase Price, insuring title to the
Property to be good in Grantee after the Deed is filed for record,
together with copies of all exception referred to or listed therein. Prior
to the expiration of the Option Period, Grantee or Grantee's attorney
shall notify Grantor or Grantor's attorney in writing of any defect(s) in
title to the Property, as evidenced by the Commitment, to which Grantee
objects. Grantor shall have until the expiration of the Option Period to
provide Grantee written notice and reasonable assurances that said
defect(s) will be removed prior to the Closing Date, or to cause Escrow
Agent, at Grantee's expense, to commit to insure over such defect(s) and
to provide Grantee with evidence thereof at which time the title
contingency shall deem to be satisfied; provided, however, that Grantor
shall be under no obligation to cure any such defect. In the event that on
the Closing Date said defect(s) are not removed, insured over by Escrow
Agent, or waived in writing by Grantee, Grantee shall have the option
either to: (i) accept title to the Property subject to such title
defect(s) without a diminution of the Purchase Price, in which event such
defect(s) shall be deemed approved by Grantee and the title contingency
shall be deemed to be satisfied, or (ii) terminate this Option Agreement,
whether or not the Option has been exercised, in which event Grantor shall
immediately refund to Grantee the Option Fee, or so much thereof as shall
have been paid to Grantor, without interest, and the parties shall be
released from all further obligations under this Option Agreement (except
those obligations which expressly survive the termination hereof).
Exhibit 10.1
Page 5 of 13
16. The Grantor hereby consents to the Grantee having access to Property, at
all times either prior to the expiration of the Option Period or
subsequent to the exercise of the Option but prior to Closing, for the
purpose of carrying out site surveys, conducting soil tests, conducting
environmental site assessments, and other inspections. Grantee agrees to
repair any damage to the Property and to indemnify against and hold
Grantor harmless from any claim for liabilities, costs, expenses
(including reasonable attorneys' fees actually incurred) damages or
injuries arising out of or resulting from the inspection or testing of the
Property by Grantee or its agents, and notwithstanding anything to the
contrary in the Agreement, such obligations to indemnify and hold harmless
Grantor shall survive Closing or any termination of this Agreement.
17. (a) At all times subsequent to the date hereof, Grantee shall pay to
Grantor, on the first day of each calendar quarter continuing into
perpetuity, twenty-five percent (25%) of any and all Net Profit
(hereinafter defined) arising from the operation of the Property or
any sale of all or part of the Property or transfer of an interest
in this Option Agreement ("Grantor Profit Sharing"), except for Net
Profit attributable exclusively to Residential Sales of the Property
(hereinafter defined). For purposes of this Option Agreement, "Net
Profit" in a selling context, shall mean gross sales price minus
$25,800 per acre; "Net Profit," in a context where the Grantor
generates income without a sale, shall mean all revenue from the
transaction. "Residential Sales of the Property" shall mean a sale
or lease by Grantee (or any affiliate in which Grantee has a
controlling interest, an "Affiliate") of any portion of the Property
where the buyer/lessee/transferee is acquiring a portion or all of
the Property exclusively for residential use, including but not
limited to a sale or lease of any single- family or multi-family
residential dwelling unit(s), the sale or lease of any single-family
or multi-family residential lot(s), or the sale or lease of any
portion of the Property to a developer or developers which are not
an Affiliate for single-family or multi-family residential use as
opposed to any commercial, hotel, motel, recreational or other use
unrelated to permanent private living quarters. In a transfer of all
or a portion of the Property where the transferee is acquiring a
portion or all of the Property for residential use and
nonresidential use, the Grantor Profit Sharing will apply to the
proceeds of the transfer applicable to the entire nonresidential
portion of said transaction. The provisions contained in this
Section 17 shall be binding upon Grantee and all of its Affiliates
at all times.
(b) At the time of each payment of Grantor Profit Sharing, Grantee shall
furnish such documentation evidencing the calculation of the Grantor
Profit Sharing as reasonably required by Grantor. At Closing,
Grantor and Grantee agree to record in the Lorain County records, an
agreement in form and substance acceptable to Grantor, evidencing
Grantor's rights to such Grantor Profit Sharing, which shall
include, without limitation, the right of Grantor to examine the
books and records of Grantee with respect the Property.
