Ultimate Sports Entertainment, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
October 20, 1999
Mr. Xxxxxxx Xxxxx
Lancer Partners LP
000 Xxxx Xxxxxx
XxxXxxx, X.X. 10152
Dear Xx. Xxxxx:
This letter set forth the terms of the loan transaction discussed with
you by Xxxxxx X. Xxxxx, III.
Lender: Lancer Partners LP or its designee.
Borrower: Ultimate Sports Entertainment, Inc (the "Company").
Amount of loan: $600,000
Maturity date: 4 months from date of advance.
Interest: 10% per annum, payable at maturity.
Addition compensation
for making loan: The Company will issue to you without any cost to the
Lender 250,000 shares of common stock of the Company.
The Company will agree to use its best efforts to
include these shares in the next registration statement
filed by the Company with the Securities Exchange
Commission.
Special default right: In the event the Company fails to repay the loan,
together with interest accrued thereon, by its maturity
date and such failure continues for a period of 15
days, then Lender shall receive without any cost to the
Lender 250,000 additional shares for each 80 day period
that such, loan remains unpaid following maturity date.
Convertibility: The Lender has the right at any time prior to receiving
repayment of the loan to convert the loan into shares
of common stock of the Company at $1.00 per share.
Mr. Xxxxxxx Xxxxx
October 2O, 1999
Page 2.
Special options: To the extent that the loan (or additional loans made
by the Lender up to an aggregate of $1,500,000) is
converted into stock pursuant to the foregoing
conversion right, Lender shall have the option to
purchase aggregately from Xxx Xxxxxxxx, Xxxxxx X.
Xxxxx, III and Xxxxxxxxx X. Xxxxx at 10 cents per
share, such number of shares as equals one share for
each $3 of loan principal being so converted, but in no
event shall this option relate to more than 500,000
shares. This option, if exercised, shall be exercised
in such a manner so that Messrs. Xxxxxxxx, Xxxxx and
Xxxxx each deliver one-third of the amount of shares
subject to the exercise of the option. Xxx Xxxxxxxx,
Xxxxxx X. Xxxxx, III and Xxxxxxxxx X. Xxxxx affix their
signatures below for the purpose of confirming the
grant of this special option.
If the above accurately reflects the terms of the loan transaction
agreed to between you and Xxxxxx X. Xxxxx, III please sign below to indicate
your agreement thereto.
Very truly yours,
Ultimate Sports Entertainment, Inc.
By: /s/Xxxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxxx X. Xxxxx,
President
The above is confirmed and agreed to:
Lancer Partners LP
By:
Xxxxxxx Xxxxx
Agreed to with respect to the special option referred to above.
Xxx Xxxxxxxx
Xxxxxx Xxxxx
/s/ Xxxxxxxxx X. Xxxxx
----------------------
Xxxxxxxxx X. Xxxxx
