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License Agreement - OS Golf Marketing Ltd., Horne Tipps Paradise Golf Ltd., Horne Tipps Holding Co., William E. Horne and James R. Tipps Jr.

Sponsored Links

                               LICENSE AGREEMENT


         License Agreement made and entered into effective January 1, 2001 by
and among OS GOLF MARKETING, LTD., a Florida limited partnership ("OS"), HORNE
TIPPS PARADISE GOLF, LTD., a Florida limited partnership ("HT"), HORNE TIPPS
HOLDING COMPANY, a Florida corporation ("Holding Company"), WILLIAM E. HORNE
("Horne") and JAMES R. TIPPS, JR. ("Tipps").

                                    RECITALS

         1.       OS is engaged in the business of golf related activities
         including, but not limited to, procuring playing privileges at golf
         courses and selling memberships which provide the purchaser with
         playing privileges at such golf courses ("Business"); and

         2.       OS identifies the Business by the use of the trade names
         "Outback Sports" and "Paradise Golf" and certain logos, emblems and
         other indicia incorporating "Outback Sports" or "Paradise Golf"
         (collectively "Proprietary Marks").

         3.       Horne and Tipps have served as the Chief Executive Officer
         and Chief Operating Officer, respectively, of OS and are the sole
         shareholders, directors and officers of Holding Company.

         4.       Holding Company is the owner of all of the issued and
         outstanding shares of capital stock of Horne Tipps Paradise Golf,
         Inc., a Florida corporation that is the sole general partner of HT and
         owns an eight percent (80%) partnership interest in HT ("General
         Partner").

         5.       Horne and Tipps are the sole directors and officers of the
         General Partner

         6.       HT desires to obtain from OS the exclusive right and license
         to use certain assets of OS for the purpose of engaging in the
         Business.

         7.       OS is willing to license to HT the use of certain of its
         assets pursuant to the terms of this Agreement.

         NOW THEREFORE, intending to be legally bound, in consideration of the
mutual covenants contained herein, and other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:

         1.       Recitals. The above recitals are true and correct and
         incorporated herein by reference.

         2.       License of Proprietary Marks and Assets. OS hereby grants to
         HT during the Term of this Agreement the exclusive right and license
         (the "License") to utilize, solely in the conduct of the Business, the
         Proprietary Marks specified on EXHIBIT A attached hereto and the
         tangible and intangible property utilized by OS in the conduct of the
         Business and more particularly described on EXHIBIT A (the "Assets").
         The term Assets shall also include all Replacement Property as
         described in SECTION 7 hereof. The Assets and Proprietary Marks are
         hereinafter collectively referred to as the "Licensed Assets".

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         3.       Term. Unless sooner terminated as provided in this Agreement,
         this Agreement and the term of the License of the Licensed Assets
         provided in SECTION 2 hereof shall commence on January 1, 2001 and
         shall expire and terminate on December 31, 2010.

         4.       Limitation on Use of Outback Sports. Notwithstanding SECTION
         2, HT's right and license to use the Proprietary Marks shall be
         limited as provided in this SECTION 4 and in SECTION 11. HT shall not
         have any right whatsoever to use the word "Outback" except as part of
         "Outback Sports, and may only use "Outback Sports" until December 31,
         2002. OS and its affiliates retain all rights to use the word Outback,
         alone or in conjunction with any other words, except OS and its
         affiliates shall not use "Outback Sports" in the conduct of any
         business. All rights of HT to use "Outback Sports" or the word Outback
         shall terminate on December 31, 2002 and thereafter HT shall make no
         use whatsoever of the word Outback. HT shall not use "Outback Sports"
         in a manner that, in the reasonable opinion of OS, would cause third
         parties to believe HT is an affiliate of OS or OS's affiliates or that
         OS or OS's affiliates are responsible for the obligations of HT.

         5.       License Fee. In consideration of the License granted herein,
         HT shall pay to OS the following license fees totaling Five Million
         Dollars ($5,000,000) ("License Fees") on the dates indicated:

                  July 31 of each year
                    From 2001 to 2010
                    Inclusive                        $375,000

                  November 30 of each year
                    From 2001 to 2010
                    Inclusive                        $125,000

                  In the event HT sells the Business or a controlling interest
         in HT during the term of this Agreement, which sale shall only be done
         with the prior written consent of OS as required by this Agreement, HT
         shall pay to OS the first One Million Dollars ($1,000,000) of the sale
         proceeds and fifty percent (50%) of the remainder of the sale proceeds
         (collectively "OS Sale Proceeds"). In the event of such a sale OS
         shall receive the Sale Proceeds in lieu of any further License Fee
         payments, but OS shall retain all License Fee payments theretofore
         received and HT shall remain liable for all unpaid License Fees prior
         to the date of sale. For purposes of determining OS Sale Proceeds,
         sale proceeds shall mean the gross sale price reduced only by the
         expenses of sale, e.g., attorney fees, broker fee.

         6.       Transfer Upon Payment. Upon payment to OS of the total
         License Fees of $5,000,000 in the amounts and on or before the dates
         specified in SECTION 5, or upon the payment to OS of the Sale
         Proceeds, HT shall have the option to purchase, and OS shall be
         obligated to sell to HT, all right, title and interest of OS in and to
         the Assets (as existing on the date of transfer) and the Proprietary
         Marks, but excluding any of the Proprietary Marks that contain the
         word "Outback", for a purchase price of One Thousand Dollars ($1,000).
         The purchase option contained in this SECTION 6 shall be exercised by
         giving written notice of exercise to OS within sixty (60) days after
         that if the purchase option is not exercised in said sixty (60) day
         period, OS shall give written notice of termination to HT and the
         purchase option contained in this Section 6 shall terminate only if
         the purchase option remains unexercised twenty (20) days after such
         written notice of


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         termination. The closing of the purchase shall take place at the
         principal office of OS thirty (30) days from the date of the notice of
         exercise. At the closing OS shall deliver to HT all documents
         necessary, in the reasonable opinion of counsel for HT, to transfer to
         and vest in HT all of OS' right, title and interest in the Assets and
         the Proprietary Marks (excluding any that contain the word "Outback").
         The purchase option contained in this SECTION 6 shall immediately
         lapse and be null and void immediately upon any default in payment of
         any of the License Fees in the amounts and on or before the payment
         dates specified in SECTION 5 (unless cured within the time periods
         provided for in this Agreement).

         7.       Replacement Property.

                  A.       All assets purchased by HT with revenue from the
                  Business, including, but not limited to, proceeds from the
                  sale of any of the Licensed Assets and all assets purchased
                  with the proceeds from insurance policies on any of the
                  Licensed Assets (collectively "Replacement Property") shall
                  be the property of OS and titled in OS' name and shall
                  constitute a part of the Licensed Assets for all purposes of
                  this Agreement.

                  B.       HT shall not obtain any loan or financing, in
                  whatever form or however structured, that is secured by any
                  form of lien on any of the Assets, including any Replacement
                  Property, except with the prior written consent of OS, which
                  consent may be withheld or granted subject to such conditions
                  as OS shall determine in its sole discretion.

                  C.       HT shall not obtain any purchase money financing the
                  proceeds of which are to be used solely to acquire new
                  assets, except with the prior written consent of OS, which
                  consent shall not be unreasonably withheld.