Exhibit 10.1
Page 6 of 13
18. Grantor represents and warrants to, and covenants with, Grantee, as
follows, effective as of the date of this Option Agreement and as of the
Closing Date:
(a) Grantor has all necessary corporate power and authority to own the
Property, to enter into this Option Agreement, and to execute the
Option Agreement.
(b) Grantor has good and indefeasible title to the Property, subject
only to the Permitted Encumbrances.
(c) There are no other agreements for the sale of the Property which
remain effective as of the date hereof.
(d) Grantor's execution, delivery or performance of this Option
Agreement will not constitute a default under Grantor's
organizational documents any agreement, lease, indenture, order or
other instrument or document by which Grantor or any of the Property
may be bound, and does not and will not violate any provision of
municipal, state or federal, statutory or otherwise, to which
Grantor or the Property may be subject.
(e) To Grantor's actual knowledge, the Property is in material
compliance with all applicable federal, state and local statutes,
laws, ordinances, orders, requirements, rules and regulations
(including, but not limited to, zoning and environmental laws).
(f) No notice of violation of any applicable federal, state or local
statute, law, ordinance, order, requirement, rule or regulation, or
of any covenant, condition, restriction or easement affecting the
Property, or with respect to the maintenance, use or occupancy of
the Property, has been received by Grantor from any governmental
authority having jurisdiction over the Property or by any other
person entitled to enforce the same.
(g) To Grantor's actual knowledge, no toxic or hazardous substances or
wastes, pollutants or contaminants (including, without limitation,
asbestos, urea formaldehyde, the group of organic compounds known as
polychlorinated biphenyl, petroleum products including gasoline,
fuel oil, crude oil and various constituents of such products, and
any hazardous substance as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), 42 U.S.C. Section 9601-9657, as amended) have been
generated, treated, stored, released or disposed of, or otherwise
placed, deposited in or located on the Property, nor has any such
activity been undertaken on the Property.
Exhibit 10.1
Page 7 of 13
The parties agree that (i) Grantee is relying upon the
representations and warranties of Grantor as aforesaid, (ii) the
same are a material inducement to Grantee entering into this Option
Agreement, (iii) all such representations and warranties shall
continue to be true on the Closing Date, and (iv) the same shall
survive the filing of the Deed and the consummation of the
transaction contemplated hereby. Subject to Section 14, Grantor
agrees to, and does hereby, indemnify Grantee and hold it harmless
from and against any and all liability, loss, cost or expense
(including reasonable attorney's fees) arising out of or in any way
connected with any misrepresentation or breach of warranty or
covenant of Grantor contained in this Agreement.
19. The Grantor further agrees:
(h) This Option Agreement shall not become effective and binding
until fully executed by both Grantor and Grantee.
(i) All notices, demands and/or consents provided for in this
Option Agreement shall be in writing and shall be delivered to
the parties hereto by hand, by nationally recognized overnight
courier or by United States Mail (Certified Mail Return
Receipt Requested) with postage pre-paid. Such notices shall
be deemed to have been served on the date delivered to the
other party, deposited with the overnight courier or
postmarked, as the case may be. All such notices and
communications shall be addressed to the Grantor and to
Grantee a the address specified in the first paragraph of this
Agreement or at such other address as either Grantee or
Grantor may specify to the other in writing delivered in
accordance with this paragraph.
(j) This Option Agreement shall, in all respects, be governed by,
construed, applied and enforced in accordance with the laws of
the State of Ohio, without regard to the conflict of laws
principles thereof.
(k) This Option Agreement shall apply to, inure to the benefit of
and be binding upon and enforceable against the parties hereto
and their respective heirs, successors, and/or assigns, to the
extent as if specified at length throughout this Option
Agreement, provided that this Option Agreement is not
assignable by Grantor without the written consent of Grantee,
which consent shall not be unreasonably withheld, delayed or
conditioned.
(l) Time is of the essence of the Option Agreement; provided,
however, that whenever under the terms of this Option
Agreement the time for performance of a covenant or condition,
or delivery of any instrument, falls upon a day that is not a
business day, such time for performance and/or delivery shall
be extended to the next business day.
