Sample Business Contracts


License Agreement - OS Suites Ltd., Horne Tipps Trophy Suites Inc., Horne Tipps Holding Co., William E. Horne and James R. Tipps Jr.


                               LICENSE AGREEMENT

         License Agreement made and entered into effective January 1, 2001 by
and among OS SUITES, LTD., a Florida limited partnership ("OS"), HORNE TIPPS
TROPHY SUITES, INC., a Florida corporation ("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 selling and leasing portable
         luxury boxes for the purpose of hospitality and entertaining at
         sporting events ("Business"); and

         2.       OS identifies the Business by the use of the trade names
         "Outback Sports" and "Trophy Suites" and certain logos, emblems and
         other indicia incorporating "Outback Sports" or "Trophy Suites"
         (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 sole shareholder and owns all of the
         outstanding shares of capital stock of HT.

         5.       Horne and Tipps are the only directors and officers of HT.

         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 Tangible 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 personal property consisting of portable luxury
         boxes, trailers and other equipment specified on EXHIBIT A (the
         "Tangible Assets"). The term Tangible Assets shall also include all
         Replacement Property as described in SECTION 7 hereof. The Tangible
         Assets and Proprietary Marks are hereinafter collectively referred to
         as the "Licensed Assets".

         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.


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<PAGE>   2

         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 Seventeen
         Million Dollars ($17,000,000) ("License Fees") on the dates indicated:

                  July 31, 2001                      $   750,000

                  November 30, 2001                  $   250,000

                  July 31, 2002                      $   750,000

                  November 30, 2002                  $   250,000

                  July 31 of each year
                    From 2003 to 2010
                    Inclusive                        $ 1,406,250

                  November 30 of each year
                    From 2003 to 2010
                    Inclusive                        $   468,750

         6.       Transfer Upon Payment. Upon payment to OS of the total
         License Fees of $17,000,000 in the amounts and on or before the dates
         specified in SECTION 5, 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 Tangible 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 final payment of the License Fees to OS,
         provided 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 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
         Tangible 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




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         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.       Notwithstanding any contrary provision of this
                  Agreement, HT shall have the right to sell the units
                  designated as Series II Units on EXHIBIT A for a net purchase
                  price per Series II Unit at least equal to the then purchase
                  price for a new Series III Unit. A Series III Unit shall mean
                  a Unit manufactured by Florida Structures in accordance with
                  the specifications designated FL26-00. All sales proceeds
                  from the sale of each Series II Unit shall be used solely to
                  purchase a new Series III Unit of the same type.

                  B.       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.

                  C.       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 Tangible 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.

                           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 agrees to complete the purchase of certain
                  suites, and other items and equipment from Florida Structures
                  as specified on EXHIBIT B, and to pay to Florida Structures
                  the unpaid balance of approximately Nine Hundred Fourteen
                  Thousand Four Hundred Dollars ($914,400), subject to
                  applicable offsets and holdbacks. The assets purchased by OS
                  from Florida Structures shall be part of the Tangible Assets.

                  D.       C.       OS represents and warrants that it is the
                  sole owner of the Tangible Assets, free and clear of any
                  liens, claims, security interests or other encumbrances,
                  except for payment claims of the manufacturers of the
                  Tangible Assets. During the term


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                  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,
                  except for (i) claims of the manufacturers of the Tangible
                  Assets, including, but not limited to, claims of Miller
                  Building Systems and Mid-Michigan Great Dane (Holden) and
                  (ii) claims arising from events first occurring on or after
                  January 1, 2001.During the term of this License Agreement,
                  and so long as there is no uncured default under this License
                  Agreement, neither OS nor any affiliate of OS shall engage in
                  the business of renting portable luxury suites, nor own any
                  interest in any entity engaged in the business of renting
                  portable luxury suites.

                  E.       OS will not: (i) permit any liens, charges,
                  encumbrances or security interests of any kind or character
                  (other than liens in favor of the manufacturers of the
                  Licensed Assets) 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.       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.

                  B.       HT and Holding Company agree not to pay, and Horne
                  and Tipps agree not to accept, total combined compensation
                  from HT, Holding Company, Horne Tipps Paradise Golf, Ltd. and
                  Horne Tipps Paradise Golf, 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.

                  C.       Holding Company, Horne and Tipps agree not to modify
                  either of the Employment Agreements without the prior written
                  consent of OS.

