AMENDMENT NO. 2
TO
LICENSE AGREEMENT
This Amendment No. 2 to that certain License Agreement (the "Agreement") dated
as of August 1, 1995, (the "Agreement Date") by and between the National
Association for Stock Car Auto Racing, Inc., a Florida Corporation
("Licensor") and Saint Andrews Golf Corporation, a Nevada corporation
("Licensee"), is entered into as of May 6, 1997. All references herein to
capitalized terms not otherwise defined herein shall refer to the definitions
of such terms in the Agreement.
BACKGROUND
A. Pursuant to the Agreement, Licensee acquired certain licenses from Licensor
to use certain trademarks and service marks in the development, design,
operation, and promotion of indoor and outdoor go-cart racing facilities
having a NASCAR racing theme, and Licensor granted Licensee such licenses, on
the terms and conditions as set forth in the Agreement and subsequent
Amendment No. 1 entered into by Licensor and Licensee as of August 1, 1995,
(the "Amendment"); and
B. Licensor and Licensee desire to amend the Agreement and the Amendment to
provide for certain further terms and conditions but to otherwise maintain all
other terms and conditions of the Agreement and the Amendment;
NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand and
paid and other good and valuable consideration, the receipt in sufficiency of
which is hereby acknowledged, and the terms and conditions set forth herein,
the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Section 1 of the Agreement is hereby amended to provide that (i) the
scope of the license granted by Licensor to Licensee shall be exclusive to the
Territory as amended herein, provided that Licensee meets the terms and
conditions as set forth herein, and (ii) Licensor shall have the right to
license third parties in connection with the operation and promotion of
SpeedParks outside Las Vegas, Nevada.
2. The definition of Territory is hereby amended to be only Las Vegas,
Nevada, and Southern California under the terms and conditions specifically
set forth herein.
3. Sections 1, 15, 16, and 17 of the Agreement are hereby amended to
provide that Licensee shall have the exclusive right to utilize the NASCAR
Mark only in Las Vegas, Nevada, provided that Licensee opens said SpeedPark no
later than March 1, 1998. If Licensee fails to have the Las Vegas SpeedPark
opened and fully operational by said date, it will be considered an Event of
Default under the Agreement and Licensor shall have the right to terminate the
Agreement immediately upon notice to Licensee without any right to cure. If
Licensee opens said Las Vegas SpeedPark no later than March 1, 1998, Licensee
shall have the right to continue operating said SpeedPark pursuant to this
Agreement and subsequent Amendments through December 31, 2003.
4. Subject to the conditions herein, Licensee shall have the right to
choose one site in Southern California ("Site") where Licensee intends to open
a second SpeedPark pursuant to the Agreement. Upon Licensee notification,
Licensee shall have the exclusive right to utilize the NASCAR Mark pursuant to
the Agreement within a One Hundred (100) Mile radius of the Site provided that
Licensee has the Las Vegas SpeedPark opened and fully operational by March 1,
1998. If the SpeedPark at the California Site is not opened and fully
operational by March 1, 1999, Licensee's license shall be revoked with respect
to the California Site and its corresponding One Hundred (100) Mile radius and
Licensor shall have the right to license a third party to utilize the NASCAR
Mark in connection with a SpeedPark in the Southern California market. If
Licensee has the SpeedPark at the Southern California Site opened and fully
operational by March l, 1999, Licensee shall have the right to continue
operating said SpeedPark pursuant to this Agreement and subsequent Amendments
through December 31, 2003.
5. Commencing on July 1, 2002, through August 30, 2002, Licensor and
Licensee agree to enter into good faith negotiations regarding the renewal of
this Agreement.
6. Licensor owns the "NASCAR SpeedPark" trademark and design as seen in
Exhibit 1 and any variations thereof. Licensor shall have the right to license
the said NASCAR SpeedPark trademark and design to third parties at NASCAR's
discretion. Licensee shall have the right to continue using the NASCAR
SpeedPark trademark and design and any variations thereof in any of the
SpeedParks Licensee operates pursuant to this license during the term of this
Agreement.
7. Licensee agrees to allow Jeff Gordon to participate in SpeedPark
facilities developed by third parties outside Las Vegas, Nevada, and the Site
in Southern California if such an opportunity is available.
8. Section l 6(c)(vi) of the Agreement shall be canceled in its entirety
to accommodate the terms and conditions as provided herein.
9. Licensor agrees to continue supporting Licensee's development,
sponsorship, and marketing programs pursuant to the Agreement.
10. Licensor and Licensee hereby agree to negotiate in good faith to
establish minimum performance guidelines. If Licensor and Licensee cannot
mutually agree on such performance guidelines after a reasonable period of
negotiations, Licensor will have the right to establish performance guidelines
in its sole discretion. Licensor hereby reserves its right to exit the
Agreement effective August 1, 1998 (the "Exit Date"), if Licensee does not
meet such performance guidelines provided that Licensor gives at least sixty
(60) days written notice.
11. All other terms of the Agreement not amended herein shall remain in full
force and effect. To the extent that the terms and conditions herein are not
inconsistent with the prior Agreement and Amendment, such terms shall remain
in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to the
Agreement effective as of May 6, 1997.
LICENSOR: LICENSEE:
NATIONAL ASSOCIATION FOR SAINT ANDREWS GOLF CORPORATION
STOCK CAR AUTO RACING. INC.
By: /s/ George Pyre /s/ Ron Boreta
Print Name: George Pyre Print Name: Ron Boreta
Date: 5/12/97 Date: 5/7/97
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