         8.       Representations, Warranties and Covenants of OS.


                  A.       OS is a limited partnership duly organized and
                  existing in good standing under the laws of the State of
                  Florida. OS is now, and at all times during the term of this
                  License Agreement, shall be authorized and registered to
                  transact business in every other state in which the failure
                  to register would have a materially adverse effect on the
                  business of OS. The execution and delivery of this License
                  Agreement and OS's performance of its obligations hereunder
                  do not and will not violate or constitute a breach of OS's
                  Certificate of Limited Partnership, Agreement of Limited
                  Partnership, any other agreement to which OS is a party, or
                  any restriction of law or contract to which OS is subject.

                  B.       OS represents and warrants that it is the sole owner
                  of the Assets, free and clear of any liens, claims, security
                  interests or other encumbrances, except for payment claims of
                  the manufacturers of the Assets. During the term of this
                  License Agreement OS shall take all commercially reasonable
                  measures to protect and defend its title to the Licensed
                  Assets against the claims of all persons arising from events
                  first occurring on or before January 1, 2001.

                  C.       During the term of this License Agreement, and so
                  long as there is no uncured default under this License
                  Agreement, neither OS



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                  nor any affiliate of OS shall engage in a business that
                  competes with the Business, nor own any interest in any
                  entity engaged in a business that competes with the Business.

                  D.       OS will not: (i) permit any liens, charges,
                  encumbrances or security interests of any kind or character)
                  to attach to any of the Licensed Assets or OS' interest in
                  this License Agreement unless in each case the holder of the
                  lien, charge, encumbrance or security interest provides HT
                  with a commercially reasonable non-disturbance agreement;
                  (ii) permit any of the Licensed Assets to be levied upon
                  under any legal process; (iii) sell, transfer, lease, or
                  otherwise dispose of any Licensed Assets or any interest
                  therein, or offer to do so, unless in each case the
                  transferee agrees to performs the obligations of OS under
                  this Agreement that relate to the transferred assets.

         9.       Covenants of HT, Horne and Tipps.

                  A.       EXHIBIT B is a true and correct copy of the
                  Agreement of Limited Partnership of HT, and shall not be
                  modified or amended during the term of this License Agreement
                  without the prior written consent of OS, which consent shall
                  not be unreasonably withheld.

                  B.       HT, Horne and Tipps represent and warrant to OS that
                  Holding Company employs Horne and Tipps pursuant to the
                  employment agreements attached hereto as EXHIBITS C and D,
                  respectively (hereinafter collectively "Employment
                  Agreements") Horne and Tipps each covenants and agrees with
                  OS not to commit any breach, default or violation of his
                  Employment Agreement. Holding Company, Horne and Tipps hereby
                  acknowledge and agree that OS is a specifically intended
                  third party beneficiary of the Employment Agreements and OS
                  shall have an independent right to enforce the Employment
                  Agreements, including, but not limited to, the covenants
                  against competition contained in the Employment Agreements.

                  C.       HT and Holding Company agree not to pay, and Horne
                  and Tipps agree not to accept, total combined compensation
                  from HT, Holding Company, the General Partner and Horne Tipps
                  Trophy Suite, Inc., of whatever kind or however called,
                  including but not limited to, salary, bonus, commissions, and
                  non-accountable expense reimbursements, in excess of the
                  amounts specified on EXHIBIT E.

                  D.       Holding Company, Horne and Tipps agree not to modify
                  either of the Employment Agreements without the prior written
                  consent of OS, which consent may be granted or withheld in
                  OS's sole discretion.

                  E.       HT, Horne and Tipps agree that HT and Holding
                  Company shall not make any distributions or payments to their
                  respective partners or shareholders, of whatever kind or
                  character, including, but not limited to, distributions,
                  dividends, loans or redemptions; provided, however, that (i)
                  HT and Holding Company may make distributions to their
                  respective partners and shareholders for each taxable year in
                  an aggregate amount equal to the aggregate actual amount of
                  additional tax, if any, payable by the partners or
                  shareholders (as determined by competent tax advisors) for
                  such taxable year as a result of any taxable income passed
                  through to the partners or shareholders for such taxable


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                  year, or (2) the highest percentage individual marginal tax
                  rate, and (ii) HT may make distributions to Barry Turnball, a
                  limited partner of HT, pursuant to the Agreement of Limited
                  Partnership of HT.

                  F.       Notwithstanding subsection E above, HT shall make
                  distributions of net cash flow (as determined in accordance
                  with generally accepted accounting principles) remaining
                  after any distributions under subsection E and after the
                  establishment of reasonable reserves for HT's business, to
                  its partners provided that simultaneously with all such
                  distributions HT shall pay to OS an amount equal to the
                  aggregate amount being distributed to the partners. Such
                  payment to OS shall be a prepayment of the License Fees
                  payable under Section 5 hereof. Any such pre-payments shall
                  not reduce the scheduled installments of License Fees, but
                  shall be applied to the last scheduled License Fee payments.
                  If in any subsequent year HT demonstrates, to OS' reasonable
                  satisfaction, an inability to make payment of the scheduled
                  License Fees, HT shall receive credit against the scheduled
                  License Fee for any pre-payment of License Fees made under
                  this Section.

         10.      Representations, Warranties, Covenants and Obligations of HT,
         the General Partner and Holding Company

                  A.       Permits and Licenses. HT at all times during the
                  term of this License Agreement will hold in full force and
                  effect all permits, business licenses and franchises
                  necessary for HT to carry on its business operations, as then
                  being conducted, in conformity with all applicable laws and
                  regulations.

                  B.       Good Standing; No Violation. HT is a limited
                  partnership duly organized and existing in good standing
                  under the laws of the State of Florida. The General Partner
                  and Holding Company are corporations duly organized and
                  existing in good standing under the laws of the State of
                  Florida. HT, the General Partner and Holding Company are now,
                  and at all times during the term of this License Agreement,
                  shall be authorized and registered to transact business in
                  every other state in which the failure to register would have
                  a materially adverse effect on the business of HT, the
                  General Partner or Holding Company. The execution and
                  delivery of this License Agreement and performance of their
                  respective obligations hereunder do not and will not violate
                  or constitute a breach of HT's Certificate of Limited
                  Partnership, Agreement of Limited Partnership, the Articles
                  of Incorporation or Bylaws of the General Partner or Holding
                  Company, or any other agreement to which HT, the General
                  Partner of Holding Company is a party, or any restriction of
                  law or contract to which HT, the General Partner or Holding
                  Company is subject.

                  C.       Information Delivered. All information, certificates
                  or statements, including, without limitation, all financial
                  statements, given to OS pursuant to this License Agreement
                  are and shall be true and complete when given and are not,
                  and shall not be, materially misleading in any way.

                  D.       Name; Location of Assets. The name stated above in
                  the preamble to this License Agreement is the correct name of
                  HT, and HT does not conduct business under any other name,
                  except for Paradise Golf, OS Sports and Outback Sports. HT
                  shall immediately notify OS of any change of name, identity
                  or organizational



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                  structure. HT's principal place of business is located at the
                  address shown in the notice provision of this Agreement.

                  E.       Defense of Claims. HT will defend the Licensed
                  Assets against, and hold OS harmless from, the claims and
                  demands of all individuals or other legal entities at any
                  time claiming the same or any interest therein arising from
                  events first occurring on or after January 1, 2001.