                  D.       HT, Holding Company, Horne and Tipps agree that HT
                  and Holding Company shall not make any distributions or
                  payments to its shareholders, of whatever kind or character,
                  including, but not limited to, dividends, loans or
                  redemptions; provided, however, that if Holding Company
                  elects to be taxed as an S corporation or otherwise is a
                  "pass through" entity for federal income tax purposes for any
                  taxable year HT may make distributions to its shareholders
                  for each such taxable year in an aggregate amount equal to
                  the aggregate actual amount of additional tax, if any,
                  payable by the shareholders (as




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                  determined by competent tax advisors) for such taxable year
                  as a result of any taxable income passed through to the
                  shareholders for such taxable year.

                  E.       Notwithstanding subsection D above, HT shall make
                  distributions of net cash flow (as determined in accordance
                  with generally accepted accounting principles) remaining
                  after any distributions under subsection D and after the
                  establishment of reasonable reserves for HT's business, to
                  its shareholders provided that simultaneously with all such
                  distributions HT shall pay to OS an amount equal to the
                  aggregate amount being distributed to the shareholders. 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
         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 and Holding Company
                  are corporations duly organized and existing in good standing
                  under the laws of the State of Florida. HT 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 or Holding Company. The execution and delivery
                  of this License Agreement and HT's performance of its
                  obligations hereunder do not and will not violate or
                  constitute a breach of HT's or Holding Company's Articles of
                  Incorporation or Bylaws, any other agreement to which HT or
                  Holding Company is a party, or any restriction of law or
                  contract to which HT 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 Trophy Suites, OS Sports and Outback Sports. HT
                  shall immediately notify OS of any change of name, identity
                  or organizational 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 and from
                  and against the claims of Miller Building Systems, a
                  manufacturer




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<PAGE>   6

                  of suites, in the approximate amount of Five Hundred Forty
                  Thousand Dollars ($540,000) and the claims of Mid-Michigan
                  Great Dane (Holden), a manufacturer of certain of the
                  Tangible Assets, in the approximate amount of Three Hundred
                  Thousand Dollars ($300,000).

                  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 Tangible Assets. HT shall keep accurate
                  and complete records respecting the Tangible 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 Tangible Assets. At reasonable times, OS may examine
                  the Tangible Assets and HT's records pertaining to the
                  Tangible Assets, wherever the Tangible 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 Tangible 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 Tangible 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 Tangible 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
                  Tangible Assets to OS to such location(s) within the
                  Continental United States as OS may designate in good
                  operating order, repair, condition and appearance with all
                  engineering changes prescribed by the Manufacturer prior
                  thereto incorporated therein. HT shall immediately notify OS
                  in writing of any damage or loss of or to the



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

                  K.       Ownership. The Licensed Assets shall at all times
                  remain the property of OS. OS may affix plates to the
                  Tangible 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
                  may be granted or denied in OS' sole discretion. 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 Tangible
                  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 Tangible Assets and suitability of the
                  Tangible 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 TANGIBLE 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 TANGIBLE ASSETS
                  FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO HT,
                  (ii) ANY DEFICIENCY OR DEFECT IN THE TANGIBLE ASSETS, (iii)
                  THE USE OR PERFORMANCE OF THE TANGIBLE 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 TANGIBLE ASSETS. OS AGREES TO PROVIDE
                  HT WITH ALL WARRANTIES RUNNING TO THE TANGIBLE 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 this License Agreement imposed against OS, its successors
                  and assigns, HT or any item of Licensed Assets by any
                  Federal, state or local government



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                  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 Tangible Assets, it is agreed as between OS and
                  HT that any proceeds resulting from a total or partial loss
                  of any item of Tangible 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
                  Tangible 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 Tangible Assets is rendered unusable as a result of
                  any physical damage to, or loss or destruction of, the
                  Tangible 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 Tangible Assets can be repaired. In the event HT
                  determines that such item of Tangible Assets can be repaired,
                  HT shall cause such item of Tangible Assets to be promptly
                  repaired at HT's expense. In the event HT determines that the
                  item of Tangible 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 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.


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<PAGE>   9


                           (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 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



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<PAGE>   10

                  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, except that HT shall be responsible to Miller Building
                  Systems and Mid-Michigan Great Dane (Holden) for all amounts
                  owed to them. 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 and all amounts owed Miller Building Systems
                  and Mid-Michigan Great Dane (Holden). 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:

                           (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.



                                      10
<PAGE>   11


                           (ii)     Liquor liability insurance in such amounts
                           as OS shall reasonably specify if HT engages in the
                           sale or serving of alcoholic beverages. HT shall
                           require all third parties who sell or serve
                           alcoholic beverages in connection with the use of
                           the Licensed Assets to provide HT with Certificates
                           of Insurance evidencing liquor liability coverage of
                           at least One Million Dollars ($1,000,000) per
                           occurrence, Two Million Dollars ($2,000,000) annual
                           aggregate and Five Million Dollars ($5,000,000)
                           excess coverage. All such insurance shall name OS as
                           an additional insured.

