Purchase Agreement - United States Basketball League and Topaz Selections Ltd.
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT dated November 15, 1995, by and between The United
States Basketball League of 46 Quirk Road, Milford, Connecticut, 06464,
hereinafter referred to as "USBL" and Topaz Selections, Ltd. of The Genesis
Building, Box 61. Grand Cayman, Cayman Islands, hereinafter -referred to as
"TOPAZ", or its assigns, and;
WHEREAS USBL is desirous of selling USBL franchises West of the Mississippi
and in acquiring media time on the national television markets for future
expansion and for future advertising as a public company; and
WHEREAS TOPAZ is desirous of acquiring no less than ten (10) USBL franchises
West of the Mississippi, a list of which is attached hereto;
BOTH PARTIES AGREE AS FOLLOWS:
1)PRICE. Based on the planned expansion of the USBL in the Eastern United
States and the USBL commitment to future expansion a price of $4000,000 per
franchise is agreed upon for a total of $$ million.
2)TERMS OF PAYMENT. TOPAZ agrees to pay to USBL $4 million in Advertising
Due Bills on the American Independent Network upon the signing of this
agreement for ten franchises for West of the Mississippi for play after
1997. To be paid in 2 installments of $21,000,000 February 15, 1996 and
$21,000,000 on or before July 30, 1996.
3)FIDUCIARY. Both parties acknowledge that Blackhawk Financial Group, Inc.,
shall serve as fiduciary in transaction and without compensation serve to
exchange the proper documents and assets among the parties.
4)FRANCHISE AGREEMENTS. USBL acknowledges that TOPAZ and or its assigns will
be required to sign appropriate Franchise Agreements for the respective
cities within which they wish to establish their teams and that both parties
acknowledge in good faith that minor adjustments need to be made to said
documents and that USBL, shall in good faith address those concerns which
TOPAZ has and attempt to assist them in adjusting the franchise agreement to
accommodate said changes.
THIS AGREEMENT represents the entire understanding of both parties.
UNITED STATES BASKETBALL LEAGUE
TOPAZ SELECTIONS, Ltd.
S/S/
By: President
By: Director