(m) The headings inserted at the beginning of each paragraph
and/or subparagraph are for convenience of reference only and
shall not limit or otherwise affect or be used in the
construction of any terms or provisions hereof.
Exhibit 10.1
Page 8 of 13
(n) Any cost and/or fees incurred by the Grantee or Grantor in executing
this Option Agreement shall be borne by the respective party
incurring such cost and/or fee.
(o) This Option Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of such
counterparts shall constitute one Option Agreement. Signature pages
may be detached from the counterparts and attached to a single copy
of this Option Agreement to physically form one document.
(p) If any term, provision or condition of this Option Agreement is
found to be or is rendered invalid or unenforceable, it shall not
affect the remaining terms, provisions and conditions of this Option
Agreement, and each and every other term, provision and condition of
this Option Agreement shall be valid and enforceable to the fullest
extent permitted by law.
(q) Grantor and Grantee agree that neither party will file this Option
Agreement for record in the official real estate records of the
county in which the Property is located; however each party shall,
on the date hereof, duly execute and acknowledge a memorandum of
this Option Agreement in the form of Exhibit B attached hereto and
incorporated herein which may be filed for record by either party.
(r) Notwithstanding anything contained in this Agreement to the
contrary, the Option shall be exercised, if at all, no later than
August 31, 2005.
(s) Each party represents to the other that there is no broker or other
person who may be entitled to a commission or similar fee in
connection with this transaction. Each party agrees to defend,
indemnify and save harmless the other from and against all other
claims for brokerage or other commissions or similar fees or
compensation for any service rendered at its instance in connection
with this Option Agreement.
Exhibit 10.1
Page 9 of 13
IN WITNESS WHEREOF, the parties hereto have caused this Option Agreement
to be executed under proper authority.
GRANTOR:
AMERICAN STONE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxx XX, Chairman
GRANTEE:
TRANS EUROPEAN SECURITIES INTERNATIONAL LLP
By: /s/ Xxxx Xxxx
-----------------
Xxxx Xxxx, Designated Member
Exhibit 10.1
Page 10 of 13
EXHIBIT A
PERMANENT PARCEL NO. ACRES
-------------------- -------
01 05-00-008-000-011 133.200
13 01-00-057-000-012 38.060
13 01-00-072-000-013 45.140
08 05-00-009-000-090 38.890
08 05-00-009-000-078 0.240
08 05-00-010-101-046 7.060
08 05-00-091-102-015 45.720
08 05-00-092-000-016 52.290
08 05-00-092-000-017 5.210
08 05-00-009-000-092 68.380
01 05-00-091-101-014 21.320
01 05-00-092-000-018 176.680
01 05-00-093-000-021 240.070
01 05-00-094-102-024 45.080
-------
TOTAL ACREAGE 917.340
Exhibit 10.1
Page 11 of 13
EXHIBIT B
1. MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum") is made this _____ day of
_______________, 2004, by and between _________________________ a[n]
_________________________ ("Grantor") and _________________________ a[n]
_________________________ ("Grantee"). Grantor and Grantee represent as follows:
1. THE NAME AND ADDRESS OF THE GRANTOR IS
_________________________________
_________________________________
_________________________________
_________________________________
2. THE NAME AND ADDRESS OF THE GRANTEE IS
_________________________________
_________________________________
_________________________________
_________________________________
3. The Grantor and Grantee entered into a certain Option Agreement for
Purchase of Real Property dated __________, 2004 (the "Option Agreement")
wherein Grantor granted an exclusive option to Grantee for the purchase of
certain real property located in the County of __________, State of Ohio (the
"Property"), more fully described in Exhibit A, attached hereto and incorporated
herein.
4. The option granted pursuant to the Option Agreement and rights of
Grantee thereunder shall automatically expire no later than __________, 2004,
unless extended in writing by the parties thereto.
[NO FURTHER TEXT ON THIS PAGE]
Exhibit 10.1
Page 12 of 13
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
Option on the date first above written.
GRANTOR:
_____________________________________________
By: _________________________________________
Title: ______________________________________
GRANTEE:
_____________________________________________
By: ________________________________________
Title: ______________________________________
Exhibit 10.1
Page 13 of 13