                  F.       No Liens, Levies or Transfers. HT will not: (a)
                  permit any liens, charges, encumbrances or security interests
                  of any kind or character to attach to any of the Licensed
                  Assets or HT's interest in this License Agreement; (b) permit
                  any of the Licensed Assets to be levied upon under any legal
                  process; (c) without the prior written consent of OS, sell,
                  transfer, lease, or otherwise dispose of any Licensed Assets
                  or any interest therein, or offer to do so; or (d) permit
                  anything to be done that will impair the value of any of the
                  Licensed Assets.

                  G.       Records of Assets. HT shall keep accurate and
                  complete records respecting the Assets in such form as OS may
                  reasonably require. From time to time, when OS so requires,
                  HT shall furnish to OS a statement certified by HT, and in
                  such form and containing such information as may be requested
                  by OS, showing the current status and location of the Assets.
                  At reasonable times, OS may examine the Assets and HT's
                  records pertaining to the Assets, wherever the Assets or such
                  records may be located, and make copies of any of such
                  records. HT shall assist and cooperate fully with OS in such
                  endeavors.

                  H.       Tax Matters. HT has filed and will file during the
                  Term of this Agreement, all Federal, state and local tax
                  returns and other reports it is required to file and shall
                  pay or make adequate provision for payment of all such taxes,
                  assessments, and other governmental charges, except those
                  contested in good faith. HT will pay promptly when due all
                  taxes and assessments upon the Licensed Assets, or for use or
                  operation of the Licensed Assets, or upon this Agreement,
                  including sales, use, documentary, intangible or other taxes,
                  except those contested in good faith. HT shall further pay
                  all expenses and, upon request, take any action reasonably
                  deemed advisable by OS to preserve the Licensed Assets.

                  I.       Preservation of Licensed Assets. At its option, OS
                  may pay, for the account of HT, any taxes, liens or security
                  interests or other encumbrances at any time levied or placed
                  on the Licensed Assets, may pay for insurance on the Licensed
                  Assets, and may pay for the maintenance and preservation of
                  the Assets. HT agrees to reimburse OS promptly on demand for
                  any payment made or expense incurred by OS pursuant to the
                  foregoing authorization.

                  J.       Maintenance and Repairs. HT shall at its expense
                  during the term of this Agreement keep the Assets in good
                  working order and condition, ordinary wear and tear only
                  excepted, and HT shall at its expense make all repairs,
                  replacements and servicing thereof. All such repairs and
                  replacements shall immediately become the property of OS and
                  part of the Assets for all purposes hereof. In the event of
                  the termination of this Agreement as a result of default by
                  HT, HT shall, at its expense, return the then Assets to OS to
                  such location(s) within the Continental United States as OS
                  may designate in good operating order, repair, condition. HT
                  shall immediately notify OS in writing of any



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                  damage or loss of or to the Assets, whether arising out of
                  the alleged or apparent improper manufacture, functioning or
                  operation of the Assets or otherwise.

                  K.       Ownership. The Licensed Assets shall at all times
                  remain the property of OS. OS may affix plates to the Assets
                  indicating OS's ownership. Except as specifically provided in
                  SECTION 7A, HT shall not sell, assign, transfer or otherwise
                  alienate any of the Licensed Assets without the prior written
                  consent of OS, which consent shall not be unreasonably
                  withheld, and payment to OS of the OS Sale Proceeds as
                  specified in SECTION 5. OS and HT hereby confirm their intent
                  that the Licensed Assets shall always remain and be deemed
                  personal property and that this License Agreement shall be a
                  true license and not a sale or financing transaction. HT
                  shall not assign, sell, pledge or hypothecate this License
                  Agreement or any of its rights hereunder without the prior
                  written consent of OS, which consent may be granted or denied
                  in OS's sole discretion.

                  L.       Disclaimer of Warranties. HT acknowledges and agrees
                  that Horne and Tipps have made the selection of the Assets.
                  HT acknowledges and agrees that it has received no statements
                  or representations from OS and has placed no reliance upon
                  any statements or representations of OS, including, but
                  without limitation, with respect to the size, design,
                  capacity, condition, qualify, durability and manufacture of
                  the Assets and suitability of the Assets for HT's purposes.
                  OS MAKES NO REPRESENTATIONS OR WARRANTIES TO HT OR ANY OTHER
                  PERSON OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER
                  WHATSOEVER, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE
                  SIZE, DESIGN, CAPACITY, CONDITION, QUALITY, DURABILITY,
                  SUITABILITY OR PERFORMANCE OF THE ASSETS, THEIR
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WITH
                  RESPECT TO PATENT INFRINGEMENT OR THE LIKE. OS SHALL HAVE NO
                  LIABILITY TO HT FOR ANY DEMAND, CLAIM, COST, LOSS, DAMAGE OR
                  LIABILITY OF ANY KIND OR NATURE WHATSOEVER, NOR SHALL THERE
                  BE ANY ABATEMENT OF LICENSE FEES, ARISING OUT OF OR IN
                  CONNECTION WITH (i) THE DEFICIENCY OR INADEQUACY OF THE
                  ASSETS FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO
                  HT, (ii) ANY DEFICIENCY OR DEFECT IN THE ASSETS, (iii) THE
                  USE OR PERFORMANCE OF THE ASSETS OR (iv) ANY LOSS OF BUSINESS
                  OR OTHER CONSEQUENTIAL LOSS OR DAMAGE WHETHER OR NOT
                  RESULTING FROM ANY OF THE FOREGOING. HT SHALL DEFEND,
                  INDEMNIFY AND HOLD OS HARMLESS AGAINST ANY AND ALL DEMANDS,
                  CLAIMS, COSTS, LOSSES AND LIABILITIES ARISING OUT OF OR IN
                  CONNECTION WITH THE DESIGN, MANUFACTURE, POSSESSION,
                  OPERATION OR USE OF THE ASSETS. OS AGREES TO PROVIDE HT WITH
                  ALL WARRANTIES RUNNING TO THE ASSETS FROM THE MANUFACTURER.

                  M.       Taxes. HT agrees to pay and to indemnify, defend and
                  hold OS, its successors and assigns harmless from all claims,
                  demands, assessments, fees and taxes, including, without
                  limitation, franchise, sales, use, gross receipts, ad
                  valorem, value added, stamp, excise or other taxes, levies,
                  imposts, duties, charges or withholding of any nature,
                  together with any penalties, fines or interest thereon
                  ("Impositions"), arising out of the transactions contemplated
                  by



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                  this License Agreement imposed against OS, its successors and
                  assigns, HT or any item of Licensed Assets by any Federal,
                  state or local government or taxing authority with respect to
                  any item of Licensed Assets, or the purchase, ownership,
                  delivery, leasing, possession, use, operation, return or
                  other disposition thereof, or upon or with respect to the
                  income or other proceeds received with respect to any item of
                  Licensed Assets, or upon or with respect to this License
                  Agreement (excluding, however, Federal, state and local
                  income taxes). All Impositions payable by HT pursuant hereto
                  shall be payable, on written demand of OS, which demand shall
                  be accompanied by copies of invoices, bills or other
                  appropriate evidence, in an amount which, after taking into
                  account all taxes required to be paid by OS, its successors
                  and assigns in respect of the receipt thereof, shall equal
                  such Imposition.

                  N.       Insurance Proceeds. With respect to proceeds
                  received under any insurance policy for loss, destruction or
                  damage to the Assets, it is agreed as between OS and HT that
                  any proceeds resulting from a total or partial loss of any
                  item of Assets will be applied in reduction of HT's
                  obligations under SECTION 5 of this License Agreement, unless
                  such proceeds are used solely for replacement or repair of
                  such items.

