Woody F. Lemons - Page 9

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                       the Joint Venture Agreement) located                           
                       on the Subject Property including                              
                       specifically, the existing house and                           
                       servants' quarters, and;                                       
                            (2)  Five percent (5%) of the                             
                       approved "hard costs" of construction                          
                       of the Additional Improvements, as                             
                       defined in the Joint Venture, and;                             
                            (3)  Twenty percent (20%) of the                          
                       "net profit" derived by the Venture                            
                       from the sale or other disposition of                          
                       the six units constituting the                                 
                       Additional Improvements.                                       
                       B.  The remaining "net profit" from the                        
                  operation, sale, or other disposition of both                       
                  the Existing Improvements and the Additional                        
                  Improvements, shall be distributed equally to                       
                  Dondi and Lemons, pro rata, according to their                      
                  equity percentages in the Venture and no portions                   
                  thereof, except for those items specifically set                    
                  forth in Section 3.09, A, immediately above,                        
                  shall inure to or be distributed to Value Plus.                     
                       C.  Advances against the payments to be                        
                  received by Value Plus as Development Manager                       
                  pursuant to this Section 3.09 shall constitute                      
                  the entire compensation due Value Plus from the                     
                  Venture by reason of services rendered to the                       
                  Venture or by reason of the contribution to the                     
                  Venture of capital or by reason of Value Plus's                     
                  equity interest in the Venture.  Upon full and                      
                  final payment to Value Plus of said Development                     
                  Manager's compensation as aforesaid, Value Plus                     
                  shall have no further right, title or interest                      
                  in and to the Subject Property, the Existing                        
                  Improvements or the Additional Improvements."                       

                  On June 1, 1984, the joint venture borrowed $4,700,000              
             from Anchor Savings of Shawnee Mission, Kansas (hereinafter              
             referred to as Anchor), for the purpose of acquiring and                 
             developing the Moonlight Beach Property.  Repayment of the               





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