ACQUISITION AGREEMENT
This Agreement is entered into as this _____ day of __________, 2000, by
and between Golf Centers, Inc., a Nevada corporation hereinafter referred to as
Golf Center, and Granada Hills Associates, LLC.
RECITALS
A. Golf Center is a Nevada corporation, having an authorized capital of
50,000,000 shares of $.001 par value stock of which 7,500,000 shares are
outstanding with a book value of 0.03.
B. Granada Hills Associates LLC (a California Limited Liability
Corporation) has certain rights subject to a lease with the Department of Water
and Power City of Los Angeles (Exhibit A) to operate a golf center in the city
of Los Angeles CA in the Sylmar District on the land known as the Lakeside
Debris Basin.
C. Granada Hills Associates LLC agrees to sell all assets of said LLC for a
sum of $250,000 plus actual costs to date (exclusive of selling costs). This sum
(and actual costs) is due and payable signing of said lease by Granada Hills
Associates LLC and Department of Water and Power City of Los Angeles
D. The parties desire to formalize their purchase agreement.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET
FORTH HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Purchase Agreement: Golf Center, Inc., hereby agrees to purchase certain
assets, subject to liabilities from Granada Hills Associates as listed in
Exhibit A $250,000 and actual costs to date (exclusive of selling costs) upon
signing of lease by the Department of Water and Power City of Los Angeles.
2. Contingency: In the event a liability to Granada Hills Associates in the
amount of $250,000 and actual costs is not paid in full upon signing of lease by
Department of Water and Power, this transaction is null and voi unless otherwise
modified in writing by the parties hereto.
3. Business Purpose: The parties acknowledge that the purpose of this
transaction is to provide Golf Centers, Inc., the rights to said lease with the
Department of Water and Power and any drawings engineering, pictures, studies,
permits and all other assets of said LLC
4. Exempt Transaction: All parties acknowledge and agree that any transfer
of securities pursuant to this Agreement will constitute an exempt isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State securities law.
5. Default: In the event any party defaults in performing any of its duties
or obligations under this Agreement, the party responsible for such default
shall pay all costs incurred by the other party in enforcing its rights under
this Agreement or in obtaining damages for such default, including costs of
court and reasonable attorney fees, whether incurred through legal action or
otherwise and whether incurred before or after judgment.
6. Notices: Any notice or correspondence required or permitted to be given
under this Agreement may be given personally to an individual party or to an
officer or registered agent of a corporate party or may be given by depositing
such notice or correspondence in the U. S. Mail postage prepaid, certified or
registered, return receipt requested, addressed to the party at the following
address:
Golf Centers, Inc.
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Granada Hills Associates, LLC.
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Any notice given by mail shall be deemed to be delivered on the date such
notice is deposited in the U. S. Mail. Any party may change its address for
purpose of this Agreement by giving written notice to the other parties as
provided above.
7. Binding: This Agreement shall be binding upon the parties hereto and
upon their respective heirs, representatives, successors and assigns.
8. Governing Law: This Agreement shall be governed by and construed under
the laws of the State of Nevada.
9. Authority: The parties executing this Agreement on behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of the Boards of Directors of their respective
corporations.
10. Signatures: This Acquisition Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Acquisition Agreement as
of the day and year first written above.
GRANADA HILLS ASSOCIATES LLC.
By: __________________________ Date:
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GOLF CENTERS, INC.
By: Date:
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