                  O.       Risk of Loss on HT. All risks of physical damage to
                  or loss, destruction or interference with the use of the
                  Assets, howsoever caused, shall be borne by HT and no such
                  damage, loss, destruction or interference shall impair HT's
                  obligations under this License Agreement. If any item of
                  Assets is rendered unusable as a result of any physical
                  damage to, or loss or destruction of, the Assets, HT shall
                  give to OS immediate notice thereof and this License
                  Agreement shall continue in full force and effect without any
                  abatement of License fees. HT shall determine, within fifteen
                  (15) days after the date of occurrence of such damage or
                  destruction, whether such item of Assets can be repaired. In
                  the event HT determines that such item of Assets can be
                  repaired, HT shall cause such item of Assets to be promptly
                  repaired at HT's expense. In the event HT determines that the
                  item of Assets cannot be repaired, then HT shall promptly
                  replace such item at HT's expense. HT shall be entitled to
                  insurance proceeds to the extent of the cost of such repairs
                  or replacements. All assets purchased with insurance proceeds
                  shall be Replacement Property as defined in SECTION 7 hereof
                  and shall be the property of OS.

         11.      Proprietary Marks.

                  A.       Restrictions on Use. With respect to HT's licensed
                  use of the Proprietary Marks pursuant to this Agreement, HT
                  agrees that:

                           (i)      HT shall use only the Proprietary Marks
                           specified on EXHIBIT A, and shall use them only in
                           the manner approved and permitted by OS in
                           accordance with the License Agreement.

                           (ii)     HT shall use the Proprietary Marks only for
                           the operation of the Business.

                           (iii)    During the term of this Agreement and any
                           renewal hereof, HT shall identify itself as the
                           owner of the Business in conjunction with any



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                           use of the Proprietary Marks, including, but not
                           limited to, uses on invoices, order forms, receipts,
                           and contracts, as well as the display of a notice in
                           such content and form and at such conspicuous
                           locations as necessary to identify HT as owner of
                           the Business.

                           (iv)     HT's right to use the Proprietary Marks is
                           limited to such uses as are authorized under this
                           Agreement, and any unauthorized use thereof shall
                           constitute an infringement of OS's rights.

                           (v)      HT shall not use the Proprietary Marks to
                           incur any obligation or indebtedness on behalf of
                           OS.

                           (vi)     HT shall not use the word Outback as part
                           of its corporate or other legal name.

                           (vii)    HT shall comply with OS's instructions in
                           filing and maintaining the requisite trade name or
                           fictitious name registrations, and shall execute any
                           documents deemed necessary by OS or its counsel to
                           obtain protection for the Proprietary Marks or to
                           maintain their continued validity and
                           enforceability.

                           (viii)   In the event that litigation involving the
                           Proprietary Marks is instituted or threatened
                           against HT, HT shall promptly notify OS and shall
                           cooperate fully with OS in defending or settling
                           such litigation.

                  B.       Ownership of Proprietary Marks. HT expressly
                  understands and acknowledges that:

                           (i)      OS is the owner of all right, title and
                           interest in and to the Proprietary Marks and the
                           goodwill associated with and symbolized by the
                           Proprietary Marks.

                           (ii)     The Proprietary Marks are valid and serve
                           to identify the Business.

                           (iii)    HT shall not directly or indirectly contest
                           the validity of OS's ownership of the Proprietary
                           Marks.

                           (iv)     HT's use of the Proprietary Marks pursuant
                           to this Agreement does not give HT any ownership
                           interest or other interest in or to the Proprietary
                           Marks, except the license granted by this Agreement.

         12.      Accounting and Records.

                  A.       Monthly Reports. HT shall submit to OS no later than
                  the sixteenth (16th) day of each month during the term of
                  this Agreement a monthly and fiscal year-to-date profit and
                  loss statement (which may be unaudited) for HT and the
                  Business.

                  B.       Quarterly Reports. HT shall submit to OS, in the
                  form prescribed by OS, a quarterly balance sheet (which may
                  be unaudited) within fifteen (15) days after



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                  the end of each calendar quarter. Each such statement shall
                  be signed by HT or by HT's treasurer or chief financial
                  officer attesting that it is true and correct.

                  C.       Annual Reports. HT shall submit to OS complete
                  audited annual financial statements of HT prepared by an
                  independent certified public accountant satisfactory to OS,
                  within ninety (90) days after the end of each fiscal year of
                  HT, showing the results of operations of HT and the Business
                  during said fiscal year. Such statements shall include, at a
                  minimum, a balance sheet, profit and loss statement and
                  statement of sources and uses of funds.

                  D.       Additional Reports. HT shall submit to OS, for
                  review or auditing, such other forms, reports, records,
                  information, and data as OS may reasonably designate, in the
                  form and at the times and places reasonably required by OS,
                  upon request and as specified from time to time in writing.

                  E.       Expenses. All reports, forms and other information
                  required by this SECTION 12 shall be prepared at HT's expense
                  and shall be submitted to OS at the address indicated in
                  SECTION 18 hereof.

                  F.       Reconciliation. On or before January 31, 2001 HT
                  shall prepare and submit to OS a reconciliation of all
                  revenue, cash, expenses and unpaid liabilities of the
                  Business as of December 31, 2000 in accordance with generally
                  accepted accounting principles, together with payment of all
                  funds due OS from the operation of the Business prior to
                  January 1, 2000. It is the intent of the parties that OS
                  shall receive the benefit of and be responsible for all
                  income, cash, expenses and payables of the Business to the
                  extent same relate to periods ending prior to January 1,
                  2000. HT shall receive the benefit of and be responsible for
                  all income, cash, expenses and payables of the Business to
                  the extent same relate to periods on or after January 1,
                  2001. OS shall have the right to review and approve the
                  reconciliation. Any unresolved dispute shall be submitted to
                  PriceWaterhouseCoopers for final determination. Upon approval
                  of the reconciliation HT or OS, as the case may be, shall
                  make appropriate payment to the other.

         13.      Insurance.

                  A.       Requirement. HT shall procure, prior to the
                  Effective Date, and shall maintain in full force and effect
                  at all times during the term of this Agreement, at HT's
                  expense, an insurance policy or policies protecting HT and
                  OS, and their respective officers, directors, partners, and
                  employees, against any demand or claim with respect to
                  personal injury, death, or property damage, or any loss,
                  liability, or expense whatsoever arising or occurring from,
                  upon or in connection with the Business and the Licensed
                  Assets.

                  B.       Insurors' Required Policies. Such policy or policies
                  shall be in form satisfactory to OS, and shall be written by
                  a responsible carrier or carriers acceptable to OS who are
                  duly licensed by the appropriate state authorities and have a
                  Best Guide rating of not less than A. Such policy or policies
                  shall include, at a minimum (except as additional coverages
                  and higher policy limits may reasonably be specified by OS
                  from time to time), the following:


                                      10
<PAGE>   11

                           (i)      Comprehensive general liability insurance,
                           equivalent to General Liability Form July 98 in the
                           amount of One Million Dollars ($1,000,000) per
                           occurrence and Two Million Dollars ($2,000,000)
                           annual aggregate.

                           (ii)     Umbrella liability insurance, following
                           form, in the amount of Twenty Million Dollars
                           ($20,000,000) per occurrence, Twenty Million Dollars
                           ($20,000,000 annual aggregate.

