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AGREEMENT OF SALE
<br />CL THI S AGREEMENT, is made this ? tIV9 2,
<br />at Village of Mayfield, Ohio, by an a on
<br />rlPl
<br />T LaCONT , A La ONTE
<br />as Executor of the ESTATE OF JEAN V. LaCONTE, deceased, RICHARD W_
<br />LaCONTE and ROSEMARY LaCONTE (hereinafter collectively referred to
<br />as the "Seller"), and VILLAGE OF MAYFIELD, OHIO (hereinafter
<br />referred to as the "Buyer").
<br />RECITALS
<br />1. Seller, except Richard W. LaConte, is the owner of
<br />certain real property commonly known as Parkview Golf Course, as
<br />more specifically described, by legal description, in Exhibit "A"
<br />attached hereto.
<br />2. Seller desires to sell said real property, and Buyer
<br />desires to purchase said real property, all upon the terms and
<br />conditions hereinafter set forth_
<br />NOW, THEREFORE, in consideration of the foregoing Recitals,
<br />the terms, covenants and conditions set forth hereinbelow, and
<br />other good and valuable consideration, the parties agree as
<br />follows:
<br />SECTION l. SALE OF REAL PROPERTY
<br />Seller agrees to sell to Buyer, and Buyer agrees to purchase
<br />from Seller, the real property, commonly known as Parkview Golf
<br />Course, together with all hereditaments and appurtenances thereunto
<br />belonging, all as more fully described in Exhibit "A", attached
<br />hereto and made a part hereof as if fully written herein (such real
<br />property being hereinafter referred to as the "Real Property").
<br />SECTION 2. PURCHASE PRICE; MANNER -OF PAYMENT
<br />The Purchase Price for the Real Property shall be not less
<br />than $4,100,000.00, but subject to an increase based upon the Con-
<br />sumer Price Index -- Urban, Cleveland-Akron-Lorain, Ohio, 1982-84
<br />= 100 (minus food costs [the "CPI-U"]). In the event that the
<br />effective date of this Agreement shall be on or before June 30,
<br />1993, the purchase price shall be $4,100,000.00. In the event that
<br />the effective date of this Agreement.shall be on or after July l,
<br />1993, the Purchase Price shall be the greater of (i) $4,100,000.00
<br />or (ii) an amount determined by (i) multiplying $4,100,000.00 by
<br />the published CPI-U number for the month of September for the year
<br />in which the written notice to exercise the option is delivered to
<br />Owners, and (ii) dividing the product by the published CPI-U index
<br />number for the month of June, 1992.
<br />The Village shall receive credit against the Purchase Price
<br />due for the $250,000_00 option price paid by the Village to Owners.
<br />EXHIBIT "II"
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