Option Exercise Agreement
Agreement made as of the 28th day of July 1995 by and between Beachport
Entertainment Corporation, a Utah corporation (the "Purchasers"), On Ice, Inc.,
a Delaware corporation (the "Company") and Xxxxx Xxxxxxxxx (the "Seller").
Whereas the Purchaser acquired an option to purchase all of the issued and
outstanding shares of common stock of the Company from the Seller, as of the
30th day of June 1995 (the "Option"); and
Whereas, as of July 1, 1995, the Purchaser and Seller agreed to amend
certain terms of the Option Agreement as hereinafter set forth and wish to set
forth those amendments herein;
Now, therefore, it is hereby agreed as follows:
1. Except as hereinafter set forth, all of the terms, representations and
warranties of the parties to the Option Agreement are incorporated herein as if
fully stated herein.
2. All defined terms in the Option Agreement shall have the same meaning as
if fully set forth herein.
3. The Seller acknowledges that as of July 1, 1995, the Option has been
exercised by the Purchaser and the exercise price has been
paid by delivery of the Purchaser's promissory note to the Seller in the amount
of $500,000 (the "Notes"), a copy of which Note is attached hereto as Exhibit A.
4. That pursuant to the terms of the Note, the Purchaser has agreed to pay
the Seller in the following installments (hereinafter, the "Installment
Payments"):
(i) $100,000 on or before December 29, 1995;
(ii) $100,000 on or before January 30, 1996; and
(iii) $300,000 on or before February 15, 1996.
5. If any of the Installment Payments are not made on or before the dates
set forth in Section 4 above, the purchase price for the Seller's shares shall
be increased to $1,000,000, which amount shall become immediately due and
payable to Seller as of the date of any such default, less any amounts
previously paid to Seller.
6. Seller acknowledges receipt of the Beachport Shares.
7. Purchser acknowledges receipt of the Shares.
8. No course of dealing on the part of the Seller nor any failure or delay
on the part of the Seller with respect to the exercise of any right, power or
privilege given or granted hereunder, the Note, the Option Agreement or any
other document or
instrument executed in connection herewith shall operate as a waiver thereof as
to any future defaults, or any single or partial exercise by the Seller of any
right, power or privilege granted or contained herein or therein shall preclude
the Seller from later or further exercise of any right, power or privileges as
to any future defaults. The rights and remedies of Seller are cumulative and not
exclusive of any other remedies under law. This Agreement, shall not be amended
nor shall any right hereunder be deemed waived except by a written agreement
expressly setting forth the amendment or waiver and signed by the parties
hereto.
IN WITNESS WHEREFOF, each of the parties hereto has duly executed this
agreement as of the date and year first written above.
Beachport Entertainment Corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice President
On Ice, Inc.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, President
/s/ Xxxxx Xxxxxxxxx
__________________________________
Xxxxx Xxxxxxxxx