                           (iii)    Worker's compensation insurance as may be
                           required by statute or rule of each state or
                           locality in which the Business operates or in which
                           any of the Assets are located, and employer's
                           liability insurance with limits in amounts at least
                           equal to those previously carried by OS in the
                           operation of the Business or such higher limits as
                           OS shall reasonably require.

                           (iv)     Special form coverage for the full cost of
                           replacement of the Assets and all other property in
                           which HT may have an interest with no coinsurance
                           clause and a replacement cost clause attached.

                           (v)      Business income insurance that specifically
                           provides for payment to OS of the License Fees
                           required by SECTION 5.

                  C.       Effect of OS's Insurance. HT's obligation to obtain
                  and maintain the foregoing policy or policies in the amounts
                  specified shall not be limited in any way by reason of any
                  insurance which may be maintained by OS, nor shall HT's
                  performance of that obligation relieve it of liability under
                  the indemnity provisions set forth in SECTION 16 of this
                  Agreement.

                  D.       OS as Named Insured. OS shall be named as an
                  additional insured on all liability and property damage
                  insurance policies and OS shall be named as a loss payee with
                  respect to OS's interest in License Fees under business
                  income insurance policies and OS's interest, if any, in real
                  and/or personal property under liability and property damage
                  insurance policies. All insurance policies shall contain a
                  provision that OS, although named as an insured and/or loss
                  payee, shall nevertheless be entitled to recover under said
                  policies on any loss occasioned to OS or its servants, agents
                  or employees by reason of the negligence of HT or its
                  servants, agents or employees.

                  E.       Evidence of Insurance. At least thirty (30) days
                  prior to the time any insurance is first required to be
                  carried by HT, and thereafter at least thirty (30) days prior
                  to the expiration of any such policy, HT shall deliver to OS
                  Certificates of Insurance evidencing the proper coverage with
                  limits not less than those required hereunder. Such
                  Certificates, with the exception of Workers' Compensation,
                  shall name OS, and each of its partners, subsidiaries,
                  affiliates, directors, agents and employees as additional
                  insureds, and shall expressly provide that any interest of
                  same therein shall not be affected by any breach by HT of any
                  policy provisions for which such Certificates evidence
                  coverage. Further, all Certificates shall expressly provide
                  that no less than thirty (30) days' prior written notice
                  shall be given OS in the event of material alteration to or
                  cancellation of the coverages evidenced by such Certificates.


                                      11
<PAGE>   12


                  F.       Right to Cure. Should HT, for any reason, fail to
                  procure or maintain the insurance required by this Agreement,
                  as such requirements may be revised from time to time by OS
                  in writing, OS shall have the right and authority (without,
                  however, any obligation to do so) immediately to procure such
                  insurance and to charge same to HT, which charges, together
                  with a reasonable fee for OS's expenses in so acting, shall
                  be payable by HT immediately upon notice. The foregoing
                  remedies shall be in addition to any other remedies OS may
                  have.

         14.      Transfer of Interest.

                  A.       Transfer by OS. OS shall have the right to transfer
                  or assign this Agreement and all or any part of its rights or
                  obligations herein to any person or legal entity.

                  B.       Transfer by HT Holding Company, General Partner,
                  Horne or Tipps. HT understands and acknowledges that the
                  rights and duties set forth in this Agreement are personal to
                  HT, and that OS has entered into this Agreement in reliance
                  on Horne and Tipps' business skill, financial capacity, and
                  character. HT, Holding Company, the General Partner, Horne
                  and Tipps represent and warrant to OS that (i) Horne and
                  Tipps are the sole shareholders of Holding Company, with
                  Horne owning eighty percent (80%) of the outstanding shares
                  and Tipps owning twenty percent (20%) of the outstanding
                  shares, (ii) Holding Company is the sole shareholder of the
                  General Partner, owing all of the outstanding shares, and
                  (iii) the General Partner is the sole general partner of HT
                  and owns an eighty percent (80%) partnership interest in HT.
                  Accordingly, neither HT, Holding Company, the General
                  Partner, nor any immediate or remote successor to any part of
                  HT's interest in this License Agreement or the Business, nor
                  Horne or Tipps, shall sell, assign, transfer, convey, give
                  away, hypothecate, pledge or otherwise dispose of, alienate
                  or encumber, whether or not for consideration ("Transfer")
                  any direct or indirect interest in this License Agreement,
                  the Business or in HT, Holding Company or the General
                  Partner, without the prior written consent of OS, which
                  consent may be granted or denied in OS' sole discretion;
                  provided, however, OS shall not unreasonably withhold its
                  consent to a transfer of shares of Holding Company by Horne
                  or Tipps to a family trust or other entity for estate
                  planning purposes if after such transfer Horne or Tipps,
                  respectively, serve as managing trustee or otherwise retain
                  voting control of such entity and the beneficial ownership of
                  such entity is held by the spouse and/or lineal descendants
                  of Horne or Tipps.

                  C.       Ownership of HT, Holding Company and the General
                  Partner

                           (i)      During the term of this License Agreement,
                           the General Partner shall remain the sole general
                           partner of HT and shall continue to own an eighty
                           percent (80)% partnership interest in HT. During the
                           term of this License Agreement, Holding Company
                           shall remain the sole shareholder of the General
                           Partner and Horne and Tipps shall remain the sole
                           shareholders of Holding Company, in the percentages
                           now owned.

                           (ii)     Copies of HT's Certificate of Limited
                           Partnership, Agreement of Limited Partnership,
                           Holding Company's and the General Partner's



                                      12
<PAGE>   13

                           Articles of Incorporation, Bylaws, or other
                           governing documents, and any amendments thereto,
                           including the resolution of the Board of Directors
                           authorizing entry into this Agreement shall be
                           promptly furnished to OS.

                           (iii)    HT, Holding Company and the General Partner
                           shall maintain stop transfer instructions against
                           the transfer on its records of any equity
                           securities. Each certificate representing an
                           ownership interest in HT, Holding Company or the
                           General Partner shall have conspicuously endorsed
                           upon its face a statement in a form satisfactory to
                           OS that it is held subject to, and that further
                           assignment or transfer thereof is subject to, all
                           restrictions imposed upon assignments by this
                           Agreement.

                           (iv)     HT, Holding Company and the General Partner
                           shall maintain a current list of all owners of
                           record and all beneficial owners of any interest in
                           or securities of HT and shall immediately notify OS
                           of any proposed change.

                  D.       Transfer Upon Death or Mental Incapacity. Upon the
                  death or mental incapacity of Horne or Tipps, the executor,
                  administrator, or personal representative of the deceased
                  person shall transfer his interest in Holding Company to the
                  survivor of Horne or Tipps, or a third party approved by OS
                  within twelve (12) months after such death or mental
                  incapacity. Until such transfer has been consummated in
                  accordance with the provisions of this SECTION 14, OS shall
                  have the right, but not the obligation, to assume direct
                  management control of the Business on an interim basis,
                  including, without limitation, installing representatives of
                  OS, at HT's expense. If the interest is not disposed of
                  within twelve (12) months from the date of death or
                  incapacity, OS may terminate this Agreement.

                  E.       Non-Waiver of Claims. OS's consent to a transfer of
                  any interest in this License Agreement, the license granted
                  herein or in HT, Holding Company or the General Partner shall
                  not constitute a waiver of any claims it may have against the
                  transferring party, nor shall it be deemed a waiver of OS's
                  right to demand exact compliance with any of the terms of
                  this Agreement by the transferee.