                           (iii)    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.

                           (iv)     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 Tangible 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.

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

                           (vi)     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



                                      11
<PAGE>   12

                  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.

                  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, 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, 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, and (ii) Holding Company is the sole
                  shareholder of HT and owns all of the outstanding shares of
                  HT. Accordingly, neither HT nor any immediate or remote
                  successor to any part of HT's interest in this License
                  Agreement or the Business, nor Holding Company, 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 or in Holding Company, 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 by Horne or
                  Tipps of shares of Holding Company 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 and Holding Company.

                           (i)      During the term of this License Agreement,
                           (i) Horne and Tipps shall remain the sole
                           shareholders of Holding Company, in the percentages
                           now owned, and (ii) Holding Company shall remain the
                           sole shareholder of HT..

                           (ii)     Copies of HT's and Holding Company's
                           Articles of Incorporation, Bylaws, or other
                           governing documents, and any amendments thereto,
                           including



                                      12
<PAGE>   13

                           the resolution of the Board of Directors authorizing
                           entry into this Agreement shall be promptly
                           furnished to OS.

                           (iii)    HT and Holding Company shall maintain stop
                           transfer instructions against the transfer on its
                           records of any equity securities. Each certificate
                           representing an ownership interest in HT and Holding
                           Company 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 and Holding Company shall maintain a
                           current list of all owners of record and all
                           beneficial owners of any interest in or securities
                           of HT and Holding Company 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 shares 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 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 or Holding Company. Securities of HT
                  or Holding Company 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 or
                  Holding Company offering shall imply (by use of the
                  Proprietary Marks or otherwise) that OS is participating in
                  an underwriting, issuance, or offering of HT or Holding
                  Company 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 and the other
                  participants in the offering shall fully indemnify OS in
                  connection with the offering. For each proposed offering, HT
                  or Holding Company 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 or Holding Company
                  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.


                                      13
<PAGE>   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 or
                  Holding Company 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 Holding Company or such a
                  petition is filed against and not opposed by HT or Holding
                  Company; or (c) if HT or Holding Company is adjudicated
                  bankrupt or insolvent; or (d) if a bill in equity or other
                  proceeding for the appointment of a receiver of HT or Holding
                  Company or other custodian for HT's or Holding Company's
                  business or assets is filed and consented to by HT or Holding
                  Company or if a receiver or other custodian (permanent or
                  temporary) of HT's or Holding Company'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 or Holding Company; or (f) if a final
                  judgment against HT or Holding Company remains unsatisfied or
                  of record for thirty (30)days or longer (unless supersedeas
                  bond is filed); or (g) if HT or Holding Company is dissolved;
                  or (h) if execution is levied against HT's or Holding
                  Company's business or property; or (i) if suit to foreclose
                  any lien or mortgage against any property of HT or Holding
                  Company is instituted against HT or Holding Company and not
                  dismissed within thirty (30) days; or (j) if the real or
                  personal property of HT or Holding Company 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 Tangible 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

                           (iii)    If HT, Holding Company, Horne or Tipps or
                           any person hereafter holding any ownership or voting
                           interest in HT or Holding Company purports to
                           transfer any rights or obligations under this
                           Agreement or any interest in HT or Holding Company
                           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



                                      14
<PAGE>   15

                  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
                           HT, 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; or

                           (ix)     If there is an uncured default by Horne
                           Tipps Paradise Golf, Ltd. under that certain License
                           Agreement of even date herewith between OS Golf
                           Marketing, Ltd., Horne Tipps Paradise Golf, Ltd.,
                           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 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 Tangible 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 Tangible 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 Tangible 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 Tangible 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



                                      15
<PAGE>   16

                  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 Tangible 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 Tangible 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 Tangible 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 Tangible Assets for any purpose or 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



                                      16
<PAGE>   17

                  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 Tangible 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 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.


                                      17
<PAGE>   18

         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 Trophy Suites, 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 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.


                                      18
<PAGE>   19


                  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.

                  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.


                                      19
<PAGE>   20


                  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 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 Section 10B and
                  10C, and the representations, agreements and restrictions on
                  transfer contained in Sections 14B, 14C and 14F.

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


                                               OS:

                                               OS SUITES, 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


                                      20
<PAGE>   21

                                               HT:

                                               HORNE TIPPS TROPHY SUITES, INC.,
                                               a Florida corporation:
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., Secretar                      WILLIAM E. HORNE, President



                                               HORNE:

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



                                               TIPPS:

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


                                      21

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