                  F.       Offerings by HT, Holding Company or the General
                  Partner. Securities of HT, Holding Company or the General
                  Partner may be offered for sale, by private or public
                  offering or otherwise, only with the prior written consent of
                  OS, which consent may be conditioned on the proceeds of such
                  sale being used to prepay the License Fees due under SECTION
                  5. All materials required for such offering by federal or
                  state law shall be submitted to OS for review prior to their
                  being filed with any government agency; and any materials to
                  be used in any exempt offering shall be submitted to OS for
                  review prior to their use. No HT, Holding Company or General
                  Partner offering shall imply (by use of the Proprietary Marks
                  or otherwise) that OS is participating in an underwriting,
                  issuance, or offering of HT, Holding Company General Partner
                  or OS securities; and OS's review of any offering shall be
                  limited solely to the subject of the relationship between HT
                  and OS. HT, Holding Company, the General Partner and the
                  other participants in the offering shall fully indemnify OS
                  in connection



                                      13
<PAGE>   14

                  with the offering. For each proposed offering, HT, Holding
                  Company or the General Partner shall reimburse OS for its
                  reasonable costs and expenses associated with reviewing the
                  proposed offering, including, without limitation, legal and
                  accounting fees and salaries of OS's personnel. HT, Holding
                  Company or the General Partner shall give OS written notice,
                  and provide all materials relating to the offering at least
                  thirty (30) days prior to the date of commencement of any
                  offering or other transaction covered by this SECTION 14.

         15.      Default and Termination.

                  A.       Default by HT; Without Notice or Opportunity to
                  Cure. HT shall be in default under this License Agreement,
                  without notice to HT or opportunity to cure, if: (a) HT,
                  Holding Company or the General Partner shall become insolvent
                  or make a general assignment for the benefit of creditors; or
                  (b) if a petition in bankruptcy is filed by HT or such a
                  petition is filed against and not opposed by HT, Holding
                  Company or the General Partner; or (c) if HT, the Holding
                  Company or the General Partner is adjudicated bankrupt or
                  insolvent; or (d) if a bill in equity or other proceeding for
                  the appointment of a receiver of HT, Holding Company or the
                  General Partner or other custodian for HT, Holding Company or
                  the General Partner's business or assets is filed and
                  consented to by HT, Holding Company or the General Partner or
                  if a receiver or other custodian (permanent or temporary) of
                  HT, Holding Company or the General Partner's assets or
                  property, or any part thereof, is appointed by any court of
                  competent jurisdiction; or (e) if proceedings for a
                  composition with creditors under any state or federal law
                  should be instituted by or against HT, Holding Company or the
                  General Partner; or (f) if a final judgment remains
                  unsatisfied or of record for thirty (30)days or longer
                  (unless supersedes bond is filed); or (g) if HT, Holding
                  Company or the General Partner is dissolved; or (h) if
                  execution is levied against HT, Holding Company or the
                  General Partner's business or property; or (i) if suit to
                  foreclose any lien or mortgage against any property of HT,
                  Holding Company or the General Partner is instituted against
                  HT, Holding Company or the General Partner and not dismissed
                  within thirty (30) days; or (j) if the real or personal
                  property of HT, Holding Company or the General Partner shall
                  be sold after levy thereupon by any sheriff, marshal, or
                  constable.

                  B.       Default by HT; Notice. HT shall be in default under
                  this License Agreement, without any opportunity to cure the
                  default, effective immediately upon receipt of notice by HT,
                  upon the occurrence of any of the following events:

                           (i)      If HT at any time ceases to operate or
                           otherwise abandons the Business.

                           (ii)     If HT, Horne or Tipps is convicted of a
                           felony, or a crime involving moral turpitude, or any
                           other crime or offense that OS believes is
                           reasonably likely to have an adverse affect on the
                           Business, the Proprietary Marks, the goodwill
                           associated therewith, or the Assets, unless as to
                           Horne or Tipps the other individual purchases the
                           interest of the convicted person as provided in
                           Section 10D within thirty (30) days of conviction


                                      14
<PAGE>   15

                           (iii)    If HT, Holding Company or the General
                           Partner, Horne or Tipps or any person hereafter
                           holding any ownership or voting interest in HT,
                           Holding Company or the General Partner purports to
                           transfer any rights or obligations under this
                           Agreement or any interest in HT, Holding Company or
                           the General Partner to any third party without OS's
                           prior written consent.

                           (iv)     If HT knowingly maintains false books or
                           records, or knowingly submits any false reports to
                           OS.

                  C.       Cure. HT shall be in default under this License
                  Agreement upon the occurrence of any of the following events,
                  unless cured to the satisfaction of OS within thirty (30)
                  days from the date of written notice of default from OS (ten
                  (10) days in the case of payment of money owed to OS), or
                  such lesser period of time as OS may reasonably require based
                  on the nature of the default:

                           (i)      If HT fails to comply with any of the
                           covenants, obligations and agreements imposed by
                           this Agreement or;

                           (ii)     If HT fails, refuses, or neglects promptly
                           to pay any License Fees or other monies owing to OS
                           or its subsidiaries or affiliates when due or;

                           (iii)    If HT fails, refuses, or neglects to obtain
                           OS's prior written approval or consent as required
                           by this Agreement or;

                           (iv)     If a threat or danger to public health or
                           safety results from the operation of the Business
                           or;

                           (v)      If an approved transfer is not effected
                           within a reasonable time, as required by SECTION 15
                           hereof, following the death or mental incapacity of
                           Horne or Tipps or;

                           (vi)     If HT misuses or makes any unauthorized use
                           of the Proprietary Marks or otherwise materially
                           impairs the goodwill associated therewith or OS's
                           rights therein or;

                           (vii)    If HT engages in any business or markets
                           any service or product under a name or mark which,
                           in OS's opinion, is confusingly similar to the
                           Proprietary Marks or;

                           (viii)   If Horne or Tipps breach or commit a
                           default under their respective Employment Agreements
                           with HT.

                           (ix)     If there is an uncured default by Horne
                           Agreement of even date herewith by and among OS
                           Trophy Suites, Ltd., Horne Tipps Trophy Suite, Inc.,
                           Holding Company, Horne and Tipps.

                  D.       Remedies Upon Default. Upon the occurrence of any
                  default, OS may at its option do one or more of the
                  following: (a) proceed either at law or in equity



                                      15
<PAGE>   16

                  to enforce performance by HT of the applicable terms of this
                  License Agreement or to recover damages for breach thereof,
                  (b) by notice to HT terminate this License Agreement, which
                  termination shall not affect HT's liability for breach of
                  this Agreement, (c) cause HT to (and HT agrees that it
                  shall), upon written demand of OS and at HT's expense,
                  promptly return the Assets to OS in accordance with all of
                  the terms of SECTION 10J hereof, or OS, at its option, may
                  enter upon the premises where such Assets are located and
                  take immediate possession of (whereupon HT's right to
                  possession shall terminate) and remove the same, all without
                  liability to HT for damage to property or otherwise, (d) sell
                  the Assets at a public or private sale, with or without
                  notice to HT or advertisement, or otherwise dispose of, hold,
                  use, operate, lease to others or keep idle such Assets, all
                  as OS in its sole discretion may determine and all free and
                  clear of any rights of HT and without any duty to account to
                  HT for such action or inaction or for any proceeds with
                  respect thereto, and/or (e) OS may exercise any other right
                  or remedy which may be available to it under applicable law
                  or in equity. In addition, HT shall continue to be liable for
                  all its indemnities and other obligations under this License
                  Agreement and for all legal fees and other costs and expenses
                  arising in connection with the foregoing defaults or the
                  exercise of the OS's remedies, including without limitation
                  placing any Assets in the condition required by SECTION 10J
                  hereof. No remedy referred to in this License Agreement is
                  intended to be exclusive, but each shall be cumulative and in
                  addition to any other remedy referred to above or otherwise
                  available to OS at law or in equity. No express or implied
                  waiver by OS of any default shall constitute a waiver of any
                  other default by HT or a waiver of any of OS's rights and the
                  subsequent acceptance of rental payments by OS shall not be
                  deemed a waiver of any prior existing default regardless of
                  OS's knowledge thereof. To the extent permitted by applicable
                  law, HT hereby waives any rights conferred by statute or
                  otherwise which may require OS to sell, lease, or otherwise
                  use any of the Assets in mitigation of OS's damages or which
                  may otherwise limit or modify any of OS's rights or remedies
                  under this License Agreement.

                  E.       Indemnification. HT hereby agrees to assume
                  liability for, and does hereby agree to indemnify, defend,
                  protect, save and keep harmless OS, its successors and
                  assigns from and against, and to pay OS promptly on demand,
                  the amount of any and all liabilities, obligations, losses,
                  damages, penalties, claims, actions, suits, costs, expenses
                  or disbursements (including legal fees and expenses) of any
                  kind and nature whatsoever ("Indemnified Amounts"), which may
                  be imposed on, incurred by or asserted against OS, or its
                  successors or assigns (whether or not also indemnified
                  against by the Manufacturer or any other person), in any way
                  relating to or arising out of this License Agreement or any
                  document contemplated hereby, or the operation of the
                  Business by HT, or the performance or enforcement of any of
                  the terms hereof, or in any way relating to or arising out of
                  the manufacture, purchase, acceptance, rejection, return,
                  lease, ownership, possession, use, condition, operation, sale
                  or other disposition of any item of Assets or any accident in
                  connection therewith (including without limitation, latent
                  and other defects, whether or not discoverable). All
                  Indemnified Amounts shall be payable on demand in amounts
                  which, after taking into account all taxes required to be
                  paid by OS in respect of the receipt thereof, shall equal the
                  Indemnified Amounts. HT agrees that OS shall not be liable to
                  HT for any liability, claim, loss, damage or expense of any
                  kind or nature caused by the inadequacy of any item of Assets
                  for any purpose or



                                      16
<PAGE>   17

                  any deficiency or defect therein or the use or maintenance
                  thereof or any repairs, servicing or adjustments thereto or
                  any delay in providing or failure to provide any thereof or
                  any interruption or loss of service or use thereof or any
                  loss of business.

         16.      Independent Contractor and Indemnification.

                  A.       Relationship of Parties. It is understood and agreed
                  by the parties hereto that this Agreement does not create a
                  fiduciary relationship between them, that HT is an
                  independent contractor, and that nothing in this Agreement is
                  intended to constitute either party an agent, legal
                  representative, subsidiary, joint venturer, partner,
                  employee, or servant of the other for any purpose whatsoever.

                  B.       Notice to Public. During the term of this Agreement
                  and any extensions hereof, HT shall hold itself out to the
                  public as an independent contractor operating the business
                  pursuant to a license from OS. HT agrees to take such action
                  as may be requested by OS to do so, including, without
                  limitation, exhibiting a notice of that fact in a conspicuous
                  place on the Assets, the content of which OS reserves the
                  right to specify.

                  C.       Lack of Authority. It is understood and agreed that
                  nothing in this Agreement authorizes HT to make any contract,
                  agreement, warranty, or representation on OS's behalf, or to
                  incur any debt or other obligation in OS's name; and that OS
                  shall in no event assume liability for, or be deemed liable
                  hereunder as a result of, any such action; nor shall OS be
                  liable by reason of any act or omission of HT in its conduct
                  of the Business or for any claim or judgment arising
                  therefrom against HT or OS.

                  D.       Indemnification. HT hereby indemnifies and holds
                  harmless OS, its affiliates and OS's officers, directors and
                  employees, from and against any and all claims, liabilities,
                  debts, obligations, judgments and causes of action resulting
                  from, connected with, or arising out of, directly or
                  indirectly, HT's operation of the Business, including,
                  without limitation, negligence of HT, its agents and
                  employees and shall reimburse OS for all costs, including
                  attorney's fees, incurred in defending any such claim or
                  enforcing this indemnification.

         17.      Approvals and Waivers.

                  A.       Request for Waiver. Whenever this Agreement requires
                  the prior approval or consent of OS, HT shall make a timely
                  written request to OS therefor, and such approval or consent
                  shall be obtained in writing.

                  B.       No Reliance. OS makes no warranties or guarantees
                  upon which HT may rely, and assumes no liability or
                  obligation to HT, by providing any waiver, approval, consent,
                  or suggestion to HT in connection with this Agreement, or by
                  reason of any neglect, delay, or denial of any request
                  therefor.

                  C.       No Waiver by OS. No failure of OS to exercise any
                  right or power reserved to it in this Agreement, or to insist
                  upon compliance by HT with any obligation or condition in
                  this Agreement, and no custom or practice of the parties at
                  variance with the terms hereof, shall constitute a waiver of
                  OS's rights



                                      17
<PAGE>   18

                  to demand exact compliance with the terms of this Agreement.
                  Waiver by OS of any particular default shall not affect or
                  impair OS's rights with respect to any subsequent default of
                  the same or of a different nature. No delay, omission, or
                  forbearance on the part of OS to exercise any right, option,
                  duty, or power arising out of any breach or default by HT
                  under any of the terms, provisions, covenants, or conditions
                  hereof shall constitute a waiver by OS of its right to
                  enforce any such right, option, duty, or power, nor shall
                  such constitute a waiver by OS of any rights with respect to
                  any subsequent breach or default by HT. Subsequent acceptance
                  by OS of any payments due to it hereunder shall not be deemed
                  to be a waiver by OS of any preceding breach by HT of any
                  terms, provisions, covenants, or conditions of this
                  Agreement.

         18.      Miscellaneous.

                  A.       Notices. Any and all notices required or permitted
                  under this Agreement shall be in writing and shall be
                  personally delivered, sent by nationally recognized overnight
                  delivery service (e.g., Federal Express), or mailed by
                  certified or registered mail, return receipt requested, to
                  the respective parties at the following addresses unless and
                  until a different address has been designated by written
                  notice to the other party:

         Notices to OS:     OS Suites, Ltd.
                            2202 North West Shore Boulevard, 5th Floor
                            Tampa, Florida  33607
                            Attn:  Chris Sullivan, Chief Executive Officer,
                                   and Joseph J. Kadow, Vice President and
                                   General Counsel

         Notices to HT:     Horne Tipps Paradise Golf, Ltd., Inc.
                            2202 N. West Shore Boulevard, 4th Floor
                            Tampa, Florida 33607
                            Attn: James R. Tipps, Jr.

                            With a copy to:

                            William L. Thompson, Jr., Esq.
                            2301 Park Avenue, Suite 404
                            Orange Park, Florida 32073

                           Any notice by certified or registered mail shall be
                  deemed given on the third business day following the date of
                  postmark. Any notice by a nationally recognized overnight
                  delivery service shall be deemed given on the date of
                  delivery to recipient as shown by the records of such
                  delivery service.

                  B.       Entire Agreement. This Agreement, the documents
                  referred to herein, and the Exhibits hereto constitute the
                  entire, full, and complete Agreement between the parties
                  concerning the subject matter hereof, and supersede all prior
                  agreements, no other representations having induced HT to
                  execute this Agreement. Except for those permitted to be made
                  unilaterally by OS hereunder, no amendment, change, or
                  variance from this Agreement shall be binding on


                                      18
<PAGE>   19

                  either party unless mutually agreed to by the parties and
                  executed by their authorized officers or agents in writing.

                  C.       Severability and Construction. Except as expressly
                  provided to the contrary herein, each portion, section, part,
                  term, and/or provision of this Agreement shall be considered
                  severable; and if, for any reason, any section, part, term,
                  and/or provision herein is determined to be invalid and
                  contrary to, or in conflict with, any existing or future law
                  or regulation by a court or agency having valid jurisdiction,
                  such shall not impair the operation of, or have any other
                  affect upon, such other portions, sections, parts, terms,
                  and/or provisions of this Agreement as may remain otherwise
                  intelligible; and the latter shall continue to be given full
                  force and effect and bind the parties hereto; and said
                  invalid portions, sections, parts, terms, and/or provisions
                  shall be deemed not to be a part of this Agreement.

                  D.       No Third Party Beneficiary. Except as expressly
                  provided to the contrary herein, nothing in this Agreement is
                  intended, nor shall be deemed, to confer upon any person or
                  legal entity other than HT, OS, and HT's and OS's respective
                  (and, as to HT, permitted) successors and assigns any rights
                  or remedies under or by reason of this Agreement.

                  E.       Maximum Duty Imposed on HT. HT expressly agrees to
                  be bound by any promise or covenant imposing the maximum duty
                  permitted by law which is subsumed within the terms of any
                  provision hereof, as though it were separately articulated in
                  and made a part of this Agreement, that may result from
                  striking from any of the provisions hereof any portion or
                  portions which a court may hold to be unreasonable and
                  unenforceable in a final decision to which OS is a party, or
                  from reducing the scope of any promise or covenant to the
                  extent required to comply with such a court order.

                  F.       Headings. All headings and captions in this
                  Agreement are intended solely for the convenience of the
                  parties, and none shall be deemed to affect the meaning or
                  construction of any provision hereof.

                  G.       Construction. All references herein to the
                  masculine, neuter, or singular shall be construed to include
                  the masculine, feminine, neuter, or plural, where applicable;
                  and all acknowledgments, promises, covenants, agreements, and
                  obligations herein made or undertaken by HT shall be deemed
                  jointly and severally undertaken by all those executing this
                  Agreement on behalf of HT. Time is of the essence as to all
                  obligations under this Agreement.

                  H.       Duplicate Originals. This Agreement may be executed
                  in one or more copies, and each copy so executed shall be
                  deemed an original.

                  I.       Governing Law. This Agreement takes effect upon its
                  acceptance and execution by OS in Florida, and shall be
                  governed by, interpreted and construed under the laws of the
                  State of Florida, which laws shall be applied without giving
                  effect to the principles of comity or conflicts of laws
                  thereof, and which laws shall prevail in the event of any
                  conflict of law.


                                      19
<PAGE>   20

                  J.       Jurisdiction and Venue. The parties agree that any
                  action brought by either party against the other in any
                  court, whether federal or state, shall be brought within the
                  State of Florida in Hillsborough County. Each party hereby
                  agrees to submit to the personal jurisdiction of such courts,
                  and hereby waives all questions of personal jurisdiction or
                  venue for the purpose of carrying out this provision,
                  including, without limitation, the claim or defense therein
                  that such courts constitute an inconvenient forum.

                  K.       Remedies Cumulative. No right or remedy conferred
                  upon or reserved to OS by this Agreement is intended to be,
                  nor shall be deemed, exclusive of any other right or remedy
                  herein or by law or equity provided or permitted, but each
                  shall be cumulative of every other right or remedy.

                  L.       Equitable Relief. Nothing herein contained shall bar
                  OS's right to obtain injunctive relief against threatened
                  conduct that will cause it loss or damages, under the usual
                  equity rules, including the applicable rules for obtaining
                  restraining orders and preliminary injunctions.

                  M.       Parties Bound. This Agreement shall be binding upon
                  the parties hereto and their respective successors, permitted
                  assigns, heirs, personal representatives and administrators.

                  N.       Enforcement. In the event it is necessary for any
                  party to retain legal counsel or institute legal proceedings
                  to enforce the terms of this Agreement, including, without
                  limitation, obligations upon expiration or termination, the
                  prevailing party shall be entitled to receive from the
                  non-prevailing party, in addition to all other remedies, all
                  costs of such enforcement including, without limitation,
                  attorney's fees and court costs, and including appellate
                  proceedings.

                  O.       Acknowledgement of HT. HT, Horne and Tipps
                  acknowledge that they have conducted an independent
                  investigation of the Business, and recognize that the
                  business venture contemplated by this Agreement involves
                  business risks and that its success will be largely dependent
                  upon the ability of HT, Horne and Tipps as an independent
                  businessman. OS expressly disclaims the making of, and HT
                  acknowledges that it has not received, any warranty or
                  guarantee, express or implied, as to the potential volume,
                  profits, or success of the business venture contemplated by
                  this Agreement.

                  P.       Limitation of Obligations of Horne, Tipps and
                  Holding Company. Horne and Tipps are parties to this
                  Agreement only for purposes of, and shall have personal
                  liability for, only the covenants of Horne and Tipps,
                  separately, contained in Section 9, the representations,
                  agreements and restrictions on transfer of their individual
                  ownership in HT as contained in SECTIONS 14B, 14C, 14D AND
                  14F, and the acknowledgement contained in subsection 18O
                  above. Holding Company is a party to this Agreement only for
                  purposes of, and shall have liability for, only the covenants
                  contained in Section 9, the representations and warranties
                  contained in Sections 10B and 10C, and the representations,
                  agreements and restrictions on transfer contained in Sections
                  14B, 14C and 14F.




                                      20
<PAGE>   21
IN WITNESS WHEREOF, the parties hereto have duly executed,
sealed, and delivered this Agreement on the day and year first above written.

                                          OS:

                                          OS GOLF MARKETING, LTD.,
                                          a Florida limited partnership
                                          By Its General Partner:

                                          OUTBACK SPORTS, LTD., a
                                          Florida limited partnership
                                          By its General Partner:

                                          OUTBACK SPORTS, LLC., a Delaware
                                          limited liability company

                                          By:
                                              ---------------------------------
                                                  ROBERT MERRITT, Manager



                                          HT:

                                          HORNE TIPPS PARADISE GOLF, LTD.,
                                          a Florida limited partnership
                                          By its General Partner:

                                          HORNE TIPPS TROPHY SUITE, INC.,
                                          a Florida corporation: in its
                                          individual capacity and as general
                                          partner
Attest:
                                          By:
-----------------------------------           ---------------------------------
JAMES R. TIPPS, JR., Secretary                WILLIAM E. HORNE, President



                                          HOLDING COMPANY:

                                          HORNE TIPPS HOLDING COMPANY,
                                          a Florida corporation

Attest:
                                          By:
-----------------------------------           ---------------------------------
JAMES R. TIPPS, JR., Secretary                WILLIAM E. HORNE, President




                                          HORNE:

                                          -------------------------------------
                                          WILLIAM E. HORNE, Individually




                                          TIPPS:

                                          -------------------------------------
                                          JAMES R. TIPPS, JR